Common use of Sub-Adviser's Duties Clause in Contracts

Sub-Adviser's Duties. Subject to the general supervision of the Trust's Board of Trustees (the "Board") and the Adviser, the Sub-Adviser shall, employing its discretion, manage the investment operations of each Fund and the composition of the portfolio of securities and investments (including cash) belonging to each Fund, including the purchase, retention and disposition thereof and the execution of agreements relating thereto, in accordance with the Fund's investment objective, policies and restrictions as stated in the Trust's then-current Prospectus and Statement of Additional Information (together, the "Prospectus") and subject to the following understandings: (a) The Sub-Adviser shall furnish a continuous investment program for each Fund and determine from time to time what investments or securities will be purchased, retained or sold by each Fund and what portion of the assets belonging to each Fund will be invested or held uninvested as cash; (b) The Sub-Adviser shall use its best judgment in the performance of its duties under this Agreement; (c) The Sub-Adviser, in the performance of its duties and obligations under this Agreement, shall act in conformity with the Trust's Declaration of Trust, its By-Laws and its Prospectus and with the instructions and directions of the Trust's Board of Trustees and the Adviser and will conform to and comply with the requirements of the 1940 Act and all other applicable federal and state laws and regulations; (d) The Sub-Adviser shall determine the securities to be purchased or sold by each Fund and as agent for the Trust will effect portfolio transactions pursuant to its determinations either directly with the issuer or with any broker and/or dealer in such securities, subject to Section 3 below; (e) The Sub-Adviser shall maintain books and records with respect to the securities transactions of each Fund and shall render to the Adviser and the Trust's Board of Trustees such periodic and special reports as the Adviser or the Board may request; and (f) The Sub-Adviser shall provide the Trust's custodian with such information relating to the Trust as may be required under the terms of the then-current custody agreement between the Trust and the custodian.

Sub-Adviser's Duties. Subject to the general supervision of the Trust's Board of Trustees (the "Board") and the Adviser, the Sub-Adviser shall, employing its discretion, manage the investment operations of each the Fund and the composition of the portfolio of securities and investments (including cash) belonging to each the Fund, including the purchase, retention and disposition thereof and the execution of agreements relating thereto, in accordance with the Fund's ’s investment objective, policies and restrictions as stated in the TrustFund's then-current Prospectus and Statement of Additional Information (together, the "Prospectus") and subject to the following understandings: (a) The Sub-Adviser shall furnish a continuous investment program for each the Fund and determine from time to time what investments or securities will be purchased, retained or sold by each the Fund and what portion of the assets belonging to each the Fund will be invested or held uninvested as cash; (b) The Sub-Adviser shall use its best judgment in the performance of its duties under this Agreementagreement; (c) The Sub-Adviser, in the performance of its duties and obligations under this Agreementagreement for the Fund, shall act in conformity with the Trust's Declaration declaration of Trusttrust, its Byby-Laws laws and its Prospectus the Fund's prospectus and with the reasonable instructions and directions of the Trust's Board of Trustees and the Adviser Adviser, and will conform to and comply with the requirements of the 1940 Act and all other applicable federal and state laws and regulations; (d) The Sub-Adviser shall determine the securities to be purchased or sold by each the Fund and as agent for the Trust will effect place portfolio transactions pursuant to its determinations either directly with the issuer or with any broker and/or dealer in such securities, subject to Section 3 paragraph heading: Execution of Purchase and Sale Orders below; (e) The Sub-Adviser shall maintain books and records with respect to the securities transactions of each the Fund and shall render to the Adviser adviser and the Trust's Board of Trustees such periodic and special reports as the Adviser or the Board board may reasonably request; and; (f) The Sub-Adviser shall provide the Trust's custodian and fund accountant on each business day with information about the Funds’ securities transactions, and with such other information relating to the Trust as may be required under the terms of the then-current custody agreement between the Trust and the custodian; (g) The Sub-Adviser shall respond promptly to any request from the Adviser or the Funds’ fund accountant for assistance in obtaining price sources for securities held by the Fund or determining a price when a price source is not available, and promptly review the prices used by the Funds’ accountant to determine net asset value and advise the Fund’s accountant promptly if any price appears to be incorrect; (h) The Sub-Adviser shall be responsible for: (1) directing the manner in which proxies solicited by issuers of securities beneficially owned by the Fund shall be voted, and (2) making any elections relative to any mergers, acquisitions, tender offers, bankruptcy proceedings or other type events pertaining to the securities held by the Fund; (i) The Sub-Adviser hereby represents that it has adopted a written code of ethics complying with the requirements of rule 17j-1 under the 1940 Act and will provide the Adviser and the Trust with a copy of the code and evidence of its adoption. Within 45 days of the last calendar quarter of each year while this agreement is in effect, the Sub-Adviser shall provide to the board a written report that describes any issues arising under the code of ethics since the last report to the board, including, but not limited to, information about material violations of the code and sanctions imposed in response to the material violations; and which certifies that the sub-adviser has adopted procedures reasonably necessary to prevent access persons (as that term is defined in rule 17j-1) from violating the code; (j) The Sub-Adviser agrees to maintain adequate compliance procedures to ensure its compliance with the 1940 Act, the Investment Advisers Act of 1940, as amended, and other applicable federal and state regulations. The Sub-Adviser shall provide to the trust's chief compliance officer an annual written report regarding the sub-adviser's compliance program.

Sub-Adviser's Duties. Subject to the general supervision of the Trust's Board of Trustees (the "Board") and the Adviser, the Sub-Adviser shall, employing its discretion, manage the investment operations of each the Fund and the composition of the portfolio of securities and investments (including cash) belonging to each the Fund, including the purchase, retention and disposition thereof and the execution of agreements relating thereto, in accordance with the Fund's investment objective, policies and restrictions as stated in the TrustFund's then-current Prospectus and Statement of Additional Information (together, the "Prospectus") and subject to the following understandings: (a) The Sub-Adviser shall furnish a continuous investment program for each the Fund and determine from time to time what investments or securities will be purchased, retained or sold by each the Fund and what portion of the assets belonging to each the Fund will be invested or held uninvested as cash; (b) The Sub-Adviser shall use its best judgment in the performance of its duties under this Agreement; (c) The Sub-Adviser, in the performance of its duties and obligations under this AgreementAgreement for the Fund, shall act in conformity with the Trust's Declaration of Trust, its By-Laws and its the Fund's Prospectus and with the instructions and directions of the Trust's Board of Trustees and the Adviser and will conform to and comply with the requirements of the 1940 Act and all other applicable federal and state laws and regulations; (d) The Sub-Adviser shall determine the securities to be purchased or sold by each the Fund and as agent for the Trust will effect portfolio transactions pursuant to its determinations either directly with the issuer or with any broker and/or dealer in such securities, subject to Section 3 below; (e) The Sub-Adviser shall maintain books and records with respect to the securities transactions of each the Fund and shall render to the Adviser and the Trust's Board of Trustees such periodic and special reports as the Adviser or the Board may request; and (f) The Sub-Adviser shall provide the Trust's custodian with such information relating to the Trust as may be required under the terms of the then-current custody agreement between the Trust and the custodian.

Sub-Adviser's Duties. Subject to the general supervision of the Trust's Board of Trustees (the "Board") and the Adviser, the Sub-Adviser shall, employing its discretion, manage the investment operations of each Fund and the composition for that portion of the portfolio Fund's assets assigned to the Sub-Adviser by the Adviser (the "Sub-Advised Assets") as well as the notional trading size of securities and investments (including cash) belonging to each Fundthe Sub-Adviser Assets , including the purchase, retention and disposition thereof and the execution of agreements relating thereto, in accordance with the Fund's investment objectiveobjectives, policies and restrictions as stated in the TrustFund's then-current most recent Prospectus and Statement of Additional Information that have been provided to Sub-Adviser by Adviser (together, the "Prospectus") and subject to the following understandings: (a) The Sub-Adviser shall furnish a continuous investment program for each Fund the Sub- Advised Assets and determine from time to time time, with respect to the Sub-Advised Assets, what investments or securities will be purchased, retained or sold by each the Fund and what portion of the assets belonging to each Fund Sub-Advised Assets will be invested or held uninvested as cash; ; (b) The Sub-Adviser shall use its best judgment in the performance of its duties under this Agreement; ; (c) The Sub-Adviser, in the performance of its duties and obligations under this AgreementAgreement for the Fund, shall act in conformity with the most recent version of the Trust's Declaration of Trust, its By-Laws and its the Fund's Prospectus that have been provided to it by the Adviser and with the reasonable instructions and directions of the Trust's Board of Trustees and the Adviser Adviser, and will conform to and comply with the requirements of the 1940 Act and all other applicable federal and state laws and regulations; (d) The Sub-Adviser shall determine the securities to be purchased or sold by each Fund and as agent for the Trust will effect place portfolio transactions pursuant to its determinations either directly with the issuer or with any broker and/or dealer in such securitiessecurities or financial instruments, subject to Section 3 below; ; (e) The Sub-Adviser shall maintain books and records with respect to the transactions in securities transactions and other financial instruments of each Fund the Sub-Advised Assets and shall render to the Adviser and the Trust's Board of Trustees such periodic and special reports as the Adviser or the Board may reasonably request; and (f) The Sub-Adviser shall provide the Trust's custodian and fund accountant on each business day with information about Fund transactions in securities and other financial instruments for which it is responsible, and with such other information relating to the Trust as may be required under the terms of the then-current custody agreement between the Trust and the custodian.; (g) With respect to the Sub-Advised Assets, the Sub-Adviser shall respond as quickly as reasonably possible to any request from the Adviser or the Fund's fund accountant for assistance in obtaining price sources for securities or other financial instruments held by the Fund or determining a price when a price source is not available, and shall periodically review the prices used by the fund accountant to determine net asset value and advise the fund accountant promptly if any price appears to be incorrect; (h) With respect to the Sub-Advised Assets, the Sub-Adviser shall vote all proxies solicited by or with respect to the issuers of securities in which assets of the Fund may be invested from time to time. Such proxies will be voted in a manner that the Sub-Adviser deems, in good faith, to be in the best interests of the Fund and in accordance with the Sub-Adviser's proxy voting policy. The Sub-Adviser shall provided a copy of its proxy voting policy, and any amendments thereto, to the Adviser prior to the execution of this Agreement; (i) The Sub-Adviser hereby represents that it has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and will provide the Adviser and the Trust with a copy of the code and evidence of its adoption. Within 45 days of the last calendar quarter of each year while this Agreement is in effect, the Sub-Adviser shall provide to the Board a written report that describes any issues arising under the code of ethics since the last report to the Board, including, but not limited to, information about material violations of the code and sanctions imposed in response to the material violations; and which certifies that the Sub-Adviser has adopted procedures reasonably necessary to prevent access persons (as that term is defined in Rule 17j-1) from violating the code; (

Sub-Adviser's Duties. Subject to the general supervision of the TrustFund's Board of Trustees (the "Board") and the AdviserManager, the Sub-Adviser shall, employing will provide a continuous investment program for each Series' portfolio and determine in its discretion, manage the investment operations of each Fund and discretion the composition of the portfolio assets of securities and investments (including cash) belonging to each FundSeries' portfolio, including determination of the purchase, retention retention, or sale of the securities, cash, and disposition thereof other investments contained in the portfolio. The Sub-Adviser will provide investment research and conduct a continuous program of evaluation, investment, sales, and reinvestment of each Series' assets by determining the execution securities and other investments that shall be purchased, entered into, sold, closed, or exchanged for the Series; when these transactions should be executed; and what portion of agreements relating theretothe assets of the Series should be held in the various securities and other investments in which it may invest. To the extent permitted by the investment policies of each Series, the Sub-Adviser shall make decisions for the Series as to foreign currency matters and make determinations as to and execute and perform foreign currency exchange contracts on behalf of the Series. The Sub-Adviser will provide the services under this Agreement in accordance with the Fund's each Series' investment objectiveobjective or objectives, policies policies, and restrictions as stated in the TrustFund's then-current Prospectus Registration Statement filed with the U.S. Securities and Statement Exchange Commission ("SEC"), as amended, copies of Additional Information (together, the "Prospectus") and subject which shall be sent to the Sub-Adviser by the Manager prior to the commencement of this Agreement and promptly following understandingsany such amendment. The Sub-Adviser further agrees as follows: (a) The services of the Sub-Adviser shall furnish a continuous investment program for each to the Fund under this Agreement are to be deemed exclusive inasmuch as the Sub-Adviser (including all officers, directors, employees, owners, principals, successors, parents, subsidiaries, and determine from time to time what investments or securities will be purchased, retained or sold by each Fund and what portion affiliates of the assets belonging Sub-Adviser) agrees that it shall not directly or indirectly perform advisory duties as herein specified in this Section 2 and its subparts for any person or entity registered under the 1940 Act other than the Fund during the term of this Agreement without the prior express written consent of the Manager. Such written consent shall not be unreasonably withheld if the Manager determines in its discretion that the Sub-Adviser seeks to each Fund will be invested or held uninvested as cash;provide advisory services to another registered investment company that neither has nor proposes to have investment objectives and policies similar to those of any of the Series. (b) The Sub-Adviser shall use its best judgment in the performance of its duties under this Agreement; (c) The Sub-Adviser, in the performance of its duties and obligations under this Agreement, shall act in conformity with the Trust's Declaration of Trust, its By-Laws and its Prospectus and with the instructions and directions of the Trust's Board of Trustees and the Adviser and will conform to and comply with the requirements of the 1940 Act and all rules and regulations thereunder, all other applicable federal and state laws and regulations;, with any applicable procedures adopted by the Fund's Board of Trustees of which the Sub-Adviser has been sent a copy, and the provisions of the Registration Statement of the Fund filed under the Securities Act of 1933, as amended (the "1933 Act"), and the 1940 Act, as supplemented or amended, of which the Sub-Adviser has received a copy, and with the Manager's portfolio manager operating policies and procedures as in effect on the date hereof, as such policies and procedures may be revised or amended by the Manager and agreed to by the Sub-Adviser. In carrying out its duties under the Sub-Advisory Agreement, the Sub-Adviser will comply with the following policies and procedures: (i) The Sub-Adviser will manage each Series so that it meets the income and asset diversification requirements of Section 851 of the Internal Revenue Code. (ii) The Sub-Adviser will vote all proxies solicited by or with respect to the issuers of securities in which assets of the Series are invested consistent with any procedures or guidelines promulgated by the Board or the Manager or, if none, in the discretion of the Sub-Adviser based upon the best interests of the Series. The Sub-Adviser will maintain appropriate records detailing its voting of proxies on behalf of the Fund and will provide to the Fund at least quarterly a report setting forth the proposals voted on and how the Series' shares were voted since the prior report, including the name of the corresponding issuers. (iii) In connection with the purchase and sale of securities for each Series, the Sub-Adviser will arrange for the transmission to the custodian and portfolio accounting agent for the Series on a daily basis such confirmation, trade tickets, and other documents and information, including, but not limited to, Cusip, Cedel, or other numbers that identify securities to be purchased or sold on behalf of the Series, as may be reasonably necessary to enable the custodian and portfolio accounting agent to perform its administrative and recordkeeping responsibilities with respect to the Series. With respect to portfolio securities to be settled through the Depository Trust Company, the Sub-Adviser will arrange for the prompt transmission of the confirmation of such trades to the Fund's custodian and portfolio accounting agent. (iv) The Sub-Adviser will assist the custodian and portfolio accounting agent for the Fund in determining or confirming, consistent with the procedures and policies stated in the Registration Statement for the Fund or adopted by the Board of Trustees, the value of any portfolio securities or other assets of the Series for which the custodian and portfolio accounting agent seeks assistance from or identifies for review by the Sub-Adviser. The parties acknowledge that the Sub-Adviser is not a custodian of the Series' assets and will not take possession or custody of such assets. (v) The Sub-Adviser will provide the Manager, no later than the 10th day following the end of each of the first three fiscal quarters of each Series and the 10th day following the end of each Series' fiscal year, a letter to shareholders (to be subject to review and editing by the Manager) containing a discussion of those factors referred to in Item 5(a) of Form N-1A, promulgated pursuant to the 1933 and 1940 Acts, in respect of both the prior quarter and the fiscal year to date. (vi) The Sub-Adviser will complete and deliver to the Manager a written compliance checklist in a form provided by the Manager for each month by the 10th day of the following month. (vii) The parties agree that in the event that the Manager or an affiliated person of the Manager sends sales literature or other promotional material to the Sub-Adviser for its approval and the Sub-Adviser has not commented within 10 days, the Manager and its affiliated persons may use and distribute such sales literature or other promotional material. (c) The Sub-Adviser will make available to the Fund and the Manager, promptly upon request, any of the Series' investment records and ledgers maintained by the Sub-Adviser (which shall not include the records and ledgers maintained by the custodian or portfolio accounting agent for the Fund) as are necessary to assist the Fund and the Manager to comply with requirements of the 1940 Act and the Investment Advisers Act of 1940, as amended (the "Advisers Act"), as well as other applicable laws. The Sub-Adviser will furnish to regulatory authorities having the requisite authority any information or reports in connection with such services in respect to the Series which may be requested in order to ascertain whether the operations of the Fund are being conducted in a manner consistent with applicable laws and regulations. (d) The Sub-Adviser shall determine the securities to be purchased or sold by each Fund and as agent for the Trust will effect portfolio transactions pursuant to its determinations either directly with the issuer or with any broker and/or dealer in such securities, subject to Section 3 below; (e) The Sub-Adviser shall maintain books and records with respect provide reports to the securities transactions of each Fund and shall render to the Adviser and the TrustFund's Board of Trustees for consideration at meetings of the Board on the investment program for each Series and the issuers and securities represented in each Series' portfolio, and will furnish the Fund's Board of Trustees with respect to each Series such periodic and special reports as the Adviser or the Board may request; and (f) The Sub-Adviser shall provide the Trust's custodian with such information relating to the Trust as may be required under the terms of the then-current custody agreement between the Trust Trustees and the custodianManager may reasonably request.

Sub-Adviser's Duties. Subject to the general supervision of the Trust's ’s Board of Trustees (the "“Board"”) and the Adviser, the Sub-Adviser shall, employing its discretion, manage the investment operations of each Fund and the composition for that portion of the portfolio Funds’ assets that are assigned to the Sub-Adviser by the Adviser for any and all relevant series of securities and investments LoCorr Investment Trust (including cash) belonging to each Fundthe “Sub-Advised Assets”), including the purchase, retention and disposition thereof and the execution of agreements relating thereto, in accordance with the Fund's Funds’ investment objectiveobjectives, policies and restrictions as stated in the Trust's then-current Funds’ most recent Prospectus and Statement of Additional Information that have been provided to Sub-Adviser by Adviser (together, the "“Prospectus"”) and subject to the following understandings: (a) The Sub-Adviser shall furnish a continuous investment program for each Fund the Sub-Advised Assets and determine from time to time time, with respect to the Sub-Advised Assets, what investments or securities will be purchased, retained or sold by each Fund the Funds and what portion of the assets belonging to each Fund Sub-Advised Assets will be invested or held uninvested as cash; (b) The Sub-Adviser shall use its best judgment in the performance of its duties under this Agreement; (c) The Sub-Adviser, in the performance of its duties and obligations under this AgreementAgreement for the Funds, shall act in conformity with the most recent version of the Trust's ’s Declaration of Trust, its By-Laws and its the Funds’ Prospectus that have been provided to it by the Adviser and with the reasonable instructions and directions of the Trust's ’s Board of Trustees and the Adviser and Adviser, and, with respect to the Sub-Advised Assets, will conform to and comply with the requirements of the 1940 Act and all other applicable federal and state laws and regulations; (d) The Sub-Adviser shall determine the securities to be purchased or sold by each Fund and as agent for the Trust will effect place portfolio transactions pursuant to its determinations either directly with the issuer or with any broker and/or dealer in such securities, subject to Section 3 below; (e) The Sub-Adviser shall maintain books and records with respect to the securities transactions of each Fund the Sub-Advised Assets, and the Sub-Adviser (or the broker, at the Sub-Adviser’s discretion) shall render to the Adviser and the Trust's ’s Board of Trustees such periodic and special reports as set forth on Schedule 2(e) with respect to the Adviser or the Board may request; andSub-Advised Assets; (f) The Sub-Adviser (or the broker, at the Sub-Adviser’s discretion) shall provide the Trust's ’s custodian and fund accountant on each business day with information about transactions in the Sub-Advised Assets, and with such other information relating to the Trust as may be required under the terms of the then-current custody agreement between the Trust and the custodian; (g) The Sub-Adviser shall not have possession or custody of the Sub-Advised Assets. The Trust shall be responsible for all custodial agreements and the payment of all custodial charges and fees and, upon the Sub-Adviser’s instructions to the Funds’ brokers, the Sub-Adviser shall have no responsibility or liability for the acts, omissions or other conduct of any such brokers; (h) With respect to the Sub-Advised Assets, the Sub-Adviser shall respond as quickly as reasonably possible to any request from the Adviser or the Funds’ fund accountant for assistance in obtaining price sources for securities held by the Funds or determining a price when a price source is not available, and shall periodically review the prices used by the fund accountant to determine net asset value and advise the fund accountant promptly if any price appears to be incorrect; (i) With respect to the Sub-Advised Assets, the Sub-Adviser shall vote all proxies solicited by or with respect to the issuers of securities in which assets of the Fund may be invested from time to time. Such proxies will be voted in a manner that the Sub-Adviser deems, in good faith, to be in the best interests of the Funds and in accordance with the Sub-Adviser's proxy voting policy. The Sub-Adviser shall provide a copy of its proxy voting policy, and any amendments thereto, to the Adviser prior to the execution of this Agreement; (j) The Sub-Adviser hereby represents that it has adopted a written code of ethics to ensure compliance with the requirements of Rule 17j-1 under the 1940 Act and will provide the Adviser and the Trust with a copy of the code and evidence of its adoption. Within 45 days of the last calendar quarter of each year while this Agreement is in effect, the Sub-Adviser shall provide to the Board a written report that describes any issues arising under the code of ethics since the last report to the Board, including, but not limited to, information about material violations of the code and sanctions imposed in response to the material violations; and which certifies that the Sub-Adviser has adopted procedures reasonably necessary to prevent access persons (as that term is defined in Rule 17j-1) from violating the code; (k) The Sub-Adviser agrees to maintain adequate compliance procedures to ensure its compliance with the 1940 Act, Advisers Act, as amended, and other applicable federal and state regulations. The Sub-Adviser shall provide to the Trust’s Chief Compliance Officer the executive summary of its annual written report regarding the Sub-Adviser’s compliance program within a reasonable time following preparation of such annual written report.

Sub-Adviser's Duties. Subject to the general supervision and oversight of the Trust's ’s Board of Trustees (the "“Board"”) and the Adviser, the Sub-Adviser shall, employing its discretion, manage the investment operations of each Fund the Funds and the composition of the portfolio of securities and investments (including cash) belonging to each Fundthe Funds, including the purchase, retention and disposition thereof and the execution of agreements relating thereto, in accordance with the each Fund's ’s investment objective, policies and restrictions as stated in the Trust's then-each Fund’s then- current Prospectus and Statement of Additional Information (together, the "“Prospectus"”) and subject to the following understandings: (a) The Sub-Adviser shall furnish a continuous investment program for each Fund the Funds and determine from time to time what investments or securities will be purchased, retained or sold by each Fund the Funds and what portion of the assets belonging to each Fund will be invested or held uninvested as cash; (b) The Sub-Adviser shall use its best judgment in the performance of its duties under this Sub-Advisory Agreement; (c) The Sub-Adviser, in the performance of its duties and obligations under this AgreementSub-Advisory Agreement for the Funds, shall act in conformity with the Trust's Declaration ’s declaration of Trusttrust, its Byby-Laws laws and its Prospectus each Fund’s prospectus and with the reasonable instructions and directions of the Trust's ’s Board of Trustees and the Adviser Adviser, and will conform to and comply with the requirements of the 1940 Act and all other applicable federal and state laws and regulations; (d) The Sub-Adviser shall determine the securities to be purchased or sold by each Fund the Funds and as agent for the Trust will effect place portfolio transactions pursuant to its determinations either directly with the issuer or with any broker and/or dealer in such securities, subject to Section 3 paragraph heading: Execution of Purchase and Sale Orders below; (e) The Sub-Adviser shall maintain books and records with respect to the securities transactions of each Fund the Funds and shall render to the Adviser and the Trust's ’s Board of Trustees such periodic and special reports as the Adviser or the Board may reasonably request; and; (f) The Sub-Adviser shall provide the Trust's custodian ’s custodian, fund accountant and the Adviser on each business day with information about each Fund’s securities transactions, and with such other information relating to the Trust as may be required under the terms of the then-current custody agreement between the Trust and the custodian; (g) The Sub-Adviser shall respond promptly to any request from the Adviser or the Funds’ fund accountant for assistance in obtaining price sources for securities held by the Funds or determining a price when a price source is not available, and promptly review the prices used by the Fund’ accountant to determine net asset value and advise the Funds’ fund accountant promptly if any price appears to be incorrect; (h) The Sub-Adviser shall be responsible for: (1) directing the manner in which proxies solicited by issuers of securities beneficially owned by the Funds shall be voted when requested by the Adviser, and (2) making any elections relative to any mergers, acquisitions, tender offers, bankruptcy proceedings or other type events pertaining to the securities held by the Funds; (i) The Sub-Adviser shall provide such information and assistance as may be required to enable the Adviser to fulfill its obligations under the Trust’s Liquidity Risk Management Program including, but not limited to, review of all liquidity determinations regarding the Funds’ holdings; (j) The Sub-Adviser hereby represents that it has adopted a written code of ethics complying with the requirements of rule 17j-1 under the 1940 Act and will provide the Adviser and the Trust with a copy of the code and evidence of its adoption. Within 45 days of the last calendar quarter of each year while the Sub-Advisory Agreement is in effect, the Sub-Adviser shall provide to the Board a written report that describes any issues arising under the code of ethics since the last report to the board, including, but not limited to, information about material violations of the code and sanctions imposed in response to the material violations; and which certifies that the Sub-Adviser has adopted procedures reasonably necessary to prevent access persons (as that term is defined in rule 17j-1) from violating the code; and (k) The Sub-Adviser agrees to maintain adequate compliance procedures to ensure its compliance with the 1940 Act, the Advisers Act, and other applicable federal and state regulations. The Sub-Adviser shall provide to the Trust’s chief compliance officer an annual written report regarding the Sub-Adviser’s compliance program.

Sub-Adviser's Duties. Subject to the general supervision and oversight of the Trust's Board of Trustees (the "Board") and the Adviser, the Sub-Adviser shall, employing its discretion, manage the investment operations of each the Fund and the composition of the portfolio of securities and investments (including cash) belonging to each Fund, including the purchase, retention and disposition thereof and the execution of agreements relating thereto, in accordance consistent with the Enhanced Multi-Asset Fund's ’s investment objective, policies and restrictions as stated in the Trust's Enhanced Multi-Asset Fund’s then-current Prospectus and Statement of Additional Information or any similar offering documents of the Fund (together, the "“Prospectus"”) and subject to the following understandings: (a) The Sub-Adviser shall furnish a continuous investment program for each the Fund (the “Investment Program”); and determine from time to time-to-time what investments or securities will be purchased, retained or sold by each Fund and what portion of the assets belonging to each Fund will be invested or held uninvested as cashFund; (b) The Sub-Adviser shall use its best judgment in the performance of its duties under this Sub-Advisory Agreement; (c) The Sub-Adviser, in the performance of its duties and obligations under this AgreementSub-Advisory Agreement for the Fund, shall act in conformity with the Trust's Declaration Fund’s memorandum of Trustassociation, its By-Laws and its Prospectus and as far as is reasonably practicable in the context of the investment mandate, the Sub-Adviser will: (i) act with the reasonable instructions and directions of the Trust's Board of Trustees of the Trust (“Trust’s Board”) and the Adviser and will Adviser; (ii) conform to and comply with the requirements of the Investment Company Act of 1940, as amended (the "1940 Act Act") as required of a sub-adviser under the 1940 Act; and all other (iii) comply with applicable federal and state laws and regulations; (d) The Sub-Adviser shall determine the securities and other investments to be purchased or sold by each the Fund and as agent for the Trust will effect place portfolio transactions pursuant to its determinations either directly with the issuer or with any broker and/or dealer in such securitiesdealer, futures commission merchant or other counterparty, subject to Section 3 paragraph heading: Execution of Purchase and Sale Orders below; (e) The Sub-Adviser shall maintain or procure maintenance of the books and records with respect to the securities transactions of each the Fund and shall render to the Adviser and the Trust's ’s Board of Trustees such periodic and special reports as the Adviser or the and Trust’s Board may reasonably request; and; (f) The Sub-Adviser shall provide the Trust's Fund’s custodian and fund accountant on each Business Day (as defined below) with information about the Fund’s securities and investments, and transactions, and with such other information relating to the Trust Fund as may be required under the terms of the then-current custody agreement between the Trust Fund and the custodian. Business Day means a day the Fund is open for business as set forth in the Fund’s Prospectus; (g) The Sub-Adviser shall respond promptly or shall procure a prompt response to any request from the Adviser or the Fund accountant for assistance in obtaining price sources for securities held by the Fund or determining a price when a price source is not available, and shall promptly review or procure prompt review of the prices used by the Fund’s accountant to determine net asset value and advise the Fund’s accountant promptly if any price appears to be incorrect; (h) The Sub-Adviser shall provide such information and assistance as may be required to enable the Adviser to fulfill its obligations under the Trust’s Liquidity Risk Management Program including, but not limited to, review of all liquidity determinations regarding the Fund’s holdings; (i) The Sub-Adviser shall be responsible for: (1) directing the manner in which proxies solicited by issuers of securities beneficially owned by the Fund shall be voted, and (2) making any elections relative to any mergers, acquisitions, tender offers, bankruptcy proceedings or other type events pertaining to the securities held by the Fund; (j) The Sub-Adviser hereby represents that it has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and will provide the Adviser and the Fund with a copy of the code and evidence of its adoption. Within 45 days of the last calendar quarter of each year while this Sub-Advisory Agreement is in effect, the Sub-Adviser shall provide to the Trust’s Board a written report that describes any issues arising under the code of ethics since the last report to the board, including, but not limited to, information about material violations of the code and sanctions imposed in response to the material violations; and which certifies that the Sub-Adviser has adopted procedures reasonably necessary to prevent access persons (as that term is defined in rule 17j-1) from violating the code; and (k) The Sub-Adviser agrees to maintain adequate compliance procedures to ensure its compliance with the 1940 Act, Advisers Act and other applicable federal and state regulations. The Sub-Adviser shall provide to the Trust's chief compliance officer an annual written report regarding the Sub-Adviser's compliance program.

Sub-Adviser's Duties. Subject to the general supervision of the Trust's Board of Trustees (the "Board") and the Adviser, the Sub-Adviser shall, employing its discretion, manage the investment operations of each the Fund and the composition of the portfolio of securities and investments (including cash) belonging to each the Fund, including the purchase, retention and disposition thereof and the execution of agreements relating thereto, in accordance with the Fund's investment objective, policies and restrictions as stated in the TrustFund's then-current Prospectus and Statement of Additional Information (together, the "Prospectus") and subject to the following understandings: (a) The Sub-Adviser shall furnish a continuous investment program for each the Fund and determine from time to time what investments or securities will be purchased, retained or sold by each the Fund and what portion of the assets belonging to each the Fund will be invested or held uninvested as cash; (b) The Sub-Adviser shall use its best judgment in the performance of its duties under this Agreement; (c) The Sub-Adviser, in the performance of its duties and obligations under this AgreementAgreement for the Fund, shall act in conformity with the Trust's Declaration of Trust, its By-Laws and its the Fund's Prospectus and with the reasonable instructions and directions of the Trust's Board of Trustees and the Adviser Adviser, and will conform to and comply with the requirements of the 1940 Act and all other applicable federal and state laws and regulations; (d) The Sub-Adviser shall determine the securities to be purchased or sold by each the Fund and as agent for the Trust will effect place portfolio transactions pursuant to its determinations either directly with the issuer or with any broker and/or dealer in such securities, subject to Section 3 below; (e) The Sub-Adviser shall maintain books and records with respect to the securities transactions of each the Fund and shall render to the Adviser and the Trust's Board of Trustees such periodic and special reports as the Adviser or the Board may reasonably request; and; (f) The Sub-Adviser shall provide the Trust's custodian and fund accountant on each business day with information about Fund securities transactions, and with such other information relating to the Trust as may be required under the terms of the then-current custody agreement between the Trust and the custodian; (g) The Sub-Adviser shall respond immediately to any request from the Adviser or the Fund's fund accountant for assistance in obtaining price sources for securities held by the Fund or determining a price when a price source is not available, and shall periodically review the prices used by the fund accountant to determine net asset value and advise the fund accountant promptly if any price appears to be incorrect; (h) The Sub-Adviser shall vote all proxies solicited by or with respect to the issuers of securities in which assets of the Fund may be invested from time to time. Such proxies will be voted in a manner that the Sub-Adviser deems, in good faith, to be in the best interests of the Fund and in accordance with the Sub-Adviser's proxy voting policy. The Sub-Adviser shall provided a copy of its proxy voting policy, and any amendments thereto, to the Adviser prior to the execution of this Agreement; (i) The Sub-Adviser hereby represents that it has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and will provide the Adviser and the Trust with a copy of the code and evidence of its adoption. Within 45 days of the last calendar quarter of each year while this Agreement is in effect, the Sub-Adviser shall provide to the Board a written report that describes any issues arising under the code of ethics since the last report to the Board, including, but not limited to, information about material violations of the code and sanctions imposed in response to the material violations; and which certifies that the Sub-Adviser has adopted procedures reasonably necessary to prevent access persons (as that term is defined in Rule 17j-1) from violating the code; (j) The Sub-Adviser agrees to maintain adequate compliance procedures to ensure its compliance with the 1940 Act, the Investment Advisers Act of 1940, as amended, and other applicable federal and state regulations. The Sub-Adviser shall provide to the Trust's Chief Compliance Officer an annual written report regarding the Sub-Adviser's compliance program.

Sub-Adviser's Duties. Subject to the general supervision of the Trust's Board of Trustees (the "Board") and the Adviser, the Sub-Adviser shall, employing its discretion, manage the investment operations of each Fund and for the composition of the portfolio of securities and investments (including cash) belonging to each FundSub-Advised Assets, including the purchase, retention and disposition thereof and the execution of agreements relating thereto, in accordance with the Fund's investment objectiveobjectives, policies and restrictions as stated in the TrustFund's then-current most recent Prospectus and Statement of Additional Information that have been provided to Sub-Adviser by Adviser (together, the "Prospectus") and subject to the following understandings: (a) The Sub-Adviser shall furnish a continuous investment program for each Fund the Sub-Advised Assets and determine from time to time time, with respect to the Sub-Advised Assets, what investments or securities will be purchased, retained or sold by each the Fund and what portion of the assets belonging to each Fund Sub-Advised Assets will be invested or held uninvested as cash; (b) The Sub-Adviser shall use its best judgment in the performance of its duties under this Agreement; (c) The Sub-Adviser, in the performance of its duties and obligations under this AgreementAgreement for the Fund, shall act in conformity with the Trustmost recent version of the Fund's Declaration of Trust, its By-Laws and its Prospectus that has been provided to it by the Adviser and with the reasonable instructions and directions of the Trust's Board of Trustees and the Adviser Adviser, and will conform to and comply with the requirements of the 1940 Act and all other applicable federal and state laws and regulations; (d) The Sub-Adviser shall determine the securities to be purchased or sold by each Fund and as agent for the Trust will effect place portfolio transactions pursuant to its determinations either directly with the issuer or with any broker and/or dealer in such securities, subject to Section 3 below; (e) The Sub-Adviser shall maintain books and records with respect to the securities transactions of each Fund the Sub-Advised Assets and shall render to the Adviser and the Trust's Board of Trustees such periodic and special reports as the Adviser or the Board may reasonably request; and; (f) The Sub-Adviser shall provide the Trust's custodian and fund accountant on each business day with information about Fund securities transactions for which it is responsible, and with such other information relating to the Trust Sub-Advised Assets as may be required under the terms of the then-current custody agreement between reasonably requested by the Trust and the custodian; (g) With respect to the Sub-Advised Assets, the Sub-Adviser shall respond as quickly as reasonably possible to any request from the Adviser or the Fund's fund accountant for assistance in obtaining price sources for securities held by the Fund or determining a price when a price source is not available, and shall periodically review the prices used by the fund accountant to determine net asset value and advise the fund accountant promptly if any price appears to be incorrect; (h) With respect to the Sub-Advised Assets, the Sub-Adviser shall vote all proxies solicited by or with respect to the issuers of securities in which assets of the Fund may be invested from time to time. Such proxies will be voted in a manner that the Sub-Adviser deems, in good faith, to be in the best interests of the Fund and in accordance with the Sub-Adviser's proxy voting policy. The Sub-Adviser shall provide a copy of its proxy voting policy, and any amendments thereto, to the Adviser prior to the execution of this Agreement; (i) The Sub-Adviser hereby represents that it has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and will provide the Adviser and the Trust with a copy of the code and evidence of its adoption. Within 45 days of the last calendar quarter of each year while this Agreement is in effect, the Sub-Adviser shall provide to the Board a written report that describes any issues arising under the code of ethics since the last report to the Board, including, but not limited to, information about material violations of the code and sanctions imposed in response to the material violations; and which certifies that the Sub-Adviser has adopted procedures reasonably necessary to prevent access persons (as that term is defined in Rule 17j-1) from violating the code; (j) The Sub-Adviser agrees to maintain adequate compliance procedures to ensure its compliance with the 1940 Act, the Investment Advisers Act of 1940, as amended, and other applicable federal and state regulations. The Sub-Adviser shall provide to the Trust's Chief Compliance Officer the executive summary of its annual written report regarding the Sub-Adviser's compliance program.

Sub-Adviser's Duties. Subject to the general supervision of the Trust's Board of Trustees (the "Board") and the Adviser, the Sub-Adviser shall, employing its discretion, manage the investment operations of each Fund the Portfolio and the composition of the portfolio of securities and investments (including cash) belonging to each FundPortfolio, including the purchase, retention and disposition thereof and the execution of agreements relating thereto, in accordance with the Fundeach Portfolio's investment objective, policies and restrictions as stated in the Trusteach Portfolio's then-current Prospectus and Statement of Additional Information (together, the "Prospectus") and subject to the following understandings: (a) The Sub-Adviser shall furnish a continuous investment program for each Fund Portfolio and determine from time to time what investments or securities will be purchased, retained or sold by each Fund the Portfolio and what portion of the assets belonging to each Fund the Portfolio will be invested or held uninvested as cash; (b) The Sub-Adviser shall use its best judgment in the performance of its duties under this Agreement; (c) The Sub-Adviser, in the performance of its duties and obligations under this AgreementAgreement for the Portfolio, shall act in conformity with the Trust's Declaration of Trust, its By-Laws and its each Portfolio's Prospectus and with the reasonable instructions and directions of the Trust's Board of Trustees and the Adviser Adviser, and will conform to and comply with the requirements of the 1940 Act and all other applicable federal and state laws and regulations; (d) The Sub-Adviser shall determine the securities to be purchased or sold by each Fund Portfolio and as agent for the Trust will effect place portfolio transactions pursuant to its determinations either directly with the issuer or with any broker and/or dealer in such securities, subject to Section 3 below; (e) The Sub-Adviser shall maintain books and records with respect to the securities transactions of each Fund Portfolio and shall render to the Adviser and the Trust's Board of Trustees such periodic and special reports as the Adviser or the Board may reasonably request; and; (f) The Sub-Adviser shall provide the Trust's custodian on each business day with information about each Portfolio's securities transactions, and with such other information relating to the Trust as may be required under the terms of the then-current custody agreement between the Trust and the custodian; (g) The Sub-Adviser shall respond immediately to any request from the Adviser or the Portfolio's fund accountant for assistance in obtaining price sources for securities held by each Portfolio or determining a price when a price source is not available, and shall periodically review the prices used by the fund accountant to determine net asset value and advise the fund accountant promptly if any price appears to be incorrect; and (h) The Sub-Adviser agrees to maintain adequate compliance procedures to ensure its compliance with the 1940 Act, the Investment Advisers Act of 1940, as amended, and other applicable federal and state regulations.

Sub-Adviser's Duties. Subject to the general supervision of the Trust's Board of Trustees (the "Board") and the Adviser, the Sub-Adviser shall, employing its discretion, manage the investment operations of each Fund and the composition for that portion of the portfolio of securities and investments Fund's assets that are assigned to the Sub-Adviser by the Adviser (including cash) belonging to each Fundthe "Sub-Advised Assets"), including the purchase, retention and disposition thereof and the execution of agreements relating thereto, in accordance with the Fund's investment objectiveobjectives, policies and restrictions as stated in the TrustFund's then-current most recent Prospectus and Statement of Additional Information that have been provided to Sub-Adviser by Adviser (together, the "Prospectus") and subject to the following understandings: (a) The Sub-Adviser shall furnish a continuous investment program for each Fund the Sub-Advised Assets and determine from time to time time, with respect to the Sub-Advised Assets, what investments or securities will be purchased, retained or sold by each the Fund and what portion of the assets belonging to each Fund Sub-Advised Assets will be invested or held uninvested as cash; (b) The Sub-Adviser shall use its best judgment in the performance of its duties under this Agreement; (c) The Sub-Adviser, in the performance of its duties and obligations under this AgreementAgreement for the Fund, shall act in conformity with the most recent version of the Trust's Declaration of Trust, its By-Laws and its the Fund's Prospectus that have been provided to it by the Adviser and with the reasonable instructions and directions of the Trust's Board of Trustees and the Adviser Adviser, and will conform to and comply with the requirements of the 1940 Act and all other applicable federal and state laws and regulations; (d) The Sub-Adviser shall determine the securities to be purchased or sold by each Fund and as agent for the Trust will effect place portfolio transactions pursuant to its determinations either directly with the issuer or with any broker and/or dealer in such securities, subject to Section 3 below; (e) The Sub-Adviser shall maintain books and records with respect to the securities transactions of each Fund the Sub-Advised Assets and shall render to the Adviser and the Trust's Board of Trustees such periodic and special reports as the Adviser or the Board may reasonably request; and; (f) The Sub-Adviser shall provide the Trust's custodian and fund accountant on each business day with information about Fund securities transactions for which it is responsible, and with such other information relating to the Trust as may be required under the terms of the then-current custody agreement between the Trust and the custodian; (g) With respect to the Sub-Advised Assets, the Sub-Adviser shall respond as quickly as reasonably possible to any request from the Adviser or the Fund's fund accountant for assistance in obtaining price sources for securities held by the Fund or determining a price when a price source is not available, and shall periodically review the prices used by the fund accountant to determine net asset value and advise the fund accountant promptly if any price appears to be incorrect; (h) With respect to the Sub-Advised Assets, the Sub-Adviser shall vote all proxies solicited by or with respect to the issuers of securities in which assets of the Fund may be invested from time to time. Such proxies will be voted in a manner that the Sub-Adviser deems, in good faith, to be in the best interests of the Fund and in accordance with the Sub-Adviser's proxy voting policy. The Sub-Adviser shall provided a copy of its proxy voting policy, and any amendments thereto, to the Adviser prior to the execution of this Agreement; (i) The Sub-Adviser hereby represents that it has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and will provide the Adviser and the Trust with a copy of the code and evidence of its adoption. Within 45 days of the last calendar quarter of each year while this Agreement is in effect, the Sub-Adviser shall provide to the Board a written report that describes any issues arising under the code of ethics since the last report to the Board, including, but not limited to, information about material violations of the code and sanctions imposed in response to the material violations; and which certifies that the Sub-Adviser has adopted procedures reasonably necessary to prevent access persons (as that term is defined in Rule 17j-1) from violating the code; (j) The Sub-Adviser agrees to maintain adequate compliance procedures to ensure its compliance with the 1940 Act, the Investment Advisers Act of 1940, as amended, and other applicable federal and state regulations. The Sub-Adviser shall provide to the Trust's Chief Compliance Officer the executive summary of its annual written report regarding the Sub-Adviser's compliance program.

Sub-Adviser's Duties. Subject to the general supervision of the Trust's Board of Trustees (the "Board") and the Adviser, the Sub-Adviser shall, employing its discretion, manage the investment operations of each the Fund and the composition of the portfolio of securities and investments (including cash) belonging to each the Fund, including the purchase, retention and disposition thereof and the execution of agreements relating thereto, in accordance with the Fund's investment objective, policies and restrictions as stated in the TrustFund's then-current Prospectus and Statement of Additional Information (together, the "Prospectus") and subject to the following understandings: (a) The Sub-Adviser shall furnish a continuous investment program for each the Fund and determine from time to time what investments or securities will be purchased, retained or sold by each the Fund and what portion of the assets belonging to each the Fund will be invested or held uninvested as cash; (b) The Sub-Adviser shall use its best judgment in the performance of its duties under this Agreement; (c) The Sub-Adviser, in the performance of its duties and obligations under this AgreementAgreement for the Fund, shall act in conformity with the Trust's Declaration of Trust, its Trust and By-Laws Laws, the Fund's Prospectus and its Prospectus Statement of Additional Information and the applicable provisions of the Advisory Agreement, and with the instructions and directions of the Trust's Board of Trustees and the Adviser and will conform to and comply with the requirements of the 1940 Act and all other applicable federal and state laws and regulations; (d) The Sub-Adviser shall determine the securities to be purchased or sold by each the Fund and as agent for the Trust will effect portfolio transactions pursuant to its determinations either directly with the issuer or with any broker and/or dealer in such securities, subject to Section 3 below; (e) The Sub-Adviser shall maintain books and records with respect to the securities transactions of each the Fund and shall render to the Adviser and the Trust's Board of Trustees such periodic and special reports as the Adviser or the Board may reasonably request; and (f) The Sub-Adviser shall provide the Trust's custodian with such information relating to the Trust as may be required under the terms of the then-current custody agreement between the Trust and the custodian.

Sub-Adviser's Duties. Subject to the general supervision of the Trust's Board of Trustees (the "Board") and the Adviser, the Sub-Adviser shall, employing its discretion, manage the investment operations of each Fund and the composition for that portion of the portfolio of securities and investments Funds’ assets that are assigned to the Sub-Adviser by the Adviser (including cash) belonging to each Fundthe "Sub-Advised Assets"), including the purchase, retention and disposition thereof and the execution of agreements relating thereto, in accordance with the Fund's Funds’ investment objectiveobjectives, policies and restrictions as stated in the Trust's then-current Funds’ most recent Prospectus and Statement of Additional Information that have been provided to Sub-Adviser by Adviser (together, the "Prospectus") a manner similar to that which the Sub-Adviser manages assets on behalf of BCM Weston, L.P. and subject to the following understandings: (a) The Sub-Adviser shall furnish a continuous investment program for each Fund the Sub-Advised Assets and determine from time to time time, with respect to the Sub-Advised Assets, what investments or securities will be purchased, retained or sold by each Fund the Funds and what portion of the assets belonging to each Fund Sub-Advised Assets will be invested or held uninvested as cash; (b) The Sub-Adviser shall use its best judgment in the performance of its duties under this Agreement; (c) The Sub-Adviser, in the performance of its duties and obligations under this AgreementAgreement for the Funds, shall act in conformity comply with the Trust's Declaration of Trust, its By-Laws and its Prospectus and with the reasonable instructions and directions of the Trust's Board of Trustees and the Adviser Adviser, as may be necessary or appropriate in order for the Funds to be in compliance with (i) the most recent version of the Trust's Declaration of Trust, (ii) the Trust’s By-Laws, (iii) the Funds' investment objectives, policies and will conform to restrictions as stated in the Funds' most recent Prospectus and comply with Statement of Additional Information (together, the "Prospectus"), and (iv) the requirements of the 1940 Act and all other applicable federal and state laws and regulations. The parties acknowledge and agree that, absent an instruction from the Adviser, the Sub-Adviser shall have no responsibility for monitoring any portion of the Funds’ portfolio that is not being managed by Sub-Adviser, and that as a result the Sub-Adviser will not be responsible for the Funds’ compliance with any requirements relating to its portfolio as a whole; (d) The Sub-Adviser shall determine the securities to be purchased or sold by each Fund and as agent for the Trust will effect place portfolio transactions pursuant to its determinations either directly with the issuer or with any broker and/or dealer in such securities, subject to Section 3 below; (e) The Sub-Adviser shall maintain books and records with respect to the securities transactions of each Fund the Sub-Advised Assets and the Sub-Adviser (or the broker, at the Sub-Adviser’s discretion) shall render to the Adviser and the Trust's Board of Trustees such periodic and special reports as the Adviser or the Board may reasonably request; and; (f) The Sub-Adviser (or the broker, at the Sub-Adviser’s discretion) shall provide the Trust's custodian and fund accountant on each business day with information about Fund securities transactions for which it is responsible, and with such other information relating to the Trust as may be required under the terms of the then-current custody agreement between the Trust and the custodian; (g) With respect to the Sub-Advised Assets, the Sub-Adviser shall respond as quickly as reasonably practicable to any request from the Adviser or the Funds’ fund accountant for assistance in obtaining price sources for securities held by the Funds or determining a price when a price source is not available, and shall periodically review the prices used by the fund accountant to determine net asset value and advise the fund accountant promptly if any price appears to be incorrect; (h) With respect to the Sub-Advised Assets, the Sub-Adviser shall vote all proxies solicited by or with respect to the issuers of securities in which assets of the Funds may be invested from time to time. Such proxies will be voted in a manner that the Sub-Adviser deems, in good faith, to be in the best interests of the Funds and in accordance with the Sub-Adviser's proxy voting policy. The Sub-Adviser shall provide a copy of its proxy voting policy, and any amendments thereto, to the Adviser prior to the execution of this Agreement; (i) The Sub-Adviser hereby represents that it has adopted a written code of ethics to ensure compliance with the requirements of Rule 17j-1 under the 1940 Act and will provide the Adviser and the Trust with a copy of the code and evidence of its adoption. Within 45 days of the last calendar quarter of each year while this Agreement is in effect, the Sub-Adviser shall provide to the Board a written report that describes any issues arising under the code of ethics since the last report to the Board, including, but not limited to, information about material violations of the code and sanctions imposed in response to the material violations; and which certifies that the Sub-Adviser has adopted procedures reasonably necessary to prevent access persons (as that term is defined in Rule 17j-1) from violating the code; (j) The Sub-Adviser agrees to maintain adequate compliance procedures to ensure its compliance with the 1940 Act, Advisers Act, as amended, and other applicable federal and state regulations. The Sub-Adviser shall provide to the Trust's Chief Compliance Officer the executive summary of its annual written report regarding the Sub-Adviser's compliance program within a reasonable time following preparation of such annual written report. (k) The Sub-Adviser, during the term of this Agreement, agrees to maintain its registration as an investment adviser with the Securities and Exchange Commission under the Advisers Act.

Sub-Adviser's Duties. Subject to the general supervision and oversight of the Trust's Board of Trustees (the "Board") and the Adviser, the Sub-Adviser shall, employing its discretion, manage the investment operations of each the Fund and the composition of the portfolio of securities and investments (including cash) belonging to each the Fund, including the purchase, retention and disposition thereof and the execution of agreements relating thereto, in accordance with the Fund's ’s investment objective, policies and restrictions as stated in the Trust's Fund’s then-current Prospectus and Statement of Additional Information (togethercollectively, the "Prospectus") and subject to the following understandings: (a) The Sub-Adviser shall furnish a continuous investment program for each the Fund and determine from time to time what investments or securities will be purchased, retained or sold by each the Fund and what portion of the assets belonging to each the Fund will be invested or held uninvested un-invested as cash; (b) The Sub-Adviser shall use its best judgment in the performance of its duties under this Agreement; (c) The Sub-Adviser, in the performance of its duties and obligations under this Agreementagreement for the Fund, shall act in conformity with the TrustFund's Declaration declaration of Trusttrust, its Byby-Laws laws and its Prospectus the Fund’s registration statement and with the reasonable instructions and directions of the Trust's Board of Trustees and the Adviser Adviser, and will conform to and comply with the requirements of the 1940 Act and all other applicable federal and state laws and regulations; (dc) The Sub-Adviser shall determine the securities and other investments to be purchased or sold by each the Fund and as agent for the Trust will effect place portfolio transactions pursuant to its determinations either directly with the issuer or with any broker and/or dealer in such securitiessecurities and other investments, subject to Section 3 paragraph heading: Execution of Purchase and Sale Orders below; (ed) The Sub-Adviser shall maintain books and records with respect to the transactions in securities transactions and/or other investments of each the Fund and shall render to the Adviser and the Trust's Board of Trustees such periodic and special reports as the Adviser or the Board may reasonably request; and; (fe) The Sub-Adviser shall provide the TrustFund's custodian and fund accountant on each business day with information about the Fund’s transactions in securities and/or other investments, and with such other information relating to the Trust Fund as may be required under the terms of the then-current custody agreement between the Trust Fund and the custodian; (f) The Sub-Adviser shall respond promptly to any request from the Adviser or the Fund’s fund accountant for assistance in obtaining price sources for securities and other investments held by the Fund or determining a price when a price source is not available, and promptly review the prices used by the Fund’s accountant to determine net asset value and advise the Fund’s accountant promptly if any price appears to be incorrect. The final price of any security and other investment will be determined in accordance with the Fund’s fair value procedures; (g) The Sub-Adviser shall be responsible for: (i) directing how the Fund should vote proxies solicited by issuers of securities and other investments beneficially owned by the Fund, and (ii) making any elections relative to any mergers, acquisitions, tender offers, bankruptcy proceedings or other type events pertaining to the securities and other investments held by the Fund; (h) The Sub-Adviser represents that it has adopted a written code of ethics complying with the requirements of rule 17j-1 under the 1940 Act and will provide the Adviser and the Fund with a copy of the code and evidence of its adoption. Within 45 days of the last calendar quarter of each year while this agreement is in effect, the Sub- Adviser shall provide to the board a written report that describes any issues arising under the code of ethics since the last report to the board, including, but not limited to, information about material violations of the code and sanctions imposed in response to the material violations; and which certifies that the sub-adviser has adopted procedures reasonably necessary to prevent access persons (as that term is defined in rule 17j-1) from violating the code; (i) The Sub-Adviser agrees to maintain adequate compliance procedures to ensure its compliance with the 1940 Act, the Advisers Act, and other applicable federal and state regulations. The Sub-Adviser shall provide to the Fund's chief compliance officer an annual written report regarding the sub-adviser's compliance program. (j) The Adviser has delivered to the Sub-Adviser copies of (i) the Trust Instrument and Bylaws, (ii) the Fund’s Registration Statement and all amendments thereto filed with the SEC pursuant to the Securities Act of 1933, as amended (the “Securities Act”), or the 1940 Act, and (iii) all procedures adopted by the Fund regarding the Fund, and shall promptly furnish the Sub-Adviser with all amendments of or supplements to the foregoing. The Fund shall deliver to the Sub-Adviser (a) a certified copy of the resolution of the Board appointing the Sub-Adviser and authorizing the execution and delivery of this Agreement, (b) a copy of all proxy statements and related materials relating to the Fund, and (c) any other documents, materials, or information that the Sub-Adviser shall reasonably request to enable it to perform its duties pursuant to this Agreement. The Adviser shall furnish to the Sub-Adviser a copy of each amendment of or supplement to the foregoing promptly after the adoption of each amendment or supplement. (k) The Sub-Adviser has delivered to the Adviser and the Fund (i) a copy of its Form ADV Part 2 as most recently filed with the SEC. The Sub-Adviser shall promptly furnish the Adviser and Fund with all amendments of or supplements to the foregoing at least annually.

Sub-Adviser's Duties. Subject to the general supervision and oversight of the Trust's Board of Trustees (the "Board") and the Adviser, the Sub-Adviser shall, employing its discretion, manage the investment operations of each the Fund and the composition of all of the portfolio of securities and investments (including cash) belonging to each the Fund, including the purchase, retention and disposition thereof and the execution of agreements relating thereto, thereto in accordance with the Fund's ’s investment objective, policies and restrictions as stated in the Trust's Fund’s then-current Prospectus and Statement of Additional Information (together, the "“Prospectus"”) and subject to the following understandings: (a) The Sub-Adviser shall furnish a continuous investment program for each the Fund and determine from time to time what investments or securities will be purchased, retained or sold by each the Fund and what portion of the assets belonging to each the Fund will be invested or held uninvested as cash; (b) The Sub-Adviser shall use its best judgment in the performance of its duties under this Agreementagreement; (c) The Sub-Adviser, in the performance of its duties and obligations under this Agreementagreement for the Fund, shall act in conformity with the Trust's Declaration declaration of Trusttrust, its Byby-Laws laws and its Prospectus the Fund's prospectus and with the reasonable instructions and directions of the Trust's Board of Trustees and the Adviser Adviser, and will conform to and comply with the requirements of the 1940 Act and the applicable rules and regulations promulgated thereunder by the Securities and Exchange Commission, interpretive guidance issued thereunder by the SEC and/or its staff and all other applicable federal and state laws and regulations; (d) The Sub-Adviser shall determine the securities and other investments to be purchased or sold by each the Fund and as agent for the Trust will effect place portfolio transactions pursuant to its determinations either directly with the issuer or with any broker and/or dealer in such securitiessecurities and other investments, subject to Section 3 paragraph entitled “Execution of Purchase and Sale Orders” below; (e) The Sub-Adviser shall maintain books and records with respect to the securities investment transactions of each the Fund and shall render to the Adviser and the Trust's Board of Trustees such periodic and special reports as the Adviser or the Board may reasonably request; and; (f) The Sub-Adviser shall provide the Trust's ’s custodian and fund accounting agent on each business day with information about the Fund’s investment transactions, and with such other information relating to the Trust as may be required under the terms of the then-current custody agreement between the Trust and the custodian.; (g) The Sub-Adviser shall respond promptly to any request from the Adviser or the Fund’s accounting agent for assistance in obtaining price sources for investments held by the Fund or determining a price when a price source is not available, and promptly review the prices used by the Fund’s accountant to determine net asset value and advise the Fund’s accountant promptly if any price appears to be incorrect; (h) The Sub-Adviser shall provide such information and assistance as may be required to enable the Adviser to fulfill its obligations under the Trust’s Liquidity Risk Management Program including, but not limited to, review of all liquidity determinations regarding the Fund’s holdings; (i) The Sub-Adviser shall be responsible for: (1) directing the manner in which proxies solicited by issuers of investments beneficially owned by the Fund shall be voted, and (2) making any elections relative to any mergers, acquisitions, tender offers, bankruptcy proceedings or other types of events pertaining to the investments held by the Fund in accounts managed by Sub-Adviser; (j) The Sub-Adviser hereby represents that it has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and will provide the Adviser and the Trust with a copy of the code and evidence of its adoption. Within 45 days of the last calendar quarter of each year while the Sub- Advisory Agreement is in effect, the Sub-Adviser shall provide to the Board a written report that describes any issues arising under the code of ethics since the last report to the Board, including, but not limited to, information about material violations of the code and sanctions imposed in response to the material violations, and which certifies that the Sub-Adviser has adopted procedures reasonably necessary to prevent access persons (as that term is defined in Rule 17j-1) from violating the code; (k) The Sub-Adviser agrees to maintain adequate compliance procedures to ensure its compliance with the 1940 Act, the Advisers Act and other applicable federal and state regulations. The Sub-Adviser shall provide to the Trust’s chief compliance officer an annual written report regarding the Sub-Adviser’s compliance program consistent with its obligations under the Advisers Act;

Sub-Adviser's Duties. Subject to the general supervision of the Trust's Board of Trustees (the "Board") and the Adviser, the Sub-Adviser shall, employing its discretion, manage the investment operations of each Fund and the composition of the portfolio of securities and investments (including cash) belonging to each Fund, including the purchase, retention and disposition thereof and the execution of agreements relating thereto, in accordance with the Fund's investment objective, policies and restrictions as stated in the Trust's then-current Prospectus and Statement of Additional Information (together, the "Prospectus") and subject to the following understandings: (a) The Sub-Adviser shall furnish a continuous investment program for each Fund and determine from time to time what investments or securities will be purchased, retained or sold by each Fund and what portion of the assets belonging to each Fund will be invested or held uninvested as cash; (b) The Sub-Adviser shall use its best judgment in the performance of its duties under this Agreement; (c) The Sub-Adviser, in the performance of its duties and obligations under this AgreementAgreement for each Fund, shall act in conformity with the Trust's Declaration of Trust, its By-Laws and its Prospectus and with the instructions and directions of the Trust's Board of Trustees and the Adviser and will conform to and comply with the requirements of the 1940 Act and all other applicable federal and state laws and regulations; (d) The Sub-Adviser shall determine the securities to be purchased or sold by each Fund and as agent for the Trust will effect portfolio transactions pursuant to its determinations either directly with the issuer or with any broker and/or dealer in such securities, subject to Section 3 below; (e) The Sub-Adviser shall maintain books and records with respect to the securities transactions of each Fund and shall render to the Adviser and the Trust's Board of Trustees such periodic and special reports as the Adviser or the Board may request; and (f) The Sub-Adviser shall provide the Trust's custodian with such information relating to the Trust as may be required under the terms of the then-current custody agreement between the Trust and the custodian.

Sub-Adviser's Duties. Subject to the general supervision and oversight of the Trust's ’s Board of Trustees (the "“Board"”) and the Adviser, the Sub-Adviser shall, employing its discretion, manage the investment operations of each the Fund and the composition of the portfolio of securities and investments (including cash) belonging to each the Fund, including the purchase, retention and disposition thereof and the execution of agreements relating thereto, in accordance with the Fund's ’s investment objective, policies and restrictions as stated in the Trust's Fund’s then-current Prospectus and Statement of Additional Information (together, the "“Prospectus"”) and subject to the following understandings: (a) The Sub-Adviser shall furnish a continuous investment program for each the Fund and determine from time to time what investments or securities will be purchased, retained or sold by each the Fund and what portion of the assets belonging to each the Fund will be invested or held uninvested as cash; (b) The Sub-Adviser shall use its best judgment in the performance of its duties under this Sub- Advisory Agreement; (c) The Sub-Adviser, in the performance of its duties and obligations under this AgreementSub-Advisory Agreement for the Fund, shall act in conformity with the Trust's Declaration ’s declaration of Trusttrust, its Byby-Laws laws and its Prospectus the Fund’s prospectus and with the reasonable instructions and directions of the Trust's ’s Board of Trustees and the Adviser Adviser, and will conform to and comply with the requirements of the 1940 Act and all other applicable federal and state laws and regulations; (d) The Sub-Adviser shall determine the securities to be purchased or sold by each the Fund and as agent for the Trust will effect place portfolio transactions pursuant to its determinations either directly with the issuer or with any broker and/or dealer in such securities, subject to Section 3 paragraph heading: Execution of Purchase and Sale Orders below; (e) The Sub-Adviser shall maintain books and records with respect to the securities transactions of each the Fund and shall render to the Adviser adviser and the Trust's ’s Board of Trustees such periodic and special reports as the Adviser or the Board board may reasonably request; and; (f) The Sub-Adviser shall provide the Trust's custodian ’s custodian, fund accountant and the Adviser on each business day with information about the Fund’ securities transactions, and with such other information relating to the Trust as may be required under the terms of the then-then- current custody agreement between the Trust and the custodian; (g) The Sub-Adviser shall respond promptly to any request from the Adviser or the Fund’s fund accountant for assistance in obtaining price sources for securities held by the Fund or determining a price when a price source is not available, and promptly review the prices used by the Fund’ accountant to determine net asset value and advise the Fund’s accountant promptly if any price appears to be incorrect; (h) The Sub-Adviser shall be responsible for: (1) directing the manner in which proxies solicited by issuers of securities beneficially owned by the Fund shall be voted when requested by the Adviser, and (2) making any elections relative to any mergers, acquisitions, tender offers, bankruptcy proceedings or other type events pertaining to the securities held by the Fund; (i) The Sub-Adviser hereby represents that it has adopted a written code of ethics complying with the requirements of rule 17j-1 under the 1940 Act and will provide the Adviser and the Trust with a copy of the code and evidence of its adoption. Within 45 days of the last calendar quarter of each year while the Sub-Advisory Agreement is in effect, the Sub- Adviser shall provide to the board a written report that describes any issues arising under the code of ethics since the last report to the board, including, but not limited to, information about material violations of the code and sanctions imposed in response to the material violations; and which certifies that the sub-adviser has adopted procedures reasonably necessary to prevent access persons (as that term is defined in rule 17j-1) from violating the code; and (j) The Sub-Adviser agrees to maintain adequate compliance procedures to ensure its compliance with the 1940 Act, the Investment Advisers Act of 1940, as amended, and other applicable federal and state regulations. The Sub-Adviser shall provide to the Trust’s chief compliance officer an annual written report regarding the Sub-Adviser’s compliance program.

Sub-Adviser's Duties. Subject to the general supervision and oversight of the Trust's Board of Trustees (the "Board") and the Adviser, the Sub-Adviser shall, employing its discretion, manage the investment operations of each the Fund and the composition of all of the portfolio of securities and investments (including cash) belonging to each the Fund, including the purchase, retention and disposition thereof and the execution of agreements relating thereto, thereto in accordance with the Fund's ’s investment objective, policies and restrictions as stated in the Trust's Fund’s then-current Prospectus and Statement of Additional Information (together, the "“Prospectus"”) and subject to the following understandings: (a) The Sub-Adviser shall furnish a continuous investment program for each the Fund and determine from time to time what investments or securities will be purchased, retained or sold by each the Fund and what portion of the assets belonging to each the Fund will be invested or held uninvested as cash; (ba) The Sub-Adviser shall use its best judgment in the performance of its duties under this Agreementagreement; (cb) The Sub-Adviser, in the performance of its duties and obligations under this Agreementagreement for the Fund, shall act in conformity with the Trust's Declaration declaration of Trusttrust, its Byby-Laws laws and its Prospectus the Fund's prospectus and with the reasonable instructions and directions of the Trust's Board of Trustees and the Adviser Adviser, and will conform to and comply with the requirements of the 1940 Act and all other applicable federal and state laws and regulations; (db) The Sub-Adviser shall determine the securities and other investments to be purchased or sold by each the Fund and as agent for the Trust will effect place portfolio transactions pursuant to its determinations either directly with the issuer or with any broker and/or dealer in such securitiessecurities and other investments, subject to Section 3 paragraph entitled “Execution of Purchase and Sale Orders” below; (ec) The Sub-Adviser shall maintain books and records with respect to the securities investment transactions of each the Fund and shall render to the Adviser and the Trust's Board of Trustees such periodic and special reports as the Adviser or the Board may reasonably request; and; (fd) The Sub-Adviser shall provide the Trust's ’s custodian and fund accounting agent on each business day with information about the Fund’s investment transactions, and with such other information relating to the Trust as may be required under the terms of the then-current custody agreement between the Trust and the custodian; (e) The Sub-Adviser shall respond promptly to any request from the Adviser or the Fund’s accounting agent for assistance in obtaining price sources for investments held by the Fund or determining a price when a price source is not available, and promptly review the prices used by the Fund’s accountant to determine net asset value and advise the Fund’s accountant promptly if any price appears to be incorrect; (f) The Sub-Adviser shall be responsible for: (1) directing the manner in which proxies solicited by issuers of investments beneficially owned by the Fund shall be voted, and (2) making any elections relative to any mergers, acquisitions, tender offers, bankruptcy proceedings or other types of events pertaining to the investments held by the Fund in accounts managed by Sub-Adviser; (g) The Sub-Adviser hereby represents that it has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and will provide the Adviser and the Trust with a copy of the code and evidence of its adoption. Within 45 days of the last calendar quarter of each year while the Sub-Advisory Agreement is in effect, the Sub-Adviser shall provide to the Board a written report that describes any issues arising under the code of ethics since the last report to the Board, including, but not limited to, information about material violations of the code and sanctions imposed in response to the material violations, and which certifies that the Sub-Adviser has adopted procedures reasonably necessary to prevent access persons (as that term is defined in Rule 17j-1) from violating the code; (h) The Sub-Adviser agrees to maintain adequate compliance procedures relative to its compliance with the 1940 Act, the Advisers Act, as amended, and other applicable federal and state regulations. The Sub-Adviser shall provide to the Trust’s chief compliance officer an annual written report regarding the Sub-Adviser’s compliance program consistent with its obligations under the Advisers Act. The Trust’s Chief Complinace Officer shall remain responsible for ensuring Fund compliance with the 1940 Act. The Sub-adviser’s role relative 1940 Act compliance shall be limited to those requirements expressly pertaining to Sub-Advsier’s sub-investment management services to the Fund.

Sub-Adviser's Duties. Subject to the general supervision of the Trust's Board of Trustees (the "Board") and the Adviser, the Sub-Adviser shall, employing its discretion, manage the investment operations of each Fund and the composition for that portion of the portfolio of securities and investments Fund's assets that are assigned to the Sub-Adviser by the Adviser (including cash) belonging to each Fundthe "Sub-Advised Assets"), including the purchase, retention and disposition thereof and the execution of agreements relating thereto, in accordance with the Fund's investment objectiveobjectives, policies and restrictions as stated in the TrustFund's then-current most recent Prospectus and Statement of Additional Information that have been provided to Sub-Adviser by Adviser (together, the "Prospectus") and subject to the following understandings: (a) The Sub-Adviser shall furnish a continuous investment program for each Fund the Sub-Advised Assets and determine from time to time time, with respect to the Sub-Advised Assets, what investments or securities will be purchased, retained or sold by each the Fund and what portion of the assets belonging to each Fund Sub-Advised Assets will be invested or held uninvested as cash; (b) The Sub-Adviser shall use its best judgment in the performance of its duties under this Agreement; (c) The Sub-Adviser, in the performance of its duties and obligations under this AgreementAgreement for the Fund, shall act in conformity with the most recent version of the Trust's Declaration of Trust, its By-Laws and its the Fund's Prospectus that have been provided to it by the Adviser and with the reasonable instructions and directions of the Trust's Board of Trustees and the Adviser Adviser, and will conform to and comply with the requirements of the 1940 Act and all other applicable federal and state laws and regulations; (d) The Sub-Adviser shall determine the securities to be purchased or sold by each Fund and as agent for the Trust will effect place portfolio transactions pursuant to its determinations either directly with the issuer or with any broker and/or dealer in such securities, subject to Section 3 below; (e) The Sub-Adviser shall maintain books and records with respect to the securities transactions of each Fund the Sub-Advised Assets and the Sub-Adviser (or the broker, at the Sub-Adviser’s discretion) shall render to the Adviser and the Trust's Board of Trustees such periodic and special reports as the Adviser or the Board may reasonably request; and; (f) The Sub-Adviser (or the broker, at the Sub-Adviser’s discretion) shall provide the Trust's custodian and fund accountant on each business day with information about Fund securities transactions for which it is responsible, and with such other information relating to the Trust as may be required under the terms of the then-current custody agreement between the Trust and the custodian; (g) With respect to the Sub-Advised Assets, the Sub-Adviser shall respond as quickly as reasonably possible to any request from the Adviser or the Fund's fund accountant for assistance in obtaining price sources for securities held by the Fund or determining a price when a price source is not available, and shall periodically review the prices used by the fund accountant to determine net asset value and advise the fund accountant promptly if any price appears to be incorrect; (h) With respect to the Sub-Advised Assets, the Sub-Adviser shall vote all proxies solicited by or with respect to the issuers of securities in which assets of the Fund may be invested from time to time. Such proxies will be voted in a manner that the Sub-Adviser deems, in good faith, to be in the best interests of the Fund and in accordance with the Sub-Adviser's proxy voting policy. The Sub-Adviser shall provided a copy of its proxy voting policy, and any amendments thereto, to the Adviser prior to the execution of this Agreement; (i) The Sub-Adviser hereby represents that it has adopted a written code of ethics to ensure compliance with the requirements of Rule 17j-1 under the 1940 Act and will provide the Adviser and the Trust with a copy of the code and evidence of its adoption. Within 45 days of the last calendar quarter of each year while this Agreement is in effect, the Sub-Adviser shall provide to the Board a written report that describes any issues arising under the code of ethics since the last report to the Board, including, but not limited to, information about material violations of the code and sanctions imposed in response to the material violations; and which certifies that the Sub-Adviser has adopted procedures reasonably necessary to prevent access persons (as that term is defined in Rule 17j-1) from violating the code; (j) The Sub-Adviser agrees to maintain adequate compliance procedures to ensure its compliance with the 1940 Act, Advisers Act, as amended, and other applicable federal and state regulations. The Sub-Adviser shall provide to the Trust's Chief Compliance Officer the executive summary of its annual written report regarding the Sub-Adviser's compliance program within a reasonable time following preparation of such annual written report.

Sub-Adviser's Duties. Subject to the general supervision and oversight of the Trust's Board of Trustees (the "“Board"”) and the Adviser, the Sub-Adviser shall, employing its discretion, manage the investment operations of each the Fund and the composition of the portfolio of securities and investments (including cash) belonging to each the Fund, including the purchase, retention and disposition thereof and the execution of agreements relating thereto, in accordance with the Fund's ’s investment objective, policies and restrictions as stated in the TrustFund's then-current Prospectus and Statement of Additional Information (together, the "Prospectus") and subject to the following understandings: (aA) The Sub-Adviser shall furnish a continuous investment program for each the Fund (the “Investment Program”); and determine from time to time what investments or securities will be purchased, retained or sold by each the Fund and what portion of the assets belonging to each the Fund will be invested or held uninvested as cash; (bB) The Sub-Adviser shall use its best judgment judgement in the performance of its duties under this Sub-Advisory Agreement; (cC) The Sub-Adviser, in the performance of its duties and obligations under this AgreementSub-Advisory Agreement for the Fund, shall act in conformity with the Trust's Declaration declaration of Trusttrust, its Byby-Laws laws and its the Fund's Prospectus and as far as is reasonably practicable in the context of the investment mandate, the Sub-Adviser will: (i) act with the reasonable instructions and directions of the Trust's Board of Trustees and the Adviser and will Adviser; (ii) conform to and comply with the requirements of the 1940 Act as required of a sub-adviser under the 1940 Act; and all other (iii) comply with applicable federal and state laws and regulations; (dD) The Sub-Adviser shall determine the securities to be purchased or sold by each the Fund and as agent for the Trust will effect place portfolio transactions pursuant to its determinations either directly with the issuer or with any broker and/or dealer in such securities, subject to Section 3 paragraph heading: Execution of Purchase and Sale Orders below; (eE) The Sub-Adviser shall maintain procure maintenance of the books and records with respect to the securities transactions of each the Fund and shall render to the Adviser and the Trust's Board of Trustees (“Board”) such periodic and special reports as the Adviser or the and Board may reasonably request; and; (fF) The Sub-Adviser shall provide the Trust's custodian and fund accountant on each Business Day (as defined below) with information about the Fund’s securities transactions, and with such other information relating to the Trust as may be required under the terms of the then-current custody agreement between the Trust and the custodian.. Business Day means a day the Fund is open for business as set forth in the Fund’s Prospectus; (G) The Sub-Adviser shall respond promptly or shall procure a prompt response to any request from the Adviser or the Fund’s fund accountant for assistance in obtaining price sources for securities held by the Fund or determining a price when a price source is not available, and shall promptly review or procure prompt review of the prices used by the Fund’s accountant to determine net asset value and advise the Fund’s accountant promptly if any price appears to be incorrect;

Sub-Adviser's Duties. Subject to the general supervision of the Trust's Board of Trustees (the "Board") and the Adviser, the Sub-Adviser shall, employing its discretion, manage the investment operations of each Fund and the composition of the portfolio of securities and investments (including cash) belonging to each a Fund, including the purchase, retention and disposition thereof and the execution of agreements relating thereto, in accordance with the each Fund's ’s investment objective, policies and restrictions as stated in the Trust's Funds’ then-current Prospectus and Statement of Additional Information (togethercollectively, the "“Prospectus"”) and subject to the following understandings: (a) The Sub-Adviser shall furnish a continuous investment program for each Fund and determine from time to time what investments or securities will be purchased, retained or sold by each Fund the Funds and what portion of the assets belonging to each Fund the Funds will be invested or held uninvested un-invested as cash; (b) The Sub-Adviser shall use its best judgment in the performance of its duties under this Agreementagreement; (c) The Sub-Adviser, in the performance of its duties and obligations under this Agreementagreement for the Funds, shall act in conformity with the Trust's Declaration ’s declaration of Trusttrust, its Byby-Laws laws and its Prospectus the Funds’ registration statement and with the reasonable instructions and directions of the Trust's Board of Trustees and the Adviser Adviser, and will conform to and comply with the requirements of the 1940 Act and all other applicable federal and state laws and regulations; (d) The Sub-Adviser shall determine the securities to be purchased or sold by each Fund the Funds and as agent for the Trust will effect place portfolio transactions pursuant to its determinations either directly with the issuer or with any broker and/or dealer in such securities, subject to Section 3 paragraph heading: Execution of Purchase and Sale Orders below; (e) The Sub-Adviser shall maintain books and records with respect to the securities transactions of each Fund the Funds and shall render to the Adviser and the Trust's Board of Trustees such periodic and special reports as the Adviser or the Board may reasonably request; and; (f) The Sub-Adviser shall provide the Trust's ’s custodian and fund accountant on each business day with information about the Funds’ securities transactions, and with such other information relating to the Trust as may be required under the terms of the then-current custody agreement between the Trust and the custodian; (g) The Sub-Adviser shall respond promptly to any request from the Adviser or the Funds’ fund accountant for assistance in obtaining price sources for securities held by a Fund or determining a price when a price source is not available, and promptly review the prices used by the Funds’ accountant to determine net asset value and advise the Funds’ accountant promptly if any price appears to be incorrect. The final price of any security will be determined in accordance with the Trust’s fair value procedures; (h) The Sub-Adviser shall be responsible for: (i) directing how a Fund should vote proxies solicited by issuers of securities beneficially owned by a Fund, and (ii) making any elections relative to any mergers, acquisitions, tender offers, bankruptcy proceedings or other type events pertaining to the securities held by a Fund; (i) The Sub-Adviser represents that it has adopted a written code of ethics complying with the requirements of rule 17j-l under the 1940 Act and will provide the Adviser and the Trust with a copy of the code and evidence of its adoption. Within 45 days of the last calendar quarter of each year while this agreement is in effect, the Sub- Adviser shall provide to the board a written report that describes any issues arising under the code of ethics since the last report to the board, including, but not limited to, information about material violations of the code and sanctions imposed in response to the material violations; and which certifies that the sub-adviser has adopted procedures reasonably necessary to prevent access persons (as that term is defined in rule 17j-1) from violating the code; (j) The Sub-Adviser agrees to maintain adequate compliance procedures to ensure its compliance with the 1940 Act, the Advisers Act, and other applicable federal and state regulations. The Sub-Adviser shall provide to the Trust’s chief compliance officer an annual written report regarding the sub-adviser’s compliance program. (k) The Adviser has delivered to the Sub-Adviser copies of (i) the Trust Instrument and Bylaws, (ii) the Trust’s Registration Statement (for the Funds) and all amendments thereto filed with the SEC pursuant to the Securities Act of 1933, as amended (the “Securities Act”), or the 1940 Act, and (iii) all procedures adopted by the Trust regarding a Fund, and shall promptly furnish the Sub-Adviser with all amendments of or supplements to the foregoing. The Trust shall deliver to the Sub-Adviser (a) a certified copy of the resolution of the Board appointing the Sub-Adviser and authorizing the execution and delivery of this Agreement, (b) a copy of all proxy statements and related materials relating to a Fund, and (c) any other documents, materials, or information that the Sub-Adviser shall reasonably request to enable it to perform its duties pursuant to this Agreement. The Adviser shall furnish to the Sub-Adviser a copy of each amendment of or supplement to the foregoing promptly after the adoption of each amendment or supplement. (l) The Sub-Adviser has delivered to the Adviser and the Trust (i) a copy of its Form ADV as most recently filed with the SEC. The Sub-Adviser shall promptly furnish the Adviser and Trust with all amendments of or supplements to the foregoing at least annually.

Sub-Adviser's Duties. Subject to the general supervision of the -------------------- Trust's Board of Trustees (the "Board") and the Adviser, the Sub-Adviser shall, employing its discretion, manage the investment operations of each the Fund and the composition of the portfolio of securities and investments (including cash) belonging to each the Fund, including the purchase, retention and disposition thereof and the execution of agreements relating thereto, in accordance with the Fund's investment objective, policies and restrictions as stated in the TrustFund's then-current Prospectus and Statement of Additional Information (together, the "Prospectus") and subject to the following understandings: (a) The Sub-Adviser shall furnish a continuous investment program for each the Fund and determine from time to time what investments or securities will be purchased, retained or sold by each the Fund and what portion of the assets belonging to each the Fund will be invested or held uninvested as cash; (b) The Sub-Adviser shall use its best judgment in the performance of its duties under this Agreement; (c) The Sub-Adviser, in the performance of its duties and obligations under this AgreementAgreement for the Fund, shall act in conformity with the Trust's Declaration of Trust, its By-Laws and its the Fund's Prospectus and with the instructions and directions of the Trust's Board of Trustees and the Adviser and will conform to and comply with the requirements of the 1940 Act and all other applicable federal and state laws and regulations; (d) The Sub-Adviser shall determine the securities to be purchased or sold by each the Fund and as agent for the Trust will effect portfolio transactions pursuant to its determinations either directly with the issuer or with any broker and/or dealer in such securities, subject to Section 3 below; (e) The Sub-Adviser shall maintain books and records with respect to the securities transactions of each the Fund and shall render to the Adviser and the Trust's Board of Trustees such periodic and special reports as the Adviser or the Board may request; and (f) The Sub-Adviser shall provide the Trust's custodian with such information relating to the Trust as may be required under the terms of the then-current custody agreement between the Trust and the custodian.

Sub-Adviser's Duties. Subject to the general supervision of the Trust's ’s Board of Trustees (the "Board") and the Adviser, the Sub-Adviser shall, employing its discretion, manage the investment operations of each Fund and for the composition of the portfolio of securities and investments (including cash) belonging to each FundSub-Advised Assets, including the purchase, retention and disposition thereof and the execution of agreements relating thereto, in accordance with the Fund's ’s investment objectiveobjectives, policies and restrictions as stated in the Trust's then-current Fund’s most recent Prospectus and Statement of Additional Information that have been provided to the Sub-Adviser by the Adviser (together, the "“Prospectus"”) and subject to the following understandings: (a) The Sub-Adviser shall furnish a continuous investment program for each Fund the Sub-Advised Assets and determine from time to time in its discretion, with respect to the Sub-Advised Assets, what investments or securities will be purchased, retained or sold by each the Fund and what portion of the assets belonging to each Fund Sub-Advised Assets will be invested or held uninvested as cash; (b) The Sub-Adviser shall use its best commercially reasonable judgment in the performance of its duties under this Agreement; (c) The Sub-Adviser, in the performance of its duties and obligations under this AgreementAgreement for the Fund, shall act in conformity with the Trust's Declaration most recent version of Trust, its By-Laws and its the Fund’s Prospectus that has been provided to it by the Adviser and with the reasonable instructions and directions of the Trust's Board of Trustees and the Adviser Adviser, and subject to the oversight of the Board and the Adviser, and will conform to and comply with the requirements of the 1940 Act and all other applicable federal and state laws and regulations; (d) The Sub-Adviser shall determine the securities to be purchased or sold by each Fund and as agent for the Trust will effect place portfolio transactions pursuant to its determinations either directly with the issuer or with any broker and/or dealer in such securities, subject to Section 3 below; (e) The Sub-Adviser shall maintain books and records with respect to the securities transactions of each Fund the Sub-Advised Assets and shall render to the Adviser and the Trust's ’s Board of Trustees such periodic and special reports as the Adviser or the Board may reasonably request; and; (f) The Sub-Adviser shall have the authority to instruct the Trust’s custodian and fund accountant on each business day to: (i) pay cash or cash equivalents for securities and other property delivered for the Fund, (ii) deliver or accept delivery of, upon receipt of payment or payment upon receipt of, securities, commodities or other property underlying any futures or options contracts, and other property purchased or sold for the Fund; (iii) deposit margin or collateral which shall include the transfer of money, securities or other property to the extent necessary to meet the obligations of the Fund with respect to any investments made pursuant to the Trust’s registration statement, provided, however, that unless otherwise approved by the Adviser, any such deposit of margin or collateral shall be effected by transfer or segregation within an account maintained for the Fund by its custodian subject to a control agreement, acceptable in form and substance to the Adviser, pursuant to which such custodian agrees and accepts entitlement, orders or instructions from the secured party with respect to such margin or collateral. (g) With respect to the Sub-Advised Assets, the Sub-Adviser shall provide reasonable assistance to the Adviser and the Fund’s fund accountant in order to help obtain price sources for securities held by the Fund and to help determine a price when a price source is not available. The Sub-Adviser shall provide reasonable assistance to the fund accountant in reviewing the prices used to determine the net asset value of the Sub-Advised Assets and advise the fund accountant promptly if any such price appears to be incorrect. Notwithstanding the foregoing, the Adviser understands and agrees that it, and not the Sub-Adviser or any of its affiliates, shall be ultimately responsible for the valuation of all portfolio securities held by the Fund. The Sub-Adviser will maintain adequate records with respect to securities valuation information provided hereunder, and shall provide such information to the Adviser upon request; (h) With respect to the Sub-Advised Assets, the Sub-Adviser shall vote all proxies solicited by or with respect to the issuers of securities in which assets of the Fund may be invested from time to time. Such proxies will be voted in a manner that the Sub-Adviser deems, in good faith, to be in the best interests of the Fund and in accordance with the Sub-Adviser’s proxy voting policy. The Sub-Adviser shall provide a copy of its proxy voting policy, and any amendments thereto, to the Adviser prior to the execution of this Agreement; (i) The Sub-Adviser hereby represents that it has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and will provide the Trust's custodian Adviser and the Trust with a copy of such information relating code and evidence of its adoption. Within 45 days of the last calendar quarter of each year while this Agreement is in effect, the Sub-Adviser shall provide to the Trust as may be required Board a written report that describes any material issues arising under the terms code of ethics since the last report to the Board, including, but not limited to, information about material violations of the thencode and sanctions imposed in response to the material violations; and which certifies that the Sub-current custody agreement between Adviser has adopted procedures reasonably necessary to prevent access persons (as that term is defined in Rule 17j-1) from violating the Trust code; (j) The Sub-Adviser agrees to maintain adequate compliance procedures to ensure its compliance with the 1940 Act, the Investment Advisers Act of 1940, as amended, and other applicable federal and state regulations. The Sub-Adviser shall provide to the custodianTrust’s Chief Compliance Officer the executive summary of its annual written report regarding the Sub-Adviser’s compliance program.

Sub-Adviser's Duties. Subject to the general supervision and oversight of the Trust's Board of Trustees (the "Board") and the Adviser, the Sub-Adviser shall, employing its discretion, manage the investment operations of each the Fund and the composition of all of the portfolio of securities and investments (including cash) belonging to each the Fund, including the purchase, retention and disposition thereof and the execution of agreements relating thereto, thereto in accordance with the Fund's ’s investment objective, policies and restrictions as stated in the Trust's Fund’s then-current Prospectus and Statement of Additional Information (together, the "“Prospectus"”) and subject to the following understandings: (a) The Sub-Adviser shall furnish a continuous investment program for each the Fund and determine from time to time what investments or securities will be purchased, retained or sold by each the Fund and what portion of the assets belonging to each the Fund will be invested or held uninvested as cash; (ba) The Sub-Adviser shall use its best judgment in the performance of its duties under this Agreementagreement; (cb) The Sub-Adviser, in the performance of its duties and obligations under this Agreementagreement for the Fund, shall act in conformity with the Trust's Declaration declaration of Trusttrust, its Byby-Laws laws and its Prospectus the Fund's prospectus and with the reasonable instructions and directions of the Trust's Board of Trustees and the Adviser Adviser, and will conform to and comply with the requirements of the 1940 Act and all other applicable federal and state laws and regulations; (db) The Sub-Adviser shall determine the securities and other investments to be purchased or sold by each the Fund and as agent for the Trust will effect place portfolio transactions pursuant to its determinations either directly with the issuer or with any broker and/or dealer in such securitiessecurities and other investments, subject to Section 3 paragraph entitled “Execution of Purchase and Sale Orders” below; (ec) The Sub-Adviser shall maintain books and records with respect to the securities investment transactions of each the Fund and shall render to the Adviser and the Trust's Board of Trustees such periodic and special reports as the Adviser or the Board may reasonably request; and; (fd) The Sub-Adviser shall provide the Trust's ’s custodian and fund accounting agent on each business day with information about the Fund’s investment transactions, and with such other information relating to the Trust as may be required under the terms of the then-current custody agreement between the Trust and the custodian.; (e) The Sub-Adviser shall respond promptly to any request from the Adviser or the Fund’s accounting agent for assistance in obtaining price sources for investments held by the Fund or determining a price when a price source is not available, and promptly review the prices used by the Fund’s accountant to determine net asset value and advise the Fund’s accountant promptly if any price appears to be incorrect; (f) The Sub-Adviser shall provide such information and assistance as may be required to enable the Adviser to fulfill its obligations under the Trust’s Liquidity Risk Management Program including, but not limited to, review of all liquidity determinations regarding the Fund’s holdings; (g) The Sub-Adviser shall be responsible for: (1) directing the manner in which proxies solicited by issuers of investments beneficially owned by the Fund shall be voted, and (2) making any elections relative to any mergers, acquisitions, tender offers, bankruptcy proceedings or other types of events pertaining to the investments held by the Fund in accounts managed by Sub-Adviser; (h) The Sub-Adviser hereby represents that it has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and will provide the Adviser and the Trust with a copy of the code and evidence of its adoption. Within 45 days of the last calendar quarter of each year while the Sub-Advisory Agreement is in effect, the Sub-Adviser shall provide to the Board a written report that describes any issues arising under the code of ethics since the last report to the Board, including, but not limited to, information about material violations of the code and sanctions imposed in response to the material violations, and which certifies that the Sub-Adviser has adopted procedures reasonably necessary to prevent access persons (as that term is defined in Rule 17j-1) from violating the code; (i) The Sub-Adviser agrees to maintain adequate compliance procedures to ensure its compliance with the 1940 Act, the Advisers Act, as amended, and other applicable federal and state regulations. The Sub-Adviser shall provide to the Trust’s chief compliance officer an annual written report regarding the Sub-Adviser’s compliance program consistent with its obligations under the Advisers Act;

Sub-Adviser's Duties. Subject to the general supervision of the Trust's Board of Trustees (the "Board") and the Adviser, the Sub-Adviser shall, employing its discretionon a discretionary basis, manage assist in the management of the investment operations of each the Fund and manage the composition of the portfolio of securities and investments (including cash) belonging to each the Fund, including the purchase, retention and disposition thereof and the execution of agreements relating thereto, in accordance with the Fund's ’s investment objective, policies and restrictions as stated in the Trust's Fund’s then-current Prospectus and Statement of Additional Information (togethercollectively, the "“Prospectus"”) and subject to the following understandings: (a) The Sub-Adviser shall furnish a continuous investment program for each the Fund and determine from time to time what investments or securities will be purchased, retained or sold by each the Fund and what portion of the assets belonging to each the Fund will be invested or held uninvested un-invested as cash; (b) The Sub-Adviser shall use its best judgment in the performance of its duties under this Agreement;[Reserved] (c) The Sub-Adviser, in the performance of its duties and obligations under this Agreementagreement for the Fund, shall act in conformity with the Trust's Declaration of Trust, its By-Laws and its Fund’s Prospectus and with the reasonable instructions and directions of the Trust's Board of Trustees and the Adviser Adviser, and will conform to and comply with the requirements of the 1940 Act and all other applicable federal and state laws and regulations; (d) The Sub-Adviser shall may determine the securities to be purchased or sold by each the Fund and as agent for direct the Trust will effect Adviser to place portfolio transactions pursuant to its determinations either directly with the issuer or with any broker and/or dealer in such securities, subject to Section 3 paragraph heading: Execution of Purchase and Sale Orders below. For avoidance of doubt, the Adviser, and not the Sub-Adviser, will be responsible for placing all trades on behalf of the Fund and seeking best execution on behalf of the Fund; (e) The Sub-Adviser shall maintain books and records of all recommendations made pursuant to this Agreement and to the extent is given discretionary authority with respect to the securities transactions of each the Fund and shall render to the Adviser and the Trust's Board of Trustees such periodic and special reports as the Adviser or the Board may reasonably request; and; (f) The Sub-Adviser shall respond promptly to any request from the Adviser or the Fund’s accountant for assistance in obtaining price sources for securities held by a Fund or determining a price when a price source is not available, and promptly review the prices used by the Fund’s accountant to determine net asset value and advise the Fund’s accountant promptly if any price appears to be incorrect. The final price of any security will be determined in accordance with the Trust’s fair value procedures which include the Adviser as valuation designee; (g) The Sub-Adviser shall not be responsible for: (i) directing the manner in which proxies solicited by issuers of securities beneficially owned by the Fund shall be voted, and (ii) making any elections relative to any mergers, acquisitions, tender offers, bankruptcy proceedings or other type events pertaining to the securities held by the Fund; (h) The Sub-Adviser hereby represents that it has adopted a written code of ethics complying with the requirements of rule 17j-1 under the 1940 Act and will provide the Adviser and the Trust with a copy of the code and evidence of its adoption. Within 45 days of the last calendar quarter of each year while this Agreement is in effect, the Sub-Adviser shall provide to the Board a written report that describes any issues arising under the code of ethics since the last report to the Board, including, but not limited to, information about material violations of the code and sanctions imposed in response to the material violations; and which certifies that the Sub-Adviser has adopted procedures reasonably necessary to prevent access persons (as that term is defined in rule 17j-1) from violating the code; (i) The Sub-Adviser agrees to maintain adequate compliance procedures reasonably designed to maintain its compliance in all material respects with the 1940 Act, the Advisers Act and other applicable federal and state regulations. The Sub-Adviser shall provide to the Trust's custodian ’s chief compliance officer an annual written report regarding the Sub-Adviser’s compliance program. (j) The Adviser has delivered to the Sub-Adviser copies of (i) the Trust’s Declaration of Trust and Bylaws, (ii) the Trust’s Registration Statement with such information respect to the Fund, all exhibits thereto, and all amendments thereto filed with the SEC pursuant to the Securities Act of 1933, as amended (the “Securities Act”), or the 1940 Act, (iii) the Fund’s current Prospectus, and (iv) all procedures adopted by the Trust with respect to the Fund (i.e., repurchase agreement procedures). Upon request, the Trust shall deliver to the Sub-Adviser (a) a certified copy of the resolution of the Board appointing the Sub-Adviser and authorizing the execution and delivery of this Agreement, (b) a copy of all proxy statements and related materials relating to the Trust as Fund, and (c) any other documents, materials or information that the Sub-Adviser shall reasonably request to enable it to perform its duties pursuant to this Agreement or to comply with applicable laws. The Sub-Adviser may be required under the terms disclose only that portion of the theninformation which is advised by legal counsel that is required by law to be disclosed. The Adviser shall furnish, to the extent practicable, to the Sub-current custody agreement between Adviser a copy of each amendment of or supplement to the foregoing reasonably in advance of the adoption of each amendment or supplement. (k) The Sub-Adviser has delivered to the Adviser and the Trust (i) a copy of its Form ADV as most recently filed with the SEC. The Sub-Adviser shall promptly furnish the Adviser and Trust with all amendments of or supplements to the custodianforegoing at least annually.

Sub-Adviser's Duties. Subject to the general supervision and oversight of the Trust's Board of Trustees (the "Board") and the Adviser, the Sub-Adviser shall, employing its discretion, manage the investment operations of each the Fund and the composition of all of the portfolio of securities and investments (including cash) belonging to each the Fund, including the purchase, retention and disposition thereof and the execution of agreements relating thereto, thereto in accordance with the Fund's ’s investment objective, policies and restrictions as stated in the Trust's Fund’s then-current Prospectus and Statement of Additional Information (together, the "“Prospectus"”) and subject to the following understandings: (a) The Sub-Adviser shall furnish a continuous investment program for each the Fund and determine from time to time what investments or securities will be purchased, retained or sold by each the Fund and what portion of the assets belonging to each the Fund will be invested or held uninvested as cash; (b) The Sub-Adviser shall use its best judgment in the performance of its duties under this Agreementagreement; (c) The Sub-Adviser, in the performance of its duties and obligations under this Agreementagreement for the Fund, shall act in conformity with the Trust's Declaration declaration of Trusttrust, its Byby-Laws laws and its Prospectus the Fund's prospectus and with the reasonable instructions and directions of the Trust's Board of Trustees and the Adviser Adviser, and will conform to and comply with the requirements of the 1940 Act and all other applicable federal and state laws and regulations; (d) The Sub-Adviser shall determine the securities and other investments to be purchased or sold by each the Fund and as agent for the Trust will effect place portfolio transactions pursuant to its determinations either directly with the issuer or with any broker and/or dealer in such securitiessecurities and other investments, subject to Section 3 paragraph entitled “Execution of Purchase and Sale Orders” below; (e) The Sub-Adviser shall maintain books and records with respect to the securities investment transactions of each the Fund and shall render to the Adviser and the Trust's Board of Trustees such periodic and special reports as the Adviser or the Board may reasonably request; and; (f) The Sub-Adviser shall provide the Trust's ’s custodian and fund accounting agent on each business day with information about the Fund’s investment transactions, and with such other information relating to the Trust as may be required under the terms of the then-current custody agreement between the Trust and the custodian.; (g) The Sub-Adviser shall respond promptly to any request from the Adviser or the Fund’s accounting agent for assistance in obtaining price sources for investments held by the Fund or determining a price when a price source is not available, and promptly review the prices used by the Fund’s accountant to determine net asset value and advise the Fund’s accountant promptly if any price appears to be incorrect; (h) The Sub-Adviser shall be responsible for: (1) directing the manner in which proxies solicited by issuers of investments beneficially owned by the Fund shall be voted, and (2) making any elections relative to any mergers, acquisitions, tender offers, bankruptcy proceedings or other types of events pertaining to the investments held by the Fund; (i) The Sub-Adviser hereby represents that it has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and will provide the Adviser and the Trust with a copy of the code and evidence of its adoption. Within 45 days of the last calendar quarter of each year while the Sub-Advisory Agreement is in effect, the Sub-Adviser shall provide to the Board a written report that describes any issues arising under the code of ethics since the last report to the Board, including, but not limited to, information about material violations of the code and sanctions imposed in response to the material violations, and which certifies that the Sub-Adviser has adopted procedures reasonably necessary to prevent access persons (as that term is defined in Rule 17j-1) from violating the code; (j) The Sub-Adviser agrees to maintain adequate compliance procedures to ensure its compliance with the 1940 Act, the Advisers Act, as amended, and other applicable federal and state regulations. The Sub-Adviser shall provide to the Trust’s chief compliance officer an annual written report regarding the Sub-Adviser’s compliance program consistent with its obligations under the Advisers Act;

Sub-Adviser's Duties. Subject to the general supervision of the Trust's Board of Trustees (the "Board") and the Adviser, the Sub-Adviser shall, employing its discretion, manage the investment operations of each the Fund and the composition of the portfolio of securities and investments (including cash) belonging to each the Fund, including the purchase, retention and disposition thereof and the execution of agreements relating thereto, in accordance with the Fund's investment objective, policies and restrictions as stated in the TrustFund's then-current Prospectus and Statement of Additional Information (together, the "Prospectus") and subject to the following understandings: (a) The Sub-Adviser shall furnish a continuous investment program for each the Fund and determine from time to time what investments or securities will be purchased, retained or sold by each the Fund and what portion of the assets belonging to each the Fund will be invested or held uninvested as cash; (b) The Sub-Adviser shall use its best judgment in the performance of its duties under this Agreement; (c) The Sub-Adviser, in the performance of its duties and obligations under this AgreementAgreement for the Fund, shall act in conformity with the Trust's Declaration of Trust, its Trust and By-Laws Laws, the Fund's Prospectus and its Prospectus Statement of Additional Information and the applicable provisions of the Advisory Agreement, and with the instructions and directions of the Trust's Board of Trustees and the Adviser and will conform to and comply with the requirements of the 1940 Act and all other applicable federal and state laws and regulations; (d) The Sub-Adviser shall determine the securities to be purchased or sold by each the Fund and as agent for the Trust will effect portfolio transactions pursuant to its determinations either directly with the issuer or with any broker and/or dealer in such securities, subject to Section 3 below; (e) The Sub-Adviser shall maintain books and records with respect to the securities transactions of each the Fund and shall render to the Adviser and the Trust's Board of Trustees such periodic and special reports as the Adviser or the Board may request; and (f) The Sub-Adviser shall provide the Trust's custodian with such information relating to the Trust as may be required under the terms of the then-current custody agreement between the Trust and the custodian.

Sub-Adviser's Duties. Subject to the general supervision of the Trust's Board of Trustees (the "Board") and the Adviser, the Sub-Adviser shall, employing its discretion, manage the investment operations of each Fund and the composition for that portion of the portfolio Fund's assets assigned to the Sub-Adviser by the Adviser (the "Sub-Advised Assets") as well as the notional trading size of securities and investments (including cash) belonging to each Fundthe Sub-Adviser Assets, including the purchase, retention and disposition thereof and the execution of agreements relating thereto, in accordance with the Fund's investment objectiveobjectives, policies and restrictions as stated in the TrustFund's then-current most recent Prospectus and Statement of Additional Information that have been provided to Sub-Adviser by Adviser (together, the "Prospectus") and subject to the following understandings: (a) The Sub-Adviser shall furnish a continuous investment program for each Fund the Sub-Advised Assets and determine from time to time time, with respect to the Sub-Advised Assets, what investments or securities will be purchased, retained or sold by each the Fund and what portion of the assets belonging to each Fund Sub-Advised Assets will be invested or held uninvested as cash; (b) The Sub-Adviser shall use its best judgment in the performance of its duties under this Agreement; (c) The Sub-Adviser, in the performance of its duties and obligations under this AgreementAgreement for the Fund, shall act in conformity with the most recent version of the Trust's Declaration of Trust, its By-Laws and its the Fund's Prospectus that have been provided to it by the Adviser and with the reasonable instructions and directions of the Trust's Board of Trustees and the Adviser Adviser, and will conform to and comply with the requirements of the 1940 Act and all other applicable federal and state laws and regulations; (d) The Sub-Adviser shall determine the securities to be purchased or sold by each Fund and as agent for the Trust will effect place portfolio transactions pursuant to its determinations either directly with the issuer or with any broker and/or dealer in such securitiessecurities or financial instruments, subject to Section 3 below; (e) The Sub-Adviser shall maintain books and records with respect to the transactions in securities transactions and other financial instruments of each Fund the Sub-Advised Assets and shall render to the Adviser and the Trust's Board of Trustees such periodic and special reports as the Adviser or the Board may reasonably request; and; (f) The Sub-Adviser shall provide the Trust's custodian and fund accountant on each business day with information about Fund transactions in securities and other financial instruments for which it is responsible, and with such other information relating to the Trust as may be required under the terms of the then-current custody agreement between the Trust and the custodian; (g) With respect to the Sub-Advised Assets, the Sub-Adviser shall respond as quickly as reasonably possible to any request from the Adviser or the Fund's fund accountant for assistance in obtaining price sources for securities or other financial instruments held by the Fund or determining a price when a price source is not available, and shall periodically review the prices used by the fund accountant to determine net asset value and advise the fund accountant promptly if any price appears to be incorrect; (h) The Sub-Adviser hereby represents that it has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and will provide the Adviser and the Trust with a copy of the code and evidence of its adoption. Within 45 days of the last calendar quarter of each year while this Agreement is in effect, the Sub-Adviser shall provide to the Board a written report that describes any issues arising under the code of ethics since the last report to the Board, including, but not limited to, information about material violations of the code and sanctions imposed in response to the material violations; and which certifies that the Sub-Adviser has adopted procedures reasonably necessary to prevent access persons (as that term is defined in Rule 17j-1) from violating the code; (i) The Sub-Adviser agrees to maintain adequate compliance procedures to ensure its compliance with the 1940 Act, the Investment Advisers Act of 1940, as amended, and other applicable federal and state regulations with respect to its trading for the Fund. The Sub-Adviser shall provide to the Trust's Chief Compliance Officer the executive summary of its annual written report regarding the Sub-Adviser's compliance program. (j) Unless and until the Sub-Adviser is otherwise informed in writing, it is intended that all Fund assets without exception serve as “segregated assets” for the Sub-Adviser’s compliance, with respect to its own trading, with the 1940 Act’s applicable rules of asset segregation. The Adviser shall therefore cause all assets of the Fund not allocated to the Sub-Adviser for its own trading to be held in an account marked as a “segregated account”. (k) Some of the trading of the Sub-Adviser’s investment program may be done in the Fund’s wholly owned subsidiary, LCMFS Fund Limited, as determined by the Adviser with the Sub-Adviser’s consent. (l) The Sub-Adviser shall promptly notify the Adviser of any circumstance that could reasonably be deemed to materially affect its ability to perform its obligations and services as described in the Sub-Advisory Agreement or that could have a negative impact on the Fund and the Adviser. Such circumstances, could include, but are not limited to, items such as: 1) any potential legal or regulatory actions or litigation pertaining to the Sub-Adviser or any of its key employees and the disclosure of the results of those actions; 2) any material operational disruptions caused by the loss of functionality for key personnel or systems; 3) Any circumstance that would cause the Fund to revise its offering documents or marketing material.

Sub-Adviser's Duties. Subject to the general supervision of the Trust's Board of Trustees (the "Board") and the Adviser, the Sub-Adviser shall, employing its discretion, manage the implement an investment operations of each Fund and the composition program for that portion of the portfolio Fund's assets assigned to the Sub-Adviser by the Adviser (the ''Sub-Advised Assets"), as well as the notional trading size of securities and investments (including cash) belonging to each Fundthe Sub-Advised Assets, including the purchase, retention and disposition thereof and the execution of agreements relating thereto, in accordance with the Fund's investment objectiveobjectives, policies and restrictions as stated in the TrustFund's then-current most recent Prospectus and Statement of Additional Information that have been provided to Sub-Adviser by Adviser (together, the "Prospectus") and subject to the following understandings: (a) The Sub-Adviser shall furnish a continuous investment program for each Fund the Sub- Advised Assets and determine from time to time time, with respect to the Sub-Advised Assets, what investments or securities will be purchased, retained or sold by each the Fund and what portion of the assets belonging to each Fund Sub-Advised Assets will be invested or held uninvested as cash. Without limiting the foregoing, the Sub-Adviser shall have discretionary authority to buy, sell, hold, or dispose of futures contracts, security futures contracts, foreign exchange spots and forwards, foreign exchange non-deliverable forwards (NDFs), swaps, options, and other derivative instruments traded on U.S. and non-U.S. exchanges and transaction facilities (regulated and over-the-counter), and any rights pertaining thereto (collectively, "Commodity Interests"); (b) The Sub-Adviser shall use its best judgment in the performance of its duties under this Agreement;. The Adviser recognizes that speculative trading of Commodity Interests involves substantial risks, and that the opinions and actions of the Sub-Adviser will be based on information believed to be reliable but not guaranteed by or to the Sub-Adviser. The Sub-Advisor will have no duties or obligations to the Trust or the Adviser other than as set forth xxxx.xx and does not guarantee that its services will result in a profit for the Trust. Adviser acknowledges and agrees that Sub- Adviser shall not have any legal or financial responsibility for performance or losses unless directly attributable to the gross negligence or willful misconduct of the Sub-Adviser, including the Sub- Adviser's failure to adhere to any investment policies and restrictions as described in the Prospectus. (c) The Sub-Adviser, in the performance of its duties and obligations under this AgreementAgreement for the Fund, shall act in conformity with the most recent version of the Trust's Declaration of Trust, its By-Laws and its the Fund's Prospectus that have been provided to it by the Adviser and with the reasonable written instructions and directions of the Trust's Board of Trustees and the Adviser Adviser, and will conform to and comply with the applicable requirements of the 1940 Act and all other applicable federal and state laws and regulations; (d) The Sub-Adviser shall determine the securities to be purchased or sold by each Fund and as agent for the Trust will effect place portfolio transactions pursuant to its determinations either directly with the issuer or with any broker and/or dealer in such securitiessecurities or financial instruments, subject to Section 3 below; (e) The Sub-Adviser shall maintain books and records with respect to the transactions in securities transactions and other financial instruments of each Fund the Sub-Advised Assets and shall render to the Adviser and the Trust's Board of Trustees such periodic and special reports as the Adviser or the Board may reasonably request; and; (f) The Sub-Adviser shall provide the Trust's custodian and fund accountant on each business day with information about Fund transactions in securities and other financial instruments for which it is responsible, and with such other information relating to the Trust as may be required under the terms of the then-current custody agreement between the Trust and the custodian; (g) With respect to the Sub-Advised Assets, the Sub-Adviser shall respond as quickly as reasonably possible to any request from the Adviser or the Fund's fund accountant for assistance in obtaining price sources for securities or other financial instruments held by the Fund or determining a price when a price source is not available; (h) The Sub-Adviser hereby represents that it has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and will provide the Adviser and the Trust with a copy of the code. Within 45 days of the last calendar quarter of each year while this Agreement is in effect, the Sub-Adviser shall provide to the Board a written report that describes any issues arising under the code of ethics since the last report to the Board, including, but not limited to, information about material violations of the code and sanctions imposed in response to the material violations; and which certifies that the Sub-Adviser has adopted procedures reasonably necessary to prevent access persons (as that term is defined in Rule 17j-1) from violating the code; (i) The Sub-Adviser agrees to maintain adequate compliance procedures to ensure its compliance with the 1940 Act, the Investment Advisers Act of 1940, as amended, and other applicable federal and state regulations with respect to its trading for the Fund. The Sub-Adviser shall provide to the Trust's Chief Compliance Officer the executive summary of its annual written report regarding the Sub-Adviser's compliance program. (j) Unless and until the Sub-Adviser is otherwise informed in writing, it is intended that all Fund assets without exception serve as "segregated assets" for the Sub-Adviser's compliance, with respect to its own trading, with the 1940 Act's applicable rules of asset segregation. The Adviser shall therefore cause all assets of the Fund not allocated to the Sub-Adviser for its own trading to be held in an account marked as a "segregated account". (k) Some of the trading of the Sub-Adviser's investment program may be done in the Fund's wholly owned subsidiary, LCSA Fund Limited, as determined by the Adviser with the Sub- Adviser's consent. (l) In the event the Sub-Adviser receives any notices of proxy voting rights or class action suits involving issuers, counterparties or other parties in interest with respect to the Sub-Adviser Assets, the Sub-Adviser shall not have authority to act on behalf of the Sub-Advised Assets; instead, the Adviser shall retain all such authority. The Sub-Adviser shall promptly forward any such notice to the Adviser. (m) The Sub-Adviser shall promptly notify the Adviser of any circumstance that could reasonably be deemed to materially affect its ability to perform its obligations and services as described in the Sub-Advisory Agreement or that could have a negative impact on the Fund and the Adviser. Such circumstances, could include, but are not limited to, items such as: 1) any pending legal or regulatory actions or litigation pertaining to the Sub-Adviser or any of its key employees and the disclosure of the results of those actions; 2) any material operational disruptions caused by the loss of functionality for key personnel or systems; 3) Any circumstance that would cause the Fund to materially revise its offering documents.

Sub-Adviser's Duties. Subject to the general supervision of the Trust's ’s Board of Trustees (the "“Board"”) and the Adviser, the Sub-Adviser shall, employing its discretion, manage the investment operations of each Fund the Funds and the composition of the portfolio of securities and investments (including cash) belonging to each Fundthe Funds, including the purchase, retention and disposition thereof and the execution of agreements relating thereto, in accordance with the Fund's Funds’ investment objective, policies and restrictions as stated in the Trust's Funds’ then-current Prospectus and Statement of Additional Information (togethercollectively, the "“Prospectus"”) and subject to the following understandings: (a) The Sub-Adviser shall furnish a continuous investment program for each Fund and determine from time to time what investments or securities will be purchased, retained or sold by each Fund and what portion of the assets belonging to each Fund will be invested or held uninvested as cash; (b) The Sub-Adviser shall use its best judgment in the performance of its duties under this Agreementagreement; (cb) The Sub-Adviser, in the performance of its duties and obligations under this Agreementagreement for the Funds, shall act in conformity with the Trust's Declaration ’s declaration of Trusttrust, its Byby-Laws laws and its Prospectus the Funds’ prospectus and with the reasonable instructions and directions of the Trust's ’s Board of Trustees and the Adviser Adviser, and will conform to and comply with the requirements of the 1940 Act and all other applicable federal and state laws and regulations; (dc) The Sub-Adviser shall determine the securities to be purchased or sold by each Fund and as agent for the Trust will effect place portfolio transactions pursuant to its determinations the Adviser’s determination either directly with the issuer or with any broker and/or dealer in such securities, subject to Section 3 paragraph heading: Execution of Purchase and Sale Orders below; (ed) The Sub-Adviser shall maintain books and records with respect to the securities transactions of each Fund the Funds and shall render to the Adviser adviser and the Trust's ’s Board of Trustees such periodic and special reports as the Adviser or the Board board may reasonably request; and; (fe) The Sub-Adviser shall provide the Trust's ’s custodian and fund accountant on each business day with information about the Funds’ securities transactions, and with such other information relating to the Trust as may be required under the terms of the then-current custody agreement between the Trust and the custodian; (f) The Sub-Adviser shall respond promptly to any request from the Adviser or the Funds’ fund accountant for assistance in obtaining price sources for securities held by the Funds or determining a price when a price source is not available, and promptly review the prices used by the Funds’ accountant to determine net asset value and advise the Funds’ accountant promptly if any price appears to be incorrect; (g) The Sub-Adviser shall be responsible for: (i) directing the manner in which proxies solicited by issuers of securities beneficially owned by the Funds shall be voted, and (ii) making any elections relative to any mergers, acquisitions, tender offers, bankruptcy proceedings or other type events pertaining to the securities held by the Funds; (h) The Sub-Adviser hereby represents that it has adopted a written code of ethics complying with the requirements of rule 17j-1 under the 1940 Act and will provide the Adviser and the Trust with a copy of the code and evidence of its adoption. Within 45 days of the last calendar quarter of each year while this agreement is in effect, the Sub-Adviser shall provide to the board a written report that describes any issues arising under the code of ethics since the last report to the board, including, but not limited to, information about material violations of the code and sanctions imposed in response to the material violations; and which certifies that the sub-adviser has adopted procedures reasonably necessary to prevent access persons (as that term is defined in rule 17j-1) from violating the code; (i) The Sub-Adviser agrees to maintain adequate compliance procedures to ensure its compliance with the 1940 Act, the Investment Advisers Act of 1940, as amended, and other applicable federal and state regulations. The Sub-Adviser shall provide to the trust’s chief compliance officer an annual written report regarding the sub-adviser’s compliance program. (j) The Sub-Adviser has delivered to the Adviser and the Trust (i) a copy of its Form ADV as most recently filed with the SEC. The Sub-Adviser shall promptly furnish the Adviser and Trust with all amendments of or supplements to the foregoing at least annually.

Sub-Adviser's Duties. Subject to the general supervision of the Trust's Board of Trustees (the "Board") and the Adviser, the Sub-Adviser shall, employing its discretion, manage the investment operations of each Fund and the composition for that portion of the portfolio Fund's assets assigned to the Sub-Adviser by the Adviser (the "Sub-Advised Assets") as well as the notional trading size of securities and investments (including cash) belonging to each Fundthe Sub-Adviser Assets , including the purchase, retention and disposition thereof and the execution of agreements relating thereto, in accordance with the Fund's investment objectiveobjectives, policies and restrictions as stated in the TrustFund's then-current most recent Prospectus and Statement of Additional Information that have been provided to Sub-Adviser by Adviser (together, the "Prospectus") and subject to the following understandings: (a) The Sub-Adviser shall furnish a continuous investment program for each Fund the Sub-Advised Assets and determine from time to time time, with respect to the Sub-Advised Assets, what investments or securities will be purchased, retained or sold by each the Fund and what portion of the assets belonging to each Fund Sub-Advised Assets will be invested or held uninvested as cash; (b) The Sub-Adviser shall use its best judgment in the performance of its duties under this Agreement; (c) The Sub-Adviser, in the performance of its duties and obligations under this AgreementAgreement for the Fund, shall act in conformity with the most recent version of the Trust's Declaration of Trust, its By-Laws and its the Fund's Prospectus that have been provided to it by the Adviser and with the reasonable instructions and directions of the Trust's Board of Trustees and the Adviser Adviser, and will conform to and comply with the requirements of the 1940 Act and all other applicable federal and state laws and regulations; (d) The Sub-Adviser shall determine the securities to be purchased or sold by each Fund and as agent for the Trust will effect place portfolio transactions pursuant to its determinations either directly with the issuer or with any broker and/or dealer in such securitiessecurities or financial instruments, subject to Section 3 below; (e) The Sub-Adviser shall maintain books and records with respect to the transactions in securities transactions and other financial instruments of each Fund the Sub-Advised Assets and shall render to the Adviser and the Trust's Board of Trustees such periodic and special reports as the Adviser or the Board may reasonably request; and; (f) The Sub-Adviser shall provide the Trust's custodian and fund accountant on each business day with information about Fund transactions in securities and other financial instruments for which it is responsible, and with such other information relating to the Trust as may be required under the terms of the then-current custody agreement between the Trust and the custodian; (g) With respect to the Sub-Advised Assets, the Sub-Adviser shall respond as quickly as reasonably possible to any request from the Adviser or the Fund's fund accountant for assistance in obtaining price sources for securities or other financial instruments held by the Fund or determining a price when a price source is not available, and shall periodically review the prices used by the fund accountant to determine net asset value and advise the fund accountant promptly if any price appears to be incorrect; (h) With respect to the Sub-Advised Assets, the Sub-Adviser shall vote all proxies solicited by or with respect to the issuers of securities in which assets of the Fund may be invested from time to time. Such proxies will be voted in a manner that the Sub-Adviser deems, in good faith, to be in the best interests of the Fund and in accordance with the Sub-Adviser's proxy voting policy. The Sub-Adviser shall provide a copy of its proxy voting policy, and any amendments thereto, to the Adviser prior to the execution of this Agreement; (i) The Sub-Adviser hereby represents that it has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and will provide the Adviser and the Trust with a copy of the code and evidence of its adoption. Within 45 days of the last calendar quarter of each year while this Agreement is in effect, the Sub-Adviser shall provide to the Board a written report that describes any issues arising under the code of ethics since the last report to the Board, including, but not limited to, information about material violations of the code and sanctions imposed in response to the material violations; and which certifies that the Sub-Adviser has adopted procedures reasonably necessary to prevent access persons (as that term is defined in Rule 17j-1) from violating the code; (j) The Sub-Adviser agrees to maintain adequate compliance procedures to ensure its compliance with the 1940 Act, the Investment Advisers Act of 1940, as amended, and other applicable federal and state regulations with respect to its trading for the Fund. The Sub-Adviser shall provide to the Trust's Chief Compliance Officer the executive summary of its annual written report regarding the Sub-Adviser's compliance program. (k) Unless and until the Sub-Adviser is otherwise informed in writing, it is intended that all Fund assets without exception serve as “segregated assets” for the Sub-Adviser’s compliance, with respect to its own trading, with the 1940 Act’s applicable rules of asset segregation. The Adviser shall therefore cause all assets of the Fund not allocated to the Sub-Adviser for its own trading to be held in an account marked as a “segregated account”. (l) Some of the trading of the Sub-Adviser’s investment program may be done in the Fund’s wholly owned subsidiary, LCMFS Fund Limited, as determined by the Adviser with the Sub-Adviser’s consent. (m) The Sub-Adviser shall promptly notify the Adviser of any circumstance that could reasonably be deemed to materially affect its ability to perform its obligations and services as described in the Sub-Advisory Agreement or that could have a negative impact on the Fund and the Adviser. Such circumstances, could include, but are not limited to, items such as: a. any potential legal or regulatory actions or litigation pertaining to the Sub-Adviser or any of its key employees and the disclosure of the results of those actions; b. any material operational disruptions caused by the loss of functionality for key personnel or systems; c. any circumstance that would cause the Fund to revise its offering documents or marketing material.

Sub-Adviser's Duties. Subject to the general supervision and oversight of the Trust's ’s Board of Trustees (the "“Board"”) and the Adviser, the Sub-Adviser shall, employing its discretion, manage the investment operations of each Fund the Funds and the composition of the portfolio of securities and investments (including cash) belonging to each Fundthe Funds, including the purchase, retention and disposition thereof and the execution of agreements relating thereto, in accordance with the each Fund's ’s investment objective, policies and restrictions as stated in the Trust's then-each Fund’s then- current Prospectus and Statement of Additional Information (together, the "“Prospectus"”) and subject to the following understandings: (a) The Sub-Adviser shall furnish a continuous investment program for each Fund the Funds and determine from time to time what investments or securities will be purchased, retained or sold by each Fund the Funds and what portion of the assets belonging to each Fund will be invested or held uninvested as cash; (b) The Sub-Adviser shall use its best judgment in the performance of its duties under this Sub-Advisory Agreement; (c) The Sub-Adviser, in the performance of its duties and obligations under this AgreementSub-Advisory Agreement for the Funds, shall act in conformity with the Trust's Declaration ’s declaration of Trusttrust, its Byby-Laws laws and its Prospectus each Fund’s prospectus and with the reasonable instructions and directions of the Trust's ’s Board of Trustees and the Adviser Adviser, and will conform to and comply with the requirements of the 1940 Act and all other applicable federal and state laws and regulations; (d) The Sub-Adviser shall determine the securities to be purchased or sold by each Fund the Funds and as agent for the Trust will effect place portfolio transactions pursuant to its determinations either directly with the issuer or with any broker and/or dealer in such securities, subject to Section 3 paragraph heading: Execution of Purchase and Sale Orders below; (e) The Sub-Adviser shall maintain books and records with respect to the securities transactions of each Fund the Funds and shall render to the Adviser and the Trust's ’s Board of Trustees such periodic and special reports as the Adviser or the Board may reasonably request; and; (f) The Sub-Adviser shall provide the Trust's custodian ’s custodian, fund accountant and the Adviser on each business day with information about each Fund’s securities transactions, and with such other information relating to the Trust as may be required under the terms of the then-current custody agreement between the Trust and the custodian; (g) The Sub-Adviser shall respond promptly to any request from the Adviser or the Funds’ fund accountant for assistance in obtaining price sources for securities held by the Funds or determining a price when a price source is not available, and promptly review the prices used by the Fund’ accountant to determine net asset value and advise the Funds’ fund accountant promptly if any price appears to be incorrect; (h) The Sub-Adviser shall be responsible for: (1) directing the manner in which proxies solicited by issuers of securities beneficially owned by the Funds shall be voted when requested by the Adviser, and (2) making any elections relative to any mergers, acquisitions, tender offers, bankruptcy proceedings or other type events pertaining to the securities held by the Funds; (i) The Sub-Adviser shall provide such information and assistance as may be required to enable the Adviser to fulfill its obligations under the Trust’s Liquidity Risk Management Program including, but not limited to, review of all liquidity determinations regarding the Funds’ holdings; (j) The Sub-Adviser shall provide such information and assistance as may be required to enable the Adviser to fulfill its obligations under all existing and future securities regulations; (k) The Sub-Adviser hereby represents that it has adopted a written code of ethics complying with the requirements of rule 17j-1 under the 1940 Act and will provide the Adviser and the Trust with a copy of the code and evidence of its adoption. Within 45 days of the last calendar quarter of each year while the Sub-Advisory Agreement is in effect, the Sub-Adviser shall provide to the Board a written report that describes any issues arising under the code of ethics since the last report to the board, including, but not limited to, information about material violations of the code and sanctions imposed in response to the material violations; and which certifies that the Sub-Adviser has adopted procedures reasonably necessary to prevent access persons (as that term is defined in rule 17j-1) from violating the code; and (l) The Sub-Adviser agrees to maintain adequate compliance procedures to ensure its compliance with the 1940 Act, the Advisers Act, and other applicable federal and state regulations. The Sub-Adviser shall provide to the Trust’s chief compliance officer an annual written report regarding the Sub-Adviser’s compliance program.

Sub-Adviser's Duties. Subject to the general supervision of the Trust's ’s Board of Trustees (the "“Board"”) and the Adviser, the Sub-Adviser shall, employing its discretion, manage the investment operations of each Fund and the composition for that portion of the portfolio Fund’s assets assigned to the Sub-Adviser by the Adviser (the “Sub-Advised Assets”) as well as the notional trading size of securities and investments (including cash) belonging to each Fundthe Sub-Adviser Assets , including the purchase, retention and disposition thereof and the execution of agreements relating thereto, in accordance with the Fund's ’s investment objectiveobjectives, policies and restrictions as stated in the Trust's then-current Fund’s most recent Prospectus and Statement of Additional Information that have been provided to Sub-Adviser by Adviser (together, the "“Prospectus"”) and subject to the following understandings: (a) The Sub-Adviser shall furnish a continuous investment program for each Fund the Sub-Advised Assets and determine from time to time time, with respect to the Sub-Advised Assets, what investments or securities will be purchased, retained or sold by each the Fund and what portion of the assets belonging to each Fund Sub-Advised Assets will be invested or held uninvested as cash; (b) The Sub-Adviser shall use its best judgment in the performance of its duties under this Agreement; (c) The Sub-Adviser, in the performance of its duties and obligations under this AgreementAgreement for the Fund, shall act in conformity with the most recent version of the Trust's ’s Declaration of Trust, its By-Laws and its the Fund’s Prospectus that have been provided to it by the Adviser and with the reasonable instructions and directions of the Trust's ’s Board of Trustees and the Adviser Adviser, and will conform to and comply with the requirements of the 1940 Act and all other applicable federal and state laws and regulations; (d) The Sub-Adviser shall determine the securities to be purchased or sold by each Fund and as agent for the Trust will effect place portfolio transactions pursuant to its determinations either directly with the issuer or with any broker and/or dealer in such securitiessecurities or financial instruments, subject to Section 3 below; (e) The Sub-Adviser shall maintain books and records with respect to the transactions in securities transactions and other financial instruments of each Fund the Sub-Advised Assets and shall render to the Adviser and the Trust's ’s Board of Trustees such periodic and special reports as the Adviser or the Board may reasonably request; and; (f) The Sub-Adviser shall provide the Trust's ’s custodian and fund accountant on each business day with information about Fund transactions in securities and other financial instruments for which it is responsible, and with such other information relating to the Trust as may be required under the terms of the then-current custody agreement between the Trust and the custodian; (g) With respect to the Sub-Advised Assets, the Sub-Adviser shall respond as quickly as reasonably possible to any request from the Adviser or the Fund’s fund accountant for assistance in obtaining price sources for securities or other financial instruments held by the Fund or determining a price when a price source is not available, and shall periodically review the prices used by the fund accountant to determine net asset value and advise the fund accountant promptly if any price appears to be incorrect; (h) With respect to the Sub-Advised Assets, the Sub-Adviser shall vote all proxies solicited by or with respect to the issuers of securities in which assets of the Fund may be invested from time to time. Such proxies will be voted in a manner that the Sub-Adviser deems, in good faith, to be in the best interests of the Fund and in accordance with the Sub-Adviser’s proxy voting policy. The Sub-Adviser shall provided a copy of its proxy voting policy, and any amendments thereto, to the Adviser prior to the execution of this Agreement; (i) The Sub-Adviser hereby represents that it has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and will provide the Adviser and the Trust with a copy of the code and evidence of its adoption. Within 45 days of the last calendar quarter of each year while this Agreement is in effect, the Sub-Adviser shall provide to the Board a written report that describes any issues arising under the code of ethics since the last report to the Board, including, but not limited to, information about material violations of the code and sanctions imposed in response to the material violations; and which certifies that the Sub-Adviser has adopted procedures reasonably necessary to prevent access persons (as that term is defined in Rule 17j-1) from violating the code; (j) The Sub-Adviser agrees to maintain adequate compliance procedures to ensure its compliance with the 1940 Act, the Investment Advisers Act of 1940, as amended, and other applicable federal and state regulations with respect to its trading for the Fund. The Sub-Adviser shall provide to the Trust’s Chief Compliance Officer the executive summary of its annual written report regarding the Sub-Adviser’s compliance program. (k) Unless and until the Sub-Adviser is otherwise informed in writing, it is intended that all Fund assets without exception serve as “segregated assets” for the Sub-Adviser’s compliance, with respect to its own trading, with the 1940 Act’s applicable rules of asset segregation. The Adviser shall therefore cause all assets of the Fund not allocated to the Sub-Adviser for its own trading to be held in an account marked as a “segregated account”. (l) Some of the trading of the Sub-Adviser’s investment program may be done in the Fund’s wholly owned subsidiary, LCMFS Fund Limited, as determined by the Adviser with the Sub-Adviser’s consent. (m) The Sub-Adviser shall promptly notify the Adviser of any circumstance that could reasonably be deemed to materially affect its ability to perform its obligations and services as described in the Sub-Advisory Agreement or that could have a negative impact on the Fund and the Adviser. Such circumstances, could include, but are not limited to, items such as: a. any potential legal or regulatory actions or litigation pertaining to the Sub-Adviser or any of its key employees and the disclosure of the results of those actions; b. any material operational disruptions caused by the loss of functionality for key personnel or systems; c. Any circumstance that would cause the Fund to revise its offering documents or marketing material.

Sub-Adviser's Duties. Subject to the general supervision and oversight of the Trust's Board of Trustees (the "Board") and the Adviser, the Sub-Adviser shall, employing its discretion, manage the investment operations of each the Fund and the composition of all of the portfolio of securities and investments (including cash) belonging to each the Fund, including the purchase, retention and disposition thereof and the execution of agreements relating thereto, thereto in accordance with the Fund's ’s investment objective, policies and restrictions as stated in the Trust's Fund’s then-current Prospectus and Statement of Additional Information (together, the "“Prospectus"”) and subject to the following understandings: (a) The Sub-Adviser shall furnish a continuous investment program for each the Fund and determine from time to time what investments or securities will be purchased, retained or sold by each the Fund and what portion of the assets belonging to each the Fund will be invested or held uninvested as cash; (ba) The Sub-Adviser shall use its best judgment in the performance of its duties under this Agreementagreement; (cb) The Sub-Adviser, in the performance of its duties and obligations under this Agreementagreement for the Fund, shall act in conformity with the Trust's Declaration declaration of Trusttrust, its Byby-Laws laws and its Prospectus the Fund's prospectus and with the reasonable instructions and directions of the Trust's Board of Trustees and the Adviser Adviser, and will conform to and comply with the requirements of the 1940 Act and all other applicable federal and state laws and regulations; (db) The Sub-Adviser shall determine the securities and other investments to be purchased or sold by each the Fund and as agent for the Trust will effect place portfolio transactions pursuant to its determinations either directly with the issuer or with any broker and/or dealer in such securitiessecurities and other investments, subject to Section 3 paragraph entitled “Execution of Purchase and Sale Orders” below; (ec) The Sub-Adviser shall maintain books and records with respect to the securities investment transactions of each the Fund and shall render to the Adviser and the Trust's Board of Trustees such periodic and special reports as the Adviser or the Board may reasonably request; and; (fd) The Sub-Adviser shall provide the Trust's ’s custodian and fund accounting agent on each business day with information about the Fund’s investment transactions, and with such other information relating to the Trust as may be required under the terms of the then-current custody agreement between the Trust and the custodian; (e) The Sub-Adviser shall respond promptly to any request from the Adviser or the Fund’s accounting agent for assistance in obtaining price sources for investments held by the Fund or determining a price when a price source is not available, and promptly review the prices used by the Fund’s accountant to determine net asset value and advise the Fund’s accountant promptly if any price appears to be incorrect; (f) The Sub-Adviser shall be responsible for: (1) directing the manner in which proxies solicited by issuers of investments beneficially owned by the Fund shall be voted, and (2) making any elections relative to any mergers, acquisitions, tender offers, bankruptcy proceedings or other types of events pertaining to the investments held by the Fund in accounts managed by Sub-Adviser; (g) The Sub-Adviser hereby represents that it has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and will provide the Adviser and the Trust with a copy of the code and evidence of its adoption. Within 45 days of the last calendar quarter of each year while the Sub-Advisory Agreement is in effect, the Sub-Adviser shall provide to the Board a written report that describes any issues arising under the code of ethics since the last report to the Board, including, but not limited to, information about material violations of the code and sanctions imposed in response to the material violations, and which certifies that the Sub-Adviser has adopted procedures reasonably necessary to prevent access persons (as that term is defined in Rule 17j-1) from violating the code; (h) The Sub-Adviser agrees to maintain adequate compliance procedures relative to its compliance with the 1940 Act, the Advisers Act, as amended, and other applicable federal and state regulations. The Sub-Adviser shall provide to the Trust’s chief compliance officer an annual written report regarding the Sub-Adviser’s compliance program consistent with its obligations under the Advisers Act. The Trust’s Chief Compliance Officer shall remain responsible for ensuring Fund compliance with the 1940 Act. The Sub-adviser’s role relative 1940 Act compliance shall be limited to those requirements expressly pertaining to Sub-Adviser’s sub-investment management services to the Fund.

Sub-Adviser's Duties. Subject to the general supervision of the Trust's Board of Trustees (the "Board") and the Adviser, the Sub-Adviser shall, employing its discretion, manage the investment operations of each Fund and the composition of the portfolio of securities and investments (including cash) belonging to each a Fund, including the purchase, retention and disposition thereof and the execution of agreements relating thereto, in accordance with the each Fund's ’s investment objective, policies and restrictions as stated in the Trust's Funds’ then-current Prospectus and Statement of Additional Information (togethercollectively, the "“Prospectus"”) and subject to the following understandings: (a) The Sub-Adviser shall furnish a continuous investment program for each Fund and determine from time to time what investments or securities will be purchased, retained or sold by each Fund the Funds and what portion of the assets belonging to each Fund the Funds will be invested or held uninvested un-invested as cash; (b) The Sub-Adviser shall use its best judgment in the performance of its duties under this Agreementagreement; (c) The Sub-Adviser, in the performance of its duties and obligations under this Agreementagreement for the Funds, shall act in conformity with the Trust's Declaration ’s declaration of Trusttrust, its Byby-Laws laws and its Prospectus the Funds’ registration statement and with the reasonable instructions and directions of the Trust's Board of Trustees and the Adviser Adviser, and will conform to and comply with the requirements of the 1940 Act and all other applicable federal and state laws and regulations; (d) The Sub-Adviser shall determine the securities to be purchased or sold by each Fund the Funds and as agent for the Trust will effect place portfolio transactions pursuant to its determinations either directly with the issuer or with any broker and/or dealer in such securities, subject to Section 3 paragraph heading: Execution of Purchase and Sale Orders below; (e) The Sub-Adviser shall maintain books and records with respect to the securities transactions of each Fund the Funds and shall render to the Adviser and the Trust's Board of Trustees such periodic and special reports as the Adviser or the Board may reasonably request; and; (f) The Sub-Adviser shall provide the Trust's ’s custodian and fund accountant on each business day with information about the Funds’ securities transactions, and with such other information relating to the Trust as may be required under the terms of the then-current custody agreement between the Trust and the custodian; (g) The Sub-Adviser shall respond promptly to any request from the Adviser or the Funds’ fund accountant for assistance in obtaining price sources for securities held by a Fund or determining a price when a price source is not available, and promptly review the prices used by the Funds’ accountant to determine net asset value and advise the Funds’ accountant promptly if any price appears to be incorrect. The final price of any security will be determined in accordance with the Trust’s fair value procedures; (h) The Adviser shall be responsible for: (i) directing how a Fund should vote proxies solicited by issuers of securities beneficially owned by a Fund, and (ii) making any elections relative to any mergers, acquisitions, tender offers, bankruptcy proceedings or other type events pertaining to the securities held by a Fund; (i) The Sub-Adviser represents that it has adopted a written code of ethics complying with the requirements of rule 17j-l under the 1940 Act and will provide the Adviser and the Trust with a copy of the code and evidence of its adoption. Within 45 days of the last calendar quarter of each year while this agreement is in effect, the Sub-Adviser shall provide to the board a written report that describes any issues arising under the code of ethics since the last report to the board, including, but not limited to, information about material violations of the code and sanctions imposed in response to the material violations; and which certifies that the sub-adviser has adopted procedures reasonably necessary to prevent access persons (as that term is defined in rule 17j-1) from violating the code; (j) The Sub-Adviser agrees to maintain adequate compliance procedures to ensure its compliance with the 1940 Act, the Advisers Act, and other applicable federal and state regulations. The Sub-Adviser shall provide to the Trust’s chief compliance officer an annual written report regarding the sub-adviser’s compliance program. (k) The Adviser has delivered to the Sub-Adviser copies of (i) the Trust Instrument and Bylaws, (ii) the Trust’s Registration Statement (for the Funds) and all amendments thereto filed with the SEC pursuant to the Securities Act of 1933, as amended (the “Securities Act”), or the 1940 Act, and (iii) all procedures adopted by the Trust regarding a Fund, and shall promptly furnish the Sub-Adviser with all amendments of or supplements to the foregoing. The Trust shall deliver to the Sub-Adviser (a) a certified copy of the resolution of the Board appointing the Sub-Adviser and authorizing the execution and delivery of this Agreement, (b) a copy of all proxy statements and related materials relating to a Fund, and (c) any other documents, materials, or information that the Sub-Adviser shall reasonably request to enable it to perform its duties pursuant to this Agreement. The Adviser shall furnish to the Sub-Adviser a copy of each amendment of or supplement to the foregoing promptly after the adoption of each amendment or supplement. (l) The Sub-Adviser has delivered to the Adviser and the Trust (i) a copy of its Form ADV as most recently filed with the SEC. The Sub-Adviser shall promptly furnish the Adviser and Trust with all amendments of or supplements to the foregoing at least annually.

Sub-Adviser's Duties. Subject to the general supervision of the Trust's Board of Trustees (the "Board") and the Adviser, the Sub-Adviser shall, employing its discretion, manage the investment operations of each Fund and the composition for that portion of the portfolio Fund's assets assigned to the Sub-Adviser by the Adviser (the "Sub-Advised Assets") as well as the notional trading size of securities and investments (including cash) belonging to each Fundthe Sub-Adviser Assets, including the purchase, retention and disposition thereof and the execution of agreements relating thereto, in accordance with the Fund's investment objectiveobjectives, policies and restrictions as stated in the TrustFund's then-current most recent Prospectus and Statement of Additional Information that have been provided to Sub-Adviser by Adviser (together, the "Prospectus") and subject to the following understandings: (a) The Sub-Adviser shall furnish a continuous investment program for each Fund the Sub- Advised Assets and determine from time to time time, with respect to the Sub-Advised Assets, what investments or securities will be purchased, retained or sold by each the Fund and what portion of the assets belonging to each Fund Sub-Advised Assets will be invested or held uninvested as cash; (b) The Sub-Adviser shall use its best judgment in the performance of its duties under this Agreement; (c) The Sub-Adviser, in the performance of its duties and obligations under this AgreementAgreement for the Fund, shall act in conformity with the most recent version of the Trust's Declaration of Trust, its By-Laws and its the Fund's Prospectus that have been provided to it by the Adviser and with the reasonable instructions and directions of the Trust's Board of Trustees and the Adviser Adviser, and will conform to and comply with the requirements of the 1940 Act and all other applicable federal and state laws and regulations; (d) The Sub-Adviser shall determine the securities to be purchased or sold by each Fund and as agent for the Trust will effect place portfolio transactions pursuant to its determinations either directly with the issuer or with any broker and/or dealer in such securitiessecurities or financial instruments, subject to Section 3 below; (e) The Sub-Adviser shall maintain books and records with respect to the transactions in securities transactions and other financial instruments of each Fund the Sub-Advised Assets and shall render to the Adviser and the Trust's Board of Trustees such periodic and special reports as the Adviser or the Board may reasonably request; and; (f) The Sub-Adviser shall provide the Trust's custodian and fund accountant on each business day with information about Fund transactions in securities and other financial instruments for which it is responsible, and with such other information relating to the Trust as may be required under the terms of the then-current custody agreement between the Trust and the custodian.; (g) With respect to the Sub-Advised Assets, the Sub-Adviser shall respond as quickly as reasonably possible to any request from the Adviser or the Fund's fund accountant for assistance in obtaining price sources for securities or other financial instruments held by the Fund or determining a price when a price source is not available, and shall periodically review the prices used by the fund accountant to determine net asset value and advise the fund accountant promptly if any price appears to be incorrect; (h) With respect to the Sub-Advised Assets, the Sub-Adviser shall vote all proxies solicited by or with respect to the issuers of securities in which assets of the Fund may be invested from time to time. Such proxies will be voted in a manner that the Sub-Adviser deems, in good faith, to be in the best interests of the Fund and in accordance with the Sub-Adviser's proxy voting policy. The Sub-Adviser shall provided a copy of its proxy voting policy, and any amendments thereto, to the Adviser prior to the execution of this Agreement; (i) The Sub-Adviser hereby represents that it has adopted a written code of ethics complying with the requirements of Rule 17j-l under the 1940 Act and will provide the Adviser and the Trust with a copy of the code and evidence of its adoption. Within 45 days of the last calendar quarter of each year while this Agreement is in effect, the Sub-Adviser shall provide to the Board a written report that describes any issues arising under the code of ethics since the last report to the Board, including, but not limited to, information about material violations of the code and sanctions imposed in response to the material violations; and which certifies that the Sub-Adviser has adopted procedures reasonably necessary to prevent access persons (as that term is defined in Rule 17j-1) from violating the code;

Sub-Adviser's Duties. Subject to the general supervision of the Trust's Board of Trustees (the "Board") and the Adviser, the Sub-Adviser shall, employing its discretion, manage the investment operations of each Fund and the composition of the portfolio of securities and investments (including cash) belonging to each Fund, including the purchase, retention and disposition thereof and the execution of agreements relating thereto, in accordance with the each Fund's ’s investment objective, policies and restrictions as stated in the Trust's each Fund’s then-current Prospectus and Statement of Additional Information (togethercollectively, the "“Prospectus"”) and subject to the following understandings: (a) The Sub-Adviser shall furnish a continuous investment program for each Fund and determine from time to time what investments or securities will be purchased, retained or sold by each Fund and what portion of the assets belonging to each Fund will be invested or held uninvested un-invested as cash; (b) The Sub-Adviser shall use its best judgment in the performance of its duties under this Agreementagreement; (c) The Sub-Adviser, in the performance of its duties and obligations under this Agreementagreement for each Fund, shall act in conformity with the Trust's Declaration ’s declaration of Trusttrust, its Byby-Laws laws and its Prospectus each Fund’s prospectus and with the reasonable instructions and directions of the Trust's ’s Board of Trustees and the Adviser Adviser, and will conform to and comply with the requirements of the 1940 Act and all other applicable federal and state laws and regulations; (d) The Sub-Adviser shall determine the securities to be purchased or sold by each Fund and as agent for the Trust will effect place portfolio transactions pursuant to its determinations either directly with the issuer or with any broker and/or dealer in such securities, subject to Section 3 paragraph heading: Execution of Purchase and Sale Orders below; (e) The Sub-Adviser shall maintain books and records with respect to the securities transactions of each Fund and shall render to the Adviser and the Trust's Board of Trustees such periodic and special reports as the Adviser or the Board may reasonably request; and; (f) The Sub-Adviser shall provide the Trust's ’s custodian and fund accountant on each business day with information about each Fund’s securities transactions, and with such other information relating to the Trust as may be required under the terms of the then-current custody agreement between the Trust and the custodian; (g) The Sub-Adviser shall respond promptly to any request from the Adviser or each Fund’s fund accountant for assistance in obtaining price sources for securities held by each Fund or determining a price when a price source is not available, and promptly review the prices used by each Fund’s accountant to determine net asset value and advise each Fund’s accountant promptly if any price appears to be incorrect. The final price of any security will be determined in accordance with the Trust’s fair value procedures; (h) The Sub-Adviser shall be responsible for: (i) directing the manner in which proxies solicited by issuers of securities beneficially owned by each Fund shall be voted, and (ii) making any elections relative to any mergers, acquisitions, tender offers, bankruptcy proceedings or other type events pertaining to the securities held by each Fund; (i) The Sub-Adviser hereby represents that it has adopted a written code of ethics complying with the requirements of rule 17j-1 under the 1940 Act and will provide the Adviser and the Trust with a copy of the code and evidence of its adoption. Within 45 days of the last calendar quarter of each year while this agreement is in effect, the Sub-Adviser shall provide to the board a written report that describes any issues arising under the code of ethics since the last report to the board, including, but not limited to, information about material violations of the code and sanctions imposed in response to the material violations; and which certifies that the sub-adviser has adopted procedures reasonably necessary to prevent access persons (as that term is defined in rule 17j-1) from violating the code; (j) The Sub-Adviser agrees to maintain adequate compliance procedures to ensure its compliance with the 1940 Act, the Advisers Act and other applicable federal and state regulations. The Sub-Adviser shall provide to the Trust’s chief compliance officer an annual written report regarding the sub-adviser’s compliance program. (k) The Adviser has delivered to the Sub-Adviser copies of (i) the Trust’s Trust Instrument and Bylaws, (ii) the Trust’s Registration Statement, all exhibits thereto, and all amendments thereto filed with the SEC pursuant to the Securities Act of 1933, as amended (the “Securities Act”), or the 1000 Xxx, (xxx) the Trust’s current Prospectuses and Statements of Additional Information of each Fund (collectively, as currently in effect and as amended or supplemented, the “Prospectus”), and (iv) all procedures adopted by the Trust with respect to each Fund (i.e., repurchase agreement procedures), and shall promptly furnish the Sub-Adviser with all amendments of or supplements to the foregoing. The Trust shall deliver to the Sub-Adviser (a) a certified copy of the resolution of the Board appointing the Sub-Adviser and authorizing the execution and delivery of this Agreement, (b) a copy of all proxy statements and related materials relating to each Fund, and (c) any other documents, materials or information that the Sub-Adviser shall reasonably request to enable it to perform its duties pursuant to this Agreement. The Adviser shall furnish to the Sub-Adviser a copy of each amendment of or supplement to the foregoing promptly after the adoption of each amendment or supplement. (l) The Sub-Adviser has delivered to the Adviser and the Trust (i) a copy of its Form ADV as most recently filed with the SEC. The Sub-Adviser shall promptly furnish the Adviser and Trust with all amendments of or supplements to the foregoing at least annually.

Sub-Adviser's Duties. Subject to the general supervision of the TrustFund's Board of Trustees (the "Board") and the AdviserManager, the Sub-Adviser shall, employing will provide a continuous investment program for each Series' portfolio and determine in its discretion, manage the investment operations of each Fund and discretion the composition of the portfolio assets of securities and investments (including cash) belonging to each FundSeries' portfolio, including determination of the purchase, retention retention, or sale of the securities, cash, and disposition thereof other investments contained in the portfolio. The Sub-Adviser will provide investment research and conduct a continuous program of evaluation, investment, sales, and reinvestment of each Series' assets by determining the execution securities and other investments that shall be purchased, entered into, sold, closed, or exchanged for the Series; when these transactions should be executed; and what portion of agreements relating theretothe assets of the Series should be held in the various securities and other investments in which it may invest. To the extent permitted by the investment policies of each Series, the Sub-Adviser shall make decisions for the Series as to foreign currency matters and make determinations as to and execute and perform foreign currency exchange contracts on behalf of the Series. The Sub-Adviser will provide the services under this Agreement in accordance with the Fund's each Series' investment objectiveobjective or objectives, policies policies, and restrictions as stated in the TrustFund's then-current Prospectus Registration Statement filed with the U.S. Securities and Statement Exchange Commission ("SEC"), as amended, copies of Additional Information (together, the "Prospectus") and subject which shall be sent to the Sub-Adviser by the Manager prior to the commencement of this Agreement and promptly following understandingsany such amendment. The Sub-Adviser further agrees as follows: (a) The For a period of one-year after the effective date of the Registration Statement filed with the SEC pertaining to each Series of the Fund (the "Non-Compete Period"), the Sub-Adviser shall furnish a continuous will not act as an investment program for each adviser or investment sub-adviser to any "investment company," as that term is currently defined in the 1940 Act, that is organized in any jurisdiction in the United States and is registered with the SEC pursuant to Section 8 of the 1940 Act that has investment objectives, investment policies and investment restrictions substantially similar to those of the Series of the Fund and determine to which this Agreement relates as reflected in the Fund's effective Registration Statement. Exempted from time to time what investments or securities this restriction will be purchasedany non mutual fund sales, retained multi-manager mutual funds, proprietary mutual funds, separate accounts or sold by each Fund and what portion variable annuity mutual funds. The parties agree that any change in control of the assets belonging Manager or any termination of this Agreement prior to each Fund the end of the Non-Compete Period will be invested terminate any prohibition on the Sub-Adviser's ability to act as an investment adviser or held uninvested investment sub-adviser as cash;described above. (b) The Sub-Adviser shall use its best judgment in the performance of its duties under this Agreement; (c) The Sub-Adviser, in the performance of its duties and obligations under this Agreement, shall act in conformity with the Trust's Declaration of Trust, its By-Laws and its Prospectus and with the instructions and directions of the Trust's Board of Trustees and the Adviser and will conform to and comply with the requirements of (1) the 1940 Act and all rules and regulations thereunder; (2) all other applicable federal and state laws and regulations;; (3) any applicable procedures adopted by the Fund's Board of Trustees in accordance with the foregoing, of which the Sub-Adviser has been sent a copy; and (4) the provisions of the Registration Statement of the Fund filed under the Securities Act of 1933, as amended (the "1933 Act"), and the 1940 Act, as supplemented or amended, of which the Sub-Adviser has received a copy, and with the Manager's portfolio manager operating policies and procedures as in effect on the date hereof, as such policies and procedures may be revised or amended by the Manager and agreed to by the Sub-Adviser. In carrying out its duties under the Sub-Advisory Agreement, the Sub-Adviser will comply with the following policies and procedures: (i) The Sub-Adviser will manage each Series so that it meets the income and asset diversification requirements of Section 851 of the Internal Revenue Code. (ii) The Sub-Adviser will make commercially reasonable efforts to vote all proxies solicited by or with respect to the issuers of securities which assets of the Series are invested. Such votes shall be consistent with any procedures or guidelines promulgated by the Board or the Manager and provided to the Sub-Adviser or, if none, in the discretion of the Sub-Adviser based upon the best interests of the Series. The Sub-Adviser will maintain appropriate records detailing its voting of proxies on behalf of the Fund and will provide to the Fund at least quarterly a report setting forth the proposals voted on and how the Series' shares were voted since the prior report, including the name of the corresponding issuers. (iii) In connection with the purchase and sale of securities for each Series, the Sub-Adviser will arrange for the transmission to the custodian and portfolio accounting agent for the Series on a daily basis such confirmation, trade tickets, and other documents and information, including, but not limited to, Cusip, Cedel, or other numbers that identify securities to be purchased or sold on behalf of the Series, as may be reasonably necessary to enable the custodian and portfolio accounting agent to perform its administrative and recordkeeping responsibilities with respect to the Series. With respect to portfolio securities to be settled through the Depository Trust Company, the Sub-Adviser will arrange for the prompt transmission of the confirmation of such trades to the Fund's custodian and portfolio accounting agent. (iv) The Sub-Adviser will assist the custodian and portfolio accounting agent for the Fund in determining or confirming, consistent with the procedures and policies stated in the Registration Statement for the Fund or adopted by the Board of Trustees, the value of any portfolio securities or other assets of the Series for which the custodian and portfolio accounting agent seeks assistance from or identifies for review by the Sub-Adviser. The parties acknowledge that the Sub-Adviser is not a custodian of the Series' assets and will not take possession or custody of such assets. (v) The Sub-Adviser will provide the Manager, within a mutually agreed period of time following the end of the second and fourth fiscal quarters of each Series (currently ten (10) days), a commentary (to be subject to review and editing by the Manager) containing a discussion of those factors referred to in Item 5(a) of Form N-1A, promulgated pursuant to the 1933 and 1940 Acts, in respect of both the prior reporting period and the fiscal year to date. The Sub-Adviser will also provide such other periodic reports as the parties may mutually agree to from time to time. (vi) The Sub-Adviser will complete and deliver to the Manager a written compliance checklist in a form provided by the Manager for each month generally by the 10th day of the following month, unless otherwise agreed by the parties. (vii) The parties agree that the Manager or an affiliated person of the Manager will send sales literature or other promotional material to the Sub-Adviser for its prior approval before use of said material for any purpose by the Manager. The Sub-Adviser agrees to use its best efforts to respond to such requests for approval promptly. (c) The Sub-Adviser will make available to the Fund and the Manager, promptly upon request, any of the Series' investment records and ledgers maintained by the Sub-Adviser (which shall not include the records and ledgers maintained by the custodian or portfolio accounting agent for the Fund) as are necessary to assist the Fund and the Manager to comply with requirements of the 1940 Act and the Investment Advisers Act of 1940, as amended (the "Advisers Act"), as well as other applicable laws. The Sub-Adviser will furnish to regulatory authorities having the requisite authority any information or reports in connection with such services in respect to the Series which may be requested in order to ascertain whether the operations of the Fund are being conducted in a manner consistent with applicable laws and regulations. (d) The Sub-Adviser shall determine the securities to be purchased or sold by each Fund and as agent for the Trust will effect portfolio transactions pursuant to its determinations either directly with the issuer or with any broker and/or dealer in such securities, subject to Section 3 below; (e) The Sub-Adviser shall maintain books and records with respect provide reports to the securities transactions of each Fund and shall render to the Adviser and the TrustFund's Board of Trustees for consideration at meetings of the Board on the investment program for each Series and the issuers and securities represented in each Series' portfolio, and will furnish the Fund's Board of Trustees with respect to each Series such periodic and special reports as the Adviser or the Board may request; and (f) The Sub-Adviser shall provide the Trust's custodian with such information relating to the Trust as may be required under the terms of the then-current custody agreement between the Trust Trustees and the custodianManager may reasonably request.

Sub-Adviser's Duties. 2.1 Subject to the general supervision of the Trust's Board of Trustees (the "Board") and the Adviser, the Sub-Adviser shall, employing its discretion, manage the investment operations of each the Fund and the composition of the portfolio of securities and investments (including cash) belonging allocated to each Fundthe Newfound Sleeve, including the purchase, retention as described in and disposition thereof and the execution of agreements relating thereto, in accordance with the Fund's ’s investment objective, strategies, policies and restrictions as stated in the Trust's then-current Prospectus and Fund’s effective Registration Statement of Additional Information (together, the "Prospectus") and subject to the following understandings: (a) The Sub-Adviser shall furnish a continuous investment program for each Fund and determine from time to time what investments or securities will be purchasedthe Newfound Sleeve, retained or sold by each Fund and what portion of as described in the assets belonging to each Fund will be invested or held uninvested as cash;effective Registration Statement. (b) The Sub-Adviser shall use its best judgment in the performance of its duties under this Agreementagreement; (c) The Sub-Adviser, in the performance of its duties and obligations under this Agreementagreement for the Fund, shall act in conformity with the Trust's Declaration declaration of Trusttrust, its Byby-Laws laws and its Prospectus the Fund’s effective Registration Statement and with the reasonable instructions and directions of the Trust's Board of Trustees and the Adviser Adviser, and will conform to and comply with the requirements of the 1940 Act and all other applicable federal and state laws and regulations; (d) The Sub-Adviser shall determine the securities to be purchased or sold by each Fund the Newfound Sleeve and as agent for the Trust will effect place portfolio transactions pursuant to its determinations either directly with the issuer or with any broker and/or dealer in such securities, subject to Section 3 7 Execution of Purchase and Sale Orders below; (e) The Sub-Adviser shall maintain books and records with respect to the securities transactions of each Fund the Newfound Sleeve and shall render to the Adviser and the Trust's Board of Trustees such periodic and special reports as the Adviser or the Board may reasonably request; and; (f) The Sub-Adviser shall provide the Trust's custodian and fund accountant on each business day with information about the securities transactions executed with respect to the Newfound Sleeve, and with such other information relating to the Trust as may be required under the terms of the then-current custody agreement between the Trust and the custodian; (g) The Sub-Adviser shall respond promptly to any request from the Adviser or the Fund’s fund accountant for assistance in obtaining price sources for securities held by the Newfound Sleeve or determining a price when a price source is not available, and promptly review the prices used by the Fund’s accountant to determine net asset value and advise the Fund’s accountant promptly if any price appears to be incorrect; (h) The Sub-Adviser hereby represents that it has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and will provide the Adviser and the Trust with a copy of the code and evidence of its adoption. Within 45 days of the last calendar quarter of each year while this agreement is in effect, the Sub-Adviser shall provide to the Board a written report that describes any issues arising under the code of ethics since the last report to the Board, including, but not limited to, information about material violations of the code and sanctions imposed in response to the material violations; and which certifies that the Sub-Adviser has adopted procedures reasonably necessary to prevent access persons (as that term is defined in Rule 17j-1) from violating the code; (i) The Sub-Adviser agrees to maintain adequate compliance procedures to ensure its compliance with the 1940 Act, the Advisers Act, and other applicable federal and state regulations. The Sub-Adviser shall provide to the Trust’s chief compliance officer an annual written report regarding the Sub-Adviser’s compliance program. (j) Upon the Adviser’s request, the Sub-Adviser shall provide such information and assistance as may be required to enable the Adviser to fulfill its obligations under the Trust’s Liquidity Risk Management Program including, but not limited to, review of all liquidity determinations. (k) The Sub-Adviser shall provide such information and assistance as may be required to enable the Adviser to fulfill its obligations under all existing and future securities regulations including, but not limited to, Rule 18f-4 under the 1940 Act.

Sub-Adviser's Duties. Subject to the general supervision and oversight of the Trust's Board of Trustees (the "Board") and the Adviser, the Sub-Adviser shall, employing its discretion, manage the investment operations of each Fund the Subadvised Assets and the composition of all of the portfolio of securities and investments (including cash) belonging to each the Fund, including the purchase, retention and disposition thereof and the execution of agreements relating thereto, thereto in accordance with the Fund's ’s investment objective, policies and restrictions as stated in the Trust's Fund’s then-current Prospectus and Statement of Additional Information (together, the "Prospectus") “Registration Statement”), and subject to the following understandings: (a) The Sub-Adviser shall furnish formulate and implement a continuous investment program for each Fund the Subadvised Assets and determine from time to time what investments or securities will be purchased, retained or sold by each the Fund and what portion of the assets belonging to each Fund the Fund, if any, will be invested or held uninvested as cash; (b) The Sub-Adviser shall use its best judgment in the performance of its duties under this Sub-Advisory Agreement; (c) The Sub-Adviser, in the performance of its duties and obligations under this AgreementSub-Advisory Agreement for the Fund, shall act in conformity with (i) the Investment Strategy; (ii) the Trust's Declaration declaration of Trusttrust and by-laws, its Byas may be amended or supplemented from time to time; (iii) the Fund’s investment objective, policies and restrictions as stated in the Fund's then-Laws current Registration Statement; (iv) any written instructions or policies which the Board, the Adviser or the Trust Chief Comliance Officer may deliver to the Sub-Adviser from time to time and its Prospectus the policies and with procedures adopted by the instructions and directions Trust pursuant to Rule 38a-1 of the Trust's Board of Trustees 1940 Act that are applicable to the Fund (together, the “Policies”); and the Adviser and will conform to and comply with (v) , the requirements of the 1940 Act Act, the Advisers Act, the Commodity Exchange Act, as amended (“CEA”), and all other applicable federal and state laws and regulations; (d) The Sub-Adviser shall determine the securities and other investments to be purchased or sold by each the Fund and as agent for the Trust will effect place portfolio transactions pursuant to its determinations either directly with the issuer or with any broker and/or dealer in such securitiessecurities and other investments, subject to Section 3 below6 “Execution of Purchase and Sale Orders” herein; (e) The Sub-Adviser shall maintain books and records with respect to the securities transactions of each Fund and shall render to the Adviser and the Trust's Board a quarterly report, in advance of Trustees the regular meetings of the Board, and as the Board shall otherwise request from time to time, of its activities under this Sub-Advisory Agreement, in such periodic form and special reports detail as the Adviser or the Board may reasonably request; and, and shall make an investment officer available to attend such meetings of the Board as the Adviser or the Board may reasonably request; (f) The Sub-Adviser shall provide the Trust's custodian ’s custodian, administrator and fund accounting agent on each business day with information about the Subadvised Assets’ securities transactions, and with such other information relating to the Trust Subadvised Assets as may be required under the terms of the then-current custody agreement between the Trust and the custodian, and other information reasonably requested by the custodian or administrator to enable the custodian or administrator to perform its custodial, administrative, and recordkeeping responsibilities with respect to the Fund; (g) The Sub-Adviser shall respond promptly to any request from the Adviser or the Fund’s fund accountant for assistance in obtaining price sources for investments held by the Subadvised Assets or determining a price when a price source is not available, and promptly review the prices used by the Fund’s accountant to determine net asset value and advise the Fund’s accountant promptly if any price appears to be incorrect; (h) The Sub-Adviser (i) shall be required to vote all proxies, with respect to the Subadvised Assets, in accordance with the Sub-Adviser’s proxy policies and procedures, provided that the Adviser reserves the right to vote said proxies upon providing a written instruction to the Sub-Adviser; (ii) shall make all proxy votes available to the Adviser upon the Adviser’s request; and (iii) will establish a process for the timely distribution of the Sub-Adviser’s voting record with respect to the Fund’s securities and other information necessary for the Fund to complete information required by applicable regulatory filings; (i) The Sub-Adviser hereby represents that it has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and will provide the Adviser and the Trust with a copy of the code and evidence of its adoption. Within 45 days of the last calendar quarter of each year while this Sub-Advisory Agreement is in effect, the Sub-Adviser shall provide to the Board a written report that describes any issues arising under the code of ethics since the last report to the Board, including, but not limited to, information about material violations of the code and sanctions imposed in response to the material violations, and which certifies that the Sub-Adviser has adopted procedures reasonably necessary to prevent access persons (as that term is defined in Rule 17j-1) from violating the code; (j) The Sub-Adviser agrees to maintain adequate compliance procedures to ensure its compliance with the 1940 Act, the Advisers Act and other applicable federal and state regulations. The Sub-Adviser shall provide to the Trust’s chief compliance officer an annual written report regarding the Sub-Adviser’s compliance program consistent with its obligations under the Advisers Act; (k) The Sub-Adviser shall be responsible for daily monitoring of the investment activities and portfolio holdings of the Subadvised Assets to ensure compliance with the Investment Strategy, Registration Statement, Policies and applicable law. Sub-Adviser shall advise the Adviser promptly in the event it becomes aware of any non-compliance with any of the above with respect to the Fund; (l) The Sub-Adviser agrees to monitor investments held by the Subadvised Assets for “significant events” that occur when the market is closed that may affect the value of such investments, and Sub-Adviser shall promptly notify the Adviser and Trust Chief Compliance Officer of such event. Sub-Adviser shall provide reasonable assistance to the Fund’s administrator and other applicable parties designated by the administrator in determining the fair value of such assets subject to a “significant event” or any assets held in the Subadvised Assets for which market quotations are not readily available or for which the Adviser, the administrator and the Board have otherwise determined to fair value; (m) Upon the Adviser’s request, the Sub-Adviser shall review and comment on selected portions relating to Sub-Adviser and/or the Investment Strategy of the Registration Statement, other offering documents and marketing materials prepared by the Adviser (or its affiliates) for the Fund. Sub-Adviser shall promptly notify the Adviser if any information in the Registration Statement or other materials that it has reviewed is (or will become) inaccurate or incomplete; (n) The Sub-Adviser shall not act for, represent, or purport to bind the Trust, the Fund, or the Adviser in any legal or administrative proceeding involving the Fund or any such proceedings involving any security or investment currently or formerly held by the Fund, including, without limitation class action lawsuits, regulatory or governmental victim funds, and bankruptcy proceedings. The Sub-Adviser does, however, agree that it will promptly notify the Adviser of any legal matters affecting the Fund or any security or investment currently or formerly held in the Fund, that Sub-Adviser reasonably believes the Fund and the Adviser should consider pursuing (“Legal Matters”). Sub-Adviser agrees to cooperate with the Adviser to provide reasonable assistance regarding any Legal Matters, including providing factual information in its possession regarding such Legal Matters as the Fund and/or the Adviser may reasonably request; (o) Upon the Adviser’s request, the Sub-Adviser shall provide such information and assistance as may be required to enable the Adviser to fulfill its obligations under the Trust’s Liquidity Risk Management Program including, but not limited to, review of all liquidity determinations regarding the Subadvised Assets; (p) The Sub-Adviser shall provide such information and assistance as may be required to enable the Adviser to fulfill its obligations under all existing and future securities regulations including, but not limited to, Rule 18f-4 under the 1940 Act.

Sub-Adviser's Duties. Subject to the general supervision of the Trust's Board of Trustees (the "Board") and the Adviser, the The Sub-Adviser shall, employing its discretion, manage shall formulate and implement a continuous investment program for the investment operations of each Fund and the composition of the portfolio of securities and investments (including cash) belonging to each Fund, including the purchase, retention and disposition thereof and the execution of agreements relating theretoinvestments therefor, in accordance with the Fund's ’s investment objective, objective and policies and restrictions as stated in the Trust's thenInvestment Company’s Registration Statement. The Sub-current Prospectus and Statement of Additional Information (together, the "Prospectus") and Adviser’s duties hereunder are subject to the following understandings: (a) The Subject to the supervision and control of the Adviser, the Sub-Adviser shall furnish a continuous investment program for each Fund and the Fund, determine from time to time what investments or securities will be purchased, retained or sold by each Fund the Fund, and what portion of the assets belonging to each Fund will be invested or held uninvested as cash; (b) The Sub-Adviser shall use its best judgment in the performance of its duties under this Agreement; (c) The Sub-Adviser, in the performance of its duties and obligations under this Agreement, shall act in conformity with the Trust's Declaration of Trust dated March 30, 2011(the “Declaration of Trust”), its By-Laws Laws, policies and its Prospectus procedures and Registration Statement of the Investment Company and with the instructions and directions of the Trust's Board Adviser, provided, however, that the Sub-Adviser shall not be responsible for acting contrary to any of Trustees the foregoing that are changed without notice of such change to the Sub-Adviser; and the Sub-Adviser and will shall conform to and comply with the applicable requirements of the 1940 Act, the Advisers Act and all other applicable federal and or state laws laws, rules and regulations; (dc) The Sub-Adviser shall determine promptly communicate to the securities Adviser such information relating to Fund transactions as the Adviser may reasonably request. On occasions when the Sub-Adviser deems the purchase or sale of an investment to be in the best interest of the Fund as well as other clients, the Sub-Adviser, to the extent permitted by applicable laws and regulations, may aggregate the investments to be sold or purchased, provided that in the opinion of the Sub-Adviser, all accounts are treated equitably and fairly. In such event, allocation of the investments so purchased or sold sold, as well as the expenses incurred in the transactions, shall be made by each the Sub-Adviser in the manner it considers to be the most equitable and consistent with its fiduciary obligations to the Fund and as agent for the Trust will effect portfolio transactions pursuant to its determinations either directly with the issuer or with any broker and/or dealer in such securities, subject to Section 3 belowother clients; (ed) The Sub-Adviser shall maintain books and records with respect to the securities Investment Company’s investment transactions of each Fund and shall render to the Adviser and the Trust's Board of Trustees such periodic and special reports as the Adviser or the Board may reasonably request; and; (fe) The Sub-Adviser shall provide the Trust's custodian Adviser with such information relating a list of all investment transactions as reasonably requested by the Adviser; (f) The investment advisory services of the Sub-Adviser with respect to the Trust as may Fund under this Agreement are not to be required under the terms of the then-current custody agreement between the Trust deemed exclusive, and the custodianSub-Adviser shall be free to render similar services to others.

Sub-Adviser's Duties. Subject to the general supervision and oversight of the Trust's Board of Trustees (the "Board") and the Adviser, the Sub-Adviser shall, employing its discretion, manage direct the investment operations of each the Fund and the composition of the portfolio of securities and investments (including cash) belonging to each the Fund, including the purchase, retention and disposition thereof and the execution of agreements relating thereto, in accordance with the Fund's ’s investment objective, policies and restrictions as stated in the TrustFund's then-current Prospectus and Statement of Additional Information (together, the "Prospectus") and subject to the following understandings: (a) The Sub-Adviser shall furnish a continuous investment program for each the Fund and determine from time to time what investments or securities will be purchased, retained or sold by each the Fund and what portion of the assets belonging to each the Fund will be invested or held uninvested as cash; (b) The Sub-Adviser shall use its best judgment in the performance of its duties under this Sub-Advisory Agreement; (c) The Sub-Adviser, in the performance of its duties and obligations under this AgreementSub-Advisory Agreement for the Fund, shall act in conformity with the Trust's Declaration declaration of Trusttrust, its Byby-Laws laws and its Prospectus the Fund's prospectus and with the reasonable instructions and directions of the Trust's Board of Trustees and the Adviser Adviser, and will conform to and comply with the requirements of the 1940 Act and all other applicable federal and state laws and regulations; (d) The Sub-Adviser shall determine the securities and other financial instruments to be purchased or sold by each the Fund and as agent for the Trust will effect place portfolio transactions pursuant to its determinations either directly with the issuer or with any broker and/or dealer in such securitiessecurities and other financial instruments, subject to Section 3 paragraph heading Execution of Purchase and Sale Orders below; (e) The Sub-Adviser shall maintain books and records with respect to the securities and other financial instruments transactions of each the Fund and shall render to the Adviser and the Trust's Board of Trustees such periodic and special reports as the Adviser or the Board may reasonably request; and; (f) The Sub-Adviser shall provide the Trust's custodian and fund accountant on each business day with information about the Fund’s securities and other financial instruments transactions, and with such other information relating to the Trust as may be reasonably required under the terms of the then-current custody agreement between the Trust and the custodian; (g) The Sub-Adviser shall respond promptly to any request from the Adviser or the Fund’s fund accountant for assistance in obtaining price sources for securities and other financial instruments held by the Fund or determining a price when a price source is not available, and promptly review the prices used by the Fund’ accountant to determine net asset value and advise the Fund’s accountant promptly if any price appears to be incorrect; (h) The Sub-Adviser shall provide such information and reasonable assistance as may be required to enable the Adviser to fulfill its obligations under the Trust’s Liquidity Risk Management Program including, but not limited to, review of all liquidity determinations regarding the Fund’s holdings; (i) The Sub-Adviser shall provide such information and reasonable assistance as may be required to enable the Adviser to fulfill its obligations under all existing and future securities regulations including, but not limited to, Rule 18f-4 under the 1940 Act; (j) The Sub-Adviser shall be responsible for: (1) directing the manner in which proxies solicited by issuers of securities beneficially owned by the Fund shall be voted, and (2) making any elections relative to any mergers, acquisitions, tender offers, bankruptcy proceedings or other type events pertaining to the securities held by the Fund; (k) The Sub-Adviser hereby represents that it has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and will provide the Adviser and the Trust with a copy of the code and evidence of its adoption. Within 45 days of the last calendar quarter of each year while this Sub-Advisory Agreement is in effect, the Sub-Adviser shall provide to the Board a written report that describes any issues arising under the code of ethics since the last report to the Board, including, but not limited to, information about material violations of the code and sanctions imposed in response to the material violations; and which certifies that the Sub-Adviser has adopted procedures reasonably necessary to prevent access persons (as that term is defined in Rule 17j-1) from violating the code; and (l) The Sub-Adviser agrees to maintain compliance policies and procedures that are reasonably designed to prevent violations of the 1940 Act, the Investment Advisers Act of 1940, as amended, and other applicable federal and state regulations. The Sub-Adviser shall provide to the Trust's chief compliance officer an annual written report regarding the Sub-Adviser's compliance program.

Sub-Adviser's Duties. 3.1 Subject to the general supervision of the Trust's Board of Trustees (the "Board") and the Adviser, the Sub-Adviser shall, employing its discretion, manage the investment operations of each the Fund and the composition of the portfolio of securities and investments (including cash) belonging to each the Fund, including the purchase, retention and disposition thereof and the execution of agreements relating thereto, in accordance with the Fund's ’s investment objective, policies and restrictions as stated in the TrustFund's then-current Prospectus and Statement of Additional Information (together, the "“Prospectus"”) and subject to the following understandings: (a) The Sub-Adviser shall furnish a continuous investment program for each the Fund and determine from time to time what investments or securities will be purchased, retained or sold by each the Fund and what portion of the assets belonging to each the Fund will be invested or held uninvested as cash; (b) The Sub-Adviser shall determine the portion of assets to be allocated to Trading Adviser for investment in financial and commodity futures contracts, commodity options and other commodity interests; (c) The Sub-Adviser shall use its best judgment in the performance of its duties under this Agreementagreement; (cd) The Sub-Adviser, in the performance of its duties and obligations under this Agreementagreement for the Fund, shall act in conformity with the Trust's Declaration declaration of Trusttrust, its Byby-Laws laws and its Prospectus the Fund's prospectus and with the reasonable instructions and directions of the Trust's Board of Trustees and the Adviser Adviser, and will conform to and comply with the requirements of the 1940 Act and all other applicable federal and state laws and regulations; (de) The Sub-Adviser shall determine the securities to be purchased or sold by each the Fund and as agent for the Trust will effect place portfolio transactions pursuant to its determinations either directly with the issuer or with any broker and/or dealer in such securities, subject to Section 3 7 Execution of Purchase and Sale Orders below; (ef) The Sub-Adviser shall maintain books and records with respect to the securities transactions of each the Fund and shall render to the Adviser and the Trust's Board of Trustees such periodic and special reports as the Adviser or the Board may reasonably request; and; (fg) The Sub-Adviser shall provide the Trust's custodian and fund accountant on each business day with information about the Fund’s securities transactions, and with such other information relating to the Trust as may be required under the terms of the then-current custody agreement between the Trust and the custodian; (h) The Sub-Adviser shall respond promptly to any request from the Adviser or the Fund’s fund accountant for assistance in obtaining price sources for securities held by the Fund or determining a price when a price source is not available, and promptly review the prices used by the Fund’s accountant to determine net asset value and advise the Fund’s accountant promptly if any price appears to be incorrect; (i) The Sub-Adviser hereby represents that it has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and will provide the Adviser and the Trust with a copy of the code and evidence of its adoption. Within 45 days of the last calendar quarter of each year while this agreement is in effect, the Sub-Adviser shall provide to the Board a written report that describes any issues arising under the code of ethics since the last report to the Board, including, but not limited to, information about material violations of the code and sanctions imposed in response to the material violations; and which certifies that the Sub-Adviser has adopted procedures reasonably necessary to prevent access persons (as that term is defined in Rule 17j-1) from violating the code; (j) The Sub-Adviser agrees to maintain adequate compliance procedures to ensure its compliance with the 1940 Act, the Investment Advisers Act of 1940, as amended, and other applicable federal and state regulations. The Sub-Adviser shall provide to the trust's chief compliance officer an annual written report regarding the Sub-Adviser's compliance program. (k) Upon the Adviser’s request, the Sub-Adviser shall provide such information and assistance as may be required to enable the Adviser to fulfill its obligations under the Trust’s Liquidity Risk Management Program including, but not limited to, review of all liquidity determinations.

Sub-Adviser's Duties. Subject to the general supervision of the Trust's Board of Trustees (the "Board") and the Adviser, the Sub-Adviser shall, employing its discretion, manage the investment operations of each the Fund and the composition of the portfolio of securities and investments (including cash) belonging to each the Fund, including the purchase, retention and disposition thereof and the execution of agreements relating thereto, in accordance with the Fund's ’s investment objective, policies and restrictions as stated in the Trust's Fund’s then-current Prospectus and Statement of Additional Information (togethercollectively, the "Prospectus") and subject to the following understandings: (a) The Sub-Adviser shall furnish a continuous investment program for each Fund and determine from time to time what investments or securities will be purchased, retained or sold by each Fund and what portion of the assets belonging to each Fund will be invested or held uninvested as cash; (b) The Sub-Adviser shall use its best judgment in the performance of its duties under this Agreementagreement; (cb) The Sub-Adviser, in the performance of its duties and obligations under this Agreementagreement for the Fund, shall act in conformity with the Trust's Declaration declaration of Trusttrust, its Byby-Laws laws and its Prospectus the Fund's prospectus and with the reasonable instructions and directions of the Trust's Board of Trustees and the Adviser Adviser, and will conform to and comply with the requirements of the 1940 Act and all other applicable federal and state laws and regulations; (dc) The Sub-Adviser shall determine the securities to be purchased or sold by each Fund and as agent for the Trust will effect place portfolio transactions pursuant to its the Adviser’s determinations either directly with the issuer or with any broker and/or dealer in such securities, subject to Section 3 paragraph heading: Execution of Purchase and Sale Orders below; (ed) The Sub-Adviser shall maintain books and records with respect to the securities transactions of each the Fund and shall render to the Adviser and the Trust's Board of Trustees such periodic and special reports as the Adviser or the Board board may reasonably request; and; (fe) The Sub-Adviser shall provide the Trust's custodian and fund accountant on each business day with information about the Fund’s securities transactions, and with such other information relating to the Trust as may be required under the terms of the then-current custody agreement between the Trust and the custodian; (f) The Sub-Adviser shall respond promptly to any request from the Adviser or the Fund’s fund accountant for assistance in obtaining price sources for securities held by the Funds or determining a price when a price source is not available, and promptly review the prices used by the Fund’s accountant to determine net asset value and advise the Fund’s accountant promptly if any price appears to be incorrect; (g) The Sub-Adviser shall be responsible for: (i) directing the manner in which proxies solicited by issuers of securities beneficially owned by the Fund shall be voted, and (ii) making any elections relative to any mergers, acquisitions, tender offers, bankruptcy proceedings or other type events pertaining to the securities held by the Fund; (h) The Sub-Adviser hereby represents that it has adopted a written code of ethics complying with the requirements of rule 17j-1 under the 1940 Act and will provide the Adviser and the Trust with a copy of the code and evidence of its adoption. Within 45 days of the last calendar quarter of each year while this agreement is in effect, the Sub-Adviser shall provide to the board a written report that describes any issues arising under the code of ethics since the last report to the board, including, but not limited to, information about material violations of the code and sanctions imposed in response to the material violations; and which certifies that the sub-adviser has adopted procedures reasonably necessary to prevent access persons (as that term is defined in rule 17j-1) from violating the code; (i) The Sub-Adviser agrees to maintain adequate compliance procedures to ensure its compliance with the 1940 Act, the Investment Advisers Act of 1940, as amended, and other applicable federal and state regulations. The Sub-Adviser shall provide to the trust's chief compliance officer an annual written report regarding the sub-adviser's compliance program. (j) The Sub-Adviser has delivered to the Adviser and the Trust (i) a copy of its Form ADV as most recently filed with the SEC. The Sub-Adviser shall promptly furnish the Adviser and Trust with all amendments of or supplements to the foregoing at least annually.

Sub-Adviser's Duties. Subject to the general supervision of the Trust's Board of Trustees (the "Board") and the Adviser, the Sub-Adviser shall, employing its discretion, manage the investment operations for that portion of each Fund and Fund's assets assigned to the composition Sub-Adviser by the Adviser (the "Sub-Advised Assets") as well as the notional trading size of the portfolio of securities and investments (including cash) belonging to each FundSub-Adviser Assets, including the purchase, retention and disposition thereof and the execution of agreements relating thereto, in accordance with the each Fund's investment objectiveobjectives, policies and restrictions as stated in the Trusteach Fund's then-current most recent Prospectus and Statement of Additional Information that have been provided to Sub-Adviser by Adviser (together, the "Prospectus") and subject to the following understandings: (a) The Sub-Adviser shall furnish a continuous investment program for each Fund the Sub-Advised Assets and determine from time to time time, with respect to the Sub-Advised Assets, what investments or securities will be purchased, retained or sold by each Fund the Funds and what portion of the assets belonging to each Fund Sub-Advised Assets will be invested or held uninvested as cash; (b) The Sub-Adviser shall use its best judgment in the performance of its duties under this Agreement; (c) The Sub-Adviser, in the performance of its duties and obligations under this AgreementAgreement for the Funds, shall act in conformity with the most recent version of the Trust's Declaration of Trust, its By-Laws and its each Fund's Prospectus that have been provided to it by the Adviser and with the reasonable instructions and directions of the Trust's Board of Trustees and the Adviser Adviser, and will conform to and comply with the requirements of the 1940 Act and all other applicable federal and state laws and regulations; (d) The Sub-Adviser shall determine the securities to be purchased or sold by each Fund and as agent for the Trust will effect place portfolio transactions pursuant to its determinations either directly with the issuer or with any broker and/or dealer in such securitiessecurities or financial instruments, subject to Section 3 below; (e) The Sub-Adviser shall maintain books and records with respect to the transactions in securities transactions and other financial instruments of each Fund the Sub-Advised Assets and shall render to the Adviser and the Trust's Board of Trustees such periodic and special reports as the Adviser or the Board may reasonably request; and; (f) The Sub-Adviser shall provide the Trust's custodian and fund accountant on each business day with information about Fund transactions in securities and other financial instruments for which it is responsible, and with such other information relating to the Trust as may be required under the terms of the then-current custody agreement between the Trust and the custodian; (g) With respect to the Sub-Advised Assets, the Sub-Adviser shall respond as quickly as reasonably possible to any request from the Adviser or each Fund's fund accountant for assistance in obtaining price sources for securities or other financial instruments held by the Funds or determining a price when a price source is not available, and shall periodically review the prices used by the fund accountant to determine net asset value and advise the fund accountant promptly if any price appears to be incorrect; (h) The Sub-Adviser hereby represents that it has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and will provide the Adviser and the Trust with a copy of the code and evidence of its adoption. Within 45 days of the last calendar quarter of each year while this Agreement is in effect, the Sub-Adviser shall provide to the Board a written report that describes any issues arising under the code of ethics since the last report to the Board, including, but not limited to, information about material violations of the code and sanctions imposed in response to the material violations; and which certifies that the Sub-Adviser has adopted procedures reasonably necessary to prevent access persons (as that term is defined in Rule 17j-1) from violating the code; (i) The Sub-Adviser agrees to maintain adequate compliance procedures to ensure its compliance with the 1940 Act, the Investment Advisers Act of 1940, as amended, and other applicable federal and state regulations with respect to its trading for the Funds. The Sub-Adviser shall provide to the Trust's Chief Compliance Officer the executive summary of its annual written report regarding the Sub-Adviser's compliance program. (j) Unless and until the Sub-Adviser is otherwise informed in writing, it is intended that all Fund assets without exception serve as “segregated assets” for the Sub-Adviser’s compliance, with respect to its own trading, with the 1940 Act’s applicable rules of asset segregation. The Adviser shall therefore cause all assets of each Fund not allocated to the Sub-Adviser for its own trading to be held in an account marked as a “segregated account”. (k) Some of the trading of the Sub-Adviser’s investment program may be done in each Fund’s wholly owned subsidiary (LCMFS Fund Limited and LCHC Fund Limited) as determined by the Adviser with the Sub-Adviser’s consent. (l) The Sub-Adviser shall promptly notify the Adviser of any circumstance that could reasonably be deemed to materially affect its ability to perform its obligations and services as described in the Sub-Advisory Agreement or that could have a negative impact on the Funds and the Adviser. Such circumstances, could include, but are not limited to, items such as: 1) any potential legal or regulatory actions or litigation pertaining to the Sub-Adviser or any of its key employees and the disclosure of the results of those actions; 2) any material operational disruptions caused by the loss of functionality for key personnel or systems; 3) Any circumstance that would cause the Funds to revise its offering documents or marketing material.

Sub-Adviser's Duties. Subject to the general supervision of the Trust's Board of Trustees (the "Board") and the Adviser, the Sub-Adviser shall, employing its discretion, manage the investment operations of each Fund and the composition for that portion of the portfolio Fund's assets assigned to the Sub-Adviser by the Adviser (the "Sub-Advised Assets") as well as the notional trading size of securities and investments (including cash) belonging to each Fundthe Sub-Adviser Assets, including the purchase, retention and disposition thereof and the execution of agreements relating thereto, in accordance with the Fund's investment objectiveobjectives, policies and restrictions as stated in the TrustFund's then-current most recent Prospectus and Statement of Additional Information that have been provided to Sub-Adviser by Adviser (together, the "Prospectus") and subject to the following understandings: (a) The Sub-Adviser shall furnish a continuous investment program for each Fund the Sub-Advised Assets and determine from time to time time, with respect to the Sub-Advised Assets, what investments or securities will be purchased, retained or sold by each the Fund and what portion of the assets belonging to each Fund Sub-Advised Assets will be invested or held uninvested as cash; (b) The Sub-Adviser shall use its best judgment in the performance of its duties under this Agreement;. The Adviser recognizes that speculative trading of commodity interests involves substantial risks, and that the opinions and actions of the Sub-Adviser will be based on information believed to be reliable but not guaranteed by or to the Sub-Adviser. The Sub-Advisor will have no duties or obligations to the Trust or the Adviser other than as set forth herein and does not guarantee that its services will result in a profit for the Trust. Adviser acknowledges and agrees that Sub-Adviser shall not have any legal or financial responsibility for performance or losses unless directly attributable to the gross negligence or willful misconduct of the Sub-Adviser, including the Sub-Adviser’s failure to adhere to any investment policies and restrictions as described in the Prospectus. (c) The Sub-Adviser, in the performance of its duties and obligations under this AgreementAgreement for the Fund, shall act in conformity with the most recent version of the Trust's Declaration of Trust, its By-Laws and its the Fund's Prospectus that have been provided to it by the Adviser and with the reasonable written instructions and directions of the Trust's Board of Trustees and the Adviser Adviser, and will conform to and comply with the requirements of the 1940 Act and all other applicable federal and state laws and regulations; (d) The Sub-Adviser shall determine the securities to be purchased or sold by each Fund and as agent for the Trust will effect place portfolio transactions pursuant to its determinations either directly with the issuer or with any broker and/or dealer in such securitiessecurities or financial instruments, subject to Section 3 below; (e) The Sub-Adviser shall maintain books and records with respect to the transactions in securities transactions and other financial instruments of each Fund the Sub-Advised Assets and shall render to the Adviser and the Trust's Board of Trustees such periodic and special reports as the Adviser or the Board may reasonably request; and; (f) The Sub-Adviser shall provide the Trust's custodian and fund accountant on each business day with information about Fund transactions in securities and other financial instruments for which it is responsible, and with such other information relating to the Trust as may be required under the terms of the then-current custody agreement between the Trust and the custodian; (g) With respect to the Sub-Advised Assets, the Sub-Adviser shall respond as quickly as reasonably possible to any request from the Adviser or the Fund's fund accountant for assistance in obtaining price sources for securities or other financial instruments held by the Fund or determining a price when a price source is not available, and shall periodically review the prices used by the fund accountant to determine net asset value and advise the fund accountant promptly if any price appears to be incorrect; (h) The Sub-Adviser hereby represents that it has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and will provide the Adviser and the Trust with a copy of the code and evidence of its adoption. Within 45 days of the last calendar quarter of each year while this Agreement is in effect, the Sub-Adviser shall provide to the Board a written report that describes any issues arising under the code of ethics since the last report to the Board, including, but not limited to, information about material violations of the code and sanctions imposed in response to the material violations; and which certifies that the Sub-Adviser has adopted procedures reasonably necessary to prevent access persons (as that term is defined in Rule 17j-1) from violating the code; (i) The Sub-Adviser agrees to maintain adequate compliance procedures to ensure its compliance with the 1940 Act, the Investment Advisers Act of 1940, as amended, and other applicable federal and state regulations with respect to its trading for the Fund. The Sub-Adviser shall provide to the Trust's Chief Compliance Officer the executive summary of its annual written report regarding the Sub-Adviser's compliance program. (j) Unless and until the Sub-Adviser is otherwise informed in writing, it is intended that all Fund assets without exception serve as “segregated assets” for the Sub-Adviser’s compliance, with respect to its own trading, with the 1940 Act’s applicable rules of asset segregation. The Adviser shall therefore cause all assets of the Fund not allocated to the Sub-Adviser for its own trading to be held in an account marked as a “segregated account”. (k) Some of the trading of the Sub-Adviser’s investment program may be done in the Fund’s wholly owned subsidiary, LCMFS Fund Limited, as determined by the Adviser with the Sub-Adviser’s consent. (l) The Sub-Adviser shall promptly notify the Adviser of any circumstance that could reasonably be deemed to materially affect its ability to perform its obligations and services as described in the Sub-Advisory Agreement or that could have a negative impact on the Fund and the Adviser. Such circumstances, could include, but are not limited to, items such as: 1) any potential legal or regulatory actions or litigation pertaining to the Sub-Adviser or any of its key employees and the disclosure of the results of those actions; 2) any material operational disruptions caused by the loss of functionality for key personnel or systems; 3) Any circumstance that would cause the Fund to materially revise its offering documents.

Sub-Adviser's Duties. 2.1 Subject to the general oversight of the Board and the general supervision of the Trust's Board of Trustees (the "Board") and the Adviser, the Sub-Adviser shall, employing its discretion, manage the investment operations of each Fund the Company and the composition of the portfolio of securities and investments (including cash) belonging to each Fundthe Company, including the purchase, retention as described in and disposition thereof and the execution of agreements relating thereto, in accordance with the Fund's ’s investment objective, strategies, policies and restrictions as stated in the Trust's then-current Prospectus Fund’s effective prospectus and Statement statement of Additional Information additional information or any similar offering documents of the Company (togethercollectively, the "Prospectus"“Registration Statement”) and subject to the following understandings: (a) The Sub-Adviser shall furnish a continuous investment program for each Fund and determine from time to time what investments or securities will be purchasedthe Company, retained or sold by each Fund and what portion of as described in the assets belonging to each Fund will be invested or held uninvested as casheffective Registration Statement; (b) The Sub-Adviser shall determine the portion of assets to be allocated to the Futures Trading Adviser for investment in financial and commodity futures contracts, commodity options and other commodity interests; (c) The Sub-Adviser shall use its best judgment in the performance of its duties under this Agreement; (cd) The Sub-Adviser, in the performance of its duties and obligations under this Agreementagreement for the Company, shall act in conformity with the Trust's Declaration Company’s Memorandum and Articles of Trust, its By-Laws Association and its Prospectus the effective Registration Statement and with the reasonable instructions and directions of the Trust's Board of Trustees and the Adviser Adviser, and will conform to and comply with the requirements of the 1940 Act and all other applicable federal and state laws and regulations; (de) The Sub-Adviser shall determine the securities and other assets to be purchased or sold by each Fund the Company and as agent for the Trust will effect place portfolio transactions pursuant to its determinations either directly with the issuer or with any broker and/or dealer in such securities, subject to Section 3 6Execution of Purchase and Sale Orders below; (ef) The Sub-Adviser shall maintain books and records with respect to the securities portfolio transactions of each Fund the Company and shall render to the Adviser Adviser, the Board and the Trust's ’s Board of Trustees (the “Trust Board”) such periodic and special reports as the Adviser or the Board may request; andbe reasonably requested; (fg) The Sub-Adviser shall provide the Trust's Company’s custodian and fund accountant on each business day with information about the Company’s transactions, and with such other information relating to the Trust Company as may be required under the terms of the then-current custody agreement between the Trust Company and its custodian; (h) The Sub-Adviser shall respond promptly to any request from the Adviser or the Company’s fund accountant for assistance in obtaining price sources for securities held by the Company or determining a price when a price source is not available, and promptly review the prices used by the Company’s accountant to determine net asset value and advise the Company’s accountant promptly if any price appears to be incorrect; (i) The Sub-Adviser hereby represents that it has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act, and will provide the Adviser and the custodianTrust with a copy of the code and evidence of its adoption. Within 45 days of the last calendar quarter of each year while this agreement is in effect, the Sub-Adviser shall provide to the Trust Board a written report that describes any issues arising under the code of ethics since the last report to the board, including, but not limited to, information about material violations of the code and sanctions imposed in response to the material violations; and which certifies that the Sub-Adviser has adopted procedures reasonably necessary to prevent access persons (as that term is defined in Rule 17j-1) from violating the code; (j) The Sub-Adviser agrees to maintain adequate compliance procedures to ensure its compliance with the 1940 Act, the Investment Advisers Act of 1940, as amended and other applicable laws and regulations. (k) Upon the Adviser’s request, the Sub-Adviser shall provide such information and assistance as may be required to enable the Adviser to fulfill its obligations under the Trust’s Liquidity Risk Management Program including, but not limited to, review of all liquidity determinations, as well as the Trust’s Derivatives Risk Management Program. (l) The Sub-Adviser shall provide such information and assistance as may be required to enable the Adviser to fulfill its obligations under all existing and future securities regulations including, but not limited to, Rule 18f-4 under the 1940 Act.

Sub-Adviser's Duties. Subject to the general supervision of the Trust's Board of Trustees (the "Board") and the Adviser, the Sub-Adviser shall, employing its discretion, manage the investment operations of each Fund and the composition reinvestment for that portion of the portfolio of securities and investments Fund' assets that are assigned to the Sub-Adviser by the Adviser (including cash) belonging to each Fundthe "Sub-Advised Assets"), including the purchase, retention and disposition thereof and the execution of agreements relating thereto, in accordance with the Fund's ' investment objectiveobjectives, policies and restrictions as stated disclosed in the TrustFund's thenProspectus, using similar or substantially similar investment strategies that, as of the date of this Agreement, are currently used by the Sub-current Prospectus Adviser with respect to the fund(s) listed on Schedule 1 hereto, and Statement any written investment guidelines of Additional Information the Fund that (togetheri) have been approved by the Board, (ii) are disclosed in the "Prospectus", and (iii) have been provided to the Sub-Adviser, and subject to the following understandings: (a) The Sub-Adviser shall furnish a continuous investment program for each Fund the Sub- Advised Assets and determine from time to time time, with respect to the Sub-Advised Assets, what investments or securities will be purchased, retained or sold by each the Fund and what portion of the assets belonging to each Fund Sub-Advised Assets will be invested or held uninvested as cash; ; (b) The Sub-Adviser shall use its best judgment in the performance of its duties under this Agreement; ; (c) The Sub-Adviser, in the performance of its duties and obligations under this Agreement, shall act comply with the reasonable written instructions and directions of the Board, which instructions and directions shall not be inconsistent with the Prospectus, as the Adviser reasonably determines may be necessary or appropriate in conformity order for the Fund to be in compliance with (i) the most recent version of the Trust's Declaration of Trust, its By-Laws and its Prospectus and with the instructions and directions of (ii) the Trust's Board of Trustees By-Laws, (iii) the Fund's investment objectives, policies and restrictions as stated in the Adviser Prospectus, and will conform to and comply with the (iv) applicable requirements of the 1940 Act and all other applicable federal and state laws and regulations; . The parties acknowledge and agree that the Sub-Adviser shall have no responsibility for monitoring any portion of the Fund's portfolio that is not being managed by Sub-Adviser, and that as a result the Sub-Adviser will not be responsible for the Fund's compliance with any requirements relating to its portfolio as a whole; (d) The Sub-Adviser shall determine the securities to be purchased or sold by each Fund and as agent for the Trust will effect place portfolio transactions pursuant to its determinations either directly with the issuer or with any broker and/or dealer in such securities, subject to Section 3 below; ; (e) The Sub-Adviser shall maintain books and records with respect to the securities transactions of each Fund the Sub-Advised Assets as it is required to maintain pursuant to Rules 31a-1 and 31a-2 under the 1940 Act. The Sub-Adviser (or the broker, at the Sub-Adviser's discretion) shall render to the Adviser and the Trust's Board of Trustees such periodic and special reports as the Adviser or the Board may reasonably request; and (f) The Sub-Adviser (or the broker, at the Sub-Adviser's discretion) shall provide the Trust's custodian and fund accountant on each business day with such information relating to about securities transactions under the Trust Sub-Adviser's control as the custodian and fund accountant may be required reasonably require under the terms of the then-current custody agreement between the Trust and the custodian.; (g) With respect to the Sub-Advised Assets, the Sub-Adviser shall respond as quickly as reasonably practicable to any request from the Adviser or the fund accountant for assistance in obtaining price sources for securities held by the Fund or determining a price when a price source is not available, and shall periodically review the prices used by the fund accountant to determine net asset value and advise the fund accountant promptly if any price appears to be incorrect, but in no event shall the Sub-Adviser be responsible for determining the final valuation of an asset; (h) With respect to the Sub-Advised Assets, the Sub-Adviser shall vote all proxies solicited by or with respect to the issuers of securities in which assets of the Fund may be invested from time to time. Such proxies will be voted in accordance with the Sub-Adviser's proxy voting policy, a copy of which has been provided to the Board. The Sub-Adviser shall provide a copy of its proxy voting policy, and any amendments thereto, to the Adviser prior to the execution of this Agreement; (i) The Sub-Adviser hereby represents that it has adopted a written code of ethics (the "code") to ensure compliance with the requirements of Rule 17j-1 under the 1940 Act and will provide the Adviser and the Board with a copy of the code and evidence of its adoption. Within 45 days of the last calendar quarter of each year while this Agreement is in effect, the Sub-Adviser shall provide to the Board a written report that describes any issues arising under the code since the last report to the Board, including, but not limited to, information about material violations of the code and sanctions imposed in response to the material violations; and which certifies that the Sub-Adviser has adopted procedures reasonably necessary to prevent access persons (as that term is defined in Rule 17j-1) from violating the code; (

Sub-Adviser's Duties. Subject to the general supervision of the Trust's ’s Board of Trustees (the "Board") and the Adviser, the Sub-Adviser shall, employing its discretion, manage the investment operations of each Fund and make recommendations regarding the composition of the portfolio of securities and investments (including cash) belonging to each the Fund, including the purchase, retention and disposition thereof and the execution of agreements relating thereto,, in accordance with the Fund's ’s investment objective, policies and restrictions as stated in the Trust's Fund’s then-current Prospectus and Statement of Additional Information (together, the "Prospectus") and subject to the following understandings: (a) The Sub-Adviser shall furnish provide recommendations on a continuous investment program basis for each the Fund and determine recommend from time to time what investments or securities will be purchased, retained or sold by each the Fund and what portion of the assets belonging to each the Fund will be invested or held uninvested non-invested as cash; (b) The Sub-Adviser shall use its best judgment in the performance of its duties under this Agreement; (c) The Sub-Adviser, in the performance of its duties and obligations under this Agreement, shall act in conformity with the Trust's ’s Declaration of Trust, its By-Laws and its the Fund’s Prospectus and with the reasonable instructions and directions of the Trust's ’s Board of Trustees and the Adviser ("Fund Documents"), and will conform to and comply with the requirements of the 1940 Act and all other applicable federal and state laws and regulations. The Adviser will provide the Sub-Adviser with current copies of the Fund Documents, as they are amended from time to time. ; (d) The Sub-Adviser shall determine the securities to be purchased or sold by each Fund and as agent for the Trust will effect portfolio transactions pursuant to its determinations either directly with the issuer or with any broker and/or dealer in such securities, subject to Section 3 below; (e) The Sub-Adviser shall maintain books and records with respect to the securities transactions of each Fund and shall render to the Adviser and the Trust's ’s Board of Trustees such periodic and special reports as the Adviser or the Board may reasonably request; and; (e) The Sub-Adviser shall assist the Adviser or the Fund’s fund accountant, when necessary, in obtaining price sources for securities held by the Fund or determining a price when a price source is not available from the Fund's sub-custodian or another reliable pricing service, and shall periodically review the prices used by the fund accountant to determine net asset value and advise the fund accountant promptly if any price appears to be incorrect; (f) The Sub-Adviser shall, when requested by the Adviser, make recommendations regarding proxies solicited by or with respect to the issuers of securities in which assets of the Fund may be invested from time to time. Such proxies will be voted by the Adviser in a manner that the Adviser deems, in good faith, to be in the best interests of the Fund and in accordance with the Adviser’s proxy voting policy. (g) The Sub-Adviser hereby represents that it has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and will provide the Adviser and the Trust with a copy of the code and evidence of its adoption. Within 45 days of the last calendar quarter of each year while this Agreement is in effect, the Sub-Adviser shall provide to the Board a written report that describes any issues arising under the code of ethics since the last report to the Board, including, but not limited to, information about material violations of the code and sanctions imposed in response to the material violations; and which certifies that the Sub-Adviser has adopted procedures reasonably necessary to prevent access persons (as that term is defined in Rule 17j-1) from violating the code; (h) The Sub-Adviser agrees to maintain adequate compliance procedures to ensure its compliance with the 1940 Act, the Investment Advisers Act of 1940, as amended, and other applicable U.S. federal and state regulations. The Sub-Adviser shall provide to the Trust's custodian with such information relating to ’s Chief Compliance Officer an annual written report regarding the Trust as may be required under the terms of the thenSub-current custody agreement between the Trust and the custodianAdviser’s compliance program.

Sub-Adviser's Duties. Subject to the general supervision and oversight of the Trust's Board of Trustees (the "Board") and the Adviser, the Sub-Adviser shall, employing its discretion, manage the investment operations of each the Fund and the composition of all of the portfolio of securities and investments (including cash) belonging to each the Fund, including the purchase, retention and disposition thereof and the execution of agreements relating thereto, thereto in accordance with the Fund's ’s investment objective, policies and restrictions as stated in the Trust's Fund’s then-current Prospectus and Statement of Additional Information (together, the "“Prospectus"”) and subject to the following understandings: (a) The Sub-Adviser shall furnish a continuous investment program for each the Fund and determine from time to time what investments or securities will be purchased, retained or sold by each the Fund and what portion of the assets belonging to each the Fund will be invested or held uninvested as cash; (ba) The Sub-Adviser shall use its best judgment in the performance of its duties under this Agreementagreement; (cb) The Sub-Adviser, in the performance of its duties and obligations under this Agreementagreement for the Fund, shall act in conformity with the Trust's Declaration declaration of Trusttrust, its Byby-Laws laws and its Prospectus the Fund's prospectus and with the reasonable instructions and directions of the Trust's Board of Trustees and the Adviser Adviser, and will conform to and comply with the requirements of the 1940 Act and all other applicable federal and state laws and regulations; (db) The Sub-Adviser shall determine the securities and other investments to be purchased or sold by each the Fund and as agent for the Trust will effect place portfolio transactions pursuant to its determinations either directly with the issuer or with any broker and/or dealer in such securitiessecurities and other investments, subject to Section 3 paragraph entitled “Execution of Purchase and Sale Orders” below; (ec) The Sub-Adviser shall maintain books and records with respect to the securities investment transactions of each the Fund and shall render to the Adviser and the Trust's Board of Trustees such periodic and special reports as the Adviser or the Board may reasonably request; and; (fd) The Sub-Adviser shall provide the Trust's ’s custodian and fund accounting agent on each business day with information about the Fund’s investment transactions, and with such other information relating to the Trust as may be required under the terms of the then-current custody agreement between the Trust and the custodian.; (e) The Sub-Adviser shall respond promptly to any request from the Adviser or the Fund’s accounting agent for assistance in obtaining price sources for investments held by the Fund or determining a price when a price source is not available, and promptly review the prices used by the Fund’s accountant to determine net asset value and advise the Fund’s accountant promptly if any price appears to be incorrect; (f) The Sub-Adviser shall provide such information and assistance as may be required to enable the Adviser to fulfill its obligations under the Trust’s Liquidity Risk Management Program including, but not limited to, review of all liquidity determinations regarding the Fund’s holdings; (g) The Sub-Adviser shall be responsible for: (1) directing the manner in which proxies solicited by issuers of investments beneficially owned by the Fund shall be voted, and (2) making any elections relative to any mergers, acquisitions, tender offers, bankruptcy proceedings or other types of events pertaining to the investments held by the Fund; (h) The Sub-Adviser hereby represents that it has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and will provide the Adviser and the Trust with a copy of the code and evidence of its adoption. Within 45 days of the last calendar quarter of each year while the Sub-Advisory Agreement is in effect, the Sub-Adviser shall provide to the Board a written report that describes any issues arising under the code of ethics since the last report to the Board, including, but not limited to, information about material violations of the code and sanctions imposed in response to the material violations, and which certifies that the Sub-Adviser has adopted procedures reasonably necessary to prevent access persons (as that term is defined in Rule 17j-1) from violating the code; (i) The Sub-Adviser agrees to maintain adequate compliance procedures to ensure its compliance with the 1940 Act, the Advisers Act, as amended, and other applicable federal and state regulations. The Sub-Adviser shall provide to the Trust’s chief compliance officer an annual written report regarding the Sub-Adviser’s compliance program consistent with its obligations under the Advisers Act;

Sub-Adviser's Duties. Subject to the general supervision of the Trust's Board of Trustees (the "Board") and the Adviser, the Sub-Adviser shall, employing its discretion, manage the investment operations of each Fund and the composition for that portion of the portfolio Fund's assets assigned to the Sub-Adviser by the Adviser (the "Sub-Advised Assets") as well as the notional trading size of securities and investments (including cash) belonging to each Fundthe Sub-Adviser Assets , including the purchase, retention and disposition thereof and the execution of agreements relating thereto, in accordance with the Fund's investment objectiveobjectives, policies and restrictions as stated in the TrustFund's then-current most recent Prospectus and Statement of Additional Information that have been provided to Sub-Adviser by Adviser (together, the "Prospectus") and subject to the following understandings: (a) The Sub-Adviser shall furnish a continuous investment program for each Fund the Sub-Advised Assets and determine from time to time time, with respect to the Sub-Advised Assets, what investments or securities will be purchased, retained or sold by each the Fund and what portion of the assets belonging to each Fund Sub-Advised Assets will be invested or held uninvested as cash; (b) The Sub-Adviser shall use its best judgment in the performance of its duties under this Agreement; (c) The Sub-Adviser, in the performance of its duties and obligations under this AgreementAgreement for the Fund, shall act in conformity with the most recent version of the Trust's Declaration of Trust, its By-Laws and its the Fund's Prospectus that have been provided to it by the Adviser and with the reasonable instructions and directions of the Trust's Board of Trustees and the Adviser Adviser, and will conform to and comply with the requirements of the 1940 Act and all other applicable federal and state laws and regulations; (d) The Sub-Adviser shall determine the securities to be purchased or sold by each Fund and as agent for the Trust will effect place portfolio transactions pursuant to its determinations either directly with the issuer or with any broker and/or dealer in such securitiessecurities or financial instruments, subject to Section 3 below; (e) The Sub-Adviser shall maintain books and records with respect to the transactions in securities transactions and other financial instruments of each Fund the Sub-Advised Assets and shall render to the Adviser and the Trust's Board of Trustees such periodic and special reports as the Adviser or the Board may reasonably request; and; (f) The Sub-Adviser shall provide the Trust's custodian and fund accountant on each business day with information about Fund transactions in securities and other financial instruments for which it is responsible, and with such other information relating to the Trust as may be required under the terms of the then-current custody agreement between the Trust and the custodian; (g) With respect to the Sub-Advised Assets, the Sub-Adviser shall respond as quickly as reasonably possible to any request from the Adviser or the Fund's fund accountant for assistance in obtaining price sources for securities or other financial instruments held by the Fund or determining a price when a price source is not available, and shall periodically review the prices used by the fund accountant to determine net asset value and advise the fund accountant promptly if any price appears to be incorrect; (h) With respect to the Sub-Advised Assets, the Sub-Adviser shall vote all proxies solicited by or with respect to the issuers of securities in which assets of the Fund may be invested from time to time. Such proxies will be voted in a manner that the Sub-Adviser deems, in good faith, to be in the best interests of the Fund and in accordance with the Sub-Adviser's proxy voting policy. The Sub-Adviser shall provide a copy of its proxy voting policy, and any amendments thereto, to the Adviser prior to the execution of this Agreement; (i) The Sub-Adviser hereby represents that it has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and will provide the Adviser and the Trust with a copy of the code and evidence of its adoption. Within 45 days of the last calendar quarter of each year while this Agreement is in effect, the Sub-Adviser shall provide to the Board a written report that describes any issues arising under the code of ethics since the last report to the Board, including, but not limited to, information about material violations of the code and sanctions imposed in response to the material violations; and which certifies that the Sub-Adviser has adopted procedures reasonably necessary to prevent access persons (as that term is defined in Rule 17j-1) from violating the code; (j) The Sub-Adviser agrees to maintain adequate compliance procedures to ensure its compliance with the 1940 Act, the Investment Advisers Act of 1940, as amended, and other applicable federal and state regulations with respect to its trading for the Fund. The Sub-Adviser shall provide to the Trust's Chief Compliance Officer the executive summary of its annual written report regarding the Sub-Adviser's compliance program. (k) Unless and until the Sub-Adviser is otherwise informed in writing, it is intended that all Fund assets without exception serve as “segregated assets” for the Sub-Adviser’s compliance, with respect to its own trading, with the 1940 Act’s applicable rules of asset segregation. The Adviser shall therefore cause all assets of the Fund not allocated to the Sub-Adviser for its own trading to be held in an account marked as a “segregated account”. (l) Some of the trading of the Sub-Adviser’s investment program may be done in the Fund’s wholly owned subsidiary, LCMFS Fund Limited, as determined by the Adviser with the Sub-Adviser’s consent. (m) The Sub-Adviser shall promptly notify the Adviser of any circumstance that could reasonably be deemed to materially affect its ability to perform its obligations and services as described in the Sub-Advisory Agreement or that could have a negative impact on the Fund and the Adviser. Such circumstances, could include, but are not limited to, items such as: a. any potential legal or regulatory actions or litigation pertaining to the Sub-Adviser or any of its key employees and the disclosure of the results of those actions; b. any material operational disruptions caused by the loss of functionality for key personnel or systems; c. Any circumstance that would cause the Fund to revise its offering documents or marketing material.

Sub-Adviser's Duties. Subject to the general supervision of the Trust's Board of Trustees (the "Board") and the Adviser, the Sub-Adviser shall, employing its discretion, manage the investment operations of each Fund and the composition for that portion of the portfolio of securities and investments Fund's assets that are assigned to the Sub-Adviser by the Adviser (including cash) belonging to each Fundthe "Sub-Advised Assets"), including the purchase, retention and disposition thereof and the execution of agreements relating thereto, in accordance with the Fund's Funds’ investment objectiveobjectives, policies and restrictions as stated in the Trust's then-current Funds' most recent Prospectus and Statement of Additional Information that have been provided to Sub-Adviser by Adviser (together, the "Prospectus") and subject to the following understandings: (a) The Sub-Adviser shall furnish a continuous investment program for each Fund the Sub-Advised Assets and determine from time to time time, with respect to the Sub-Advised Assets, what investments or securities will be purchased, retained or sold by each Fund the Funds and what portion of the assets belonging to each Fund Sub-Advised Assets will be invested or held uninvested as cash; (b) The Sub-Adviser shall use its best judgment in the performance of its duties under this Agreement; (c) The Sub-Adviser, in the performance of its duties and obligations under this AgreementAgreement for the Funds, shall act in conformity with the most recent version of the Trust's Declaration of Trust, its By-Laws and its the Funds' Prospectus that have been provided to it by the Adviser and with the reasonable instructions and directions of the Trust's Board of Trustees and the Adviser Adviser, and will conform to and comply with the requirements of the 1940 Act and all other applicable federal and state laws and regulations; (d) The Sub-Adviser shall determine the securities to be purchased or sold by each Fund and as agent for the Trust will effect place portfolio transactions pursuant to its determinations either directly with the issuer or with any broker and/or dealer in such securities, subject to Section 3 below; (e) The Sub-Adviser shall maintain books and records with respect to the securities transactions of each Fund the Sub-Advised Assets and shall render to the Adviser and the Trust's Board of Trustees such periodic and special reports as the Adviser or the Board may reasonably request; and; (f) The Sub-Adviser shall provide the Trust's custodian and fund accountant on each business day with information about Fund securities transactions for which it is responsible, and with such other information relating to the Trust as may be required under the terms of the then-current custody agreement between the Trust and the custodian; (g) With respect to the Sub-Advised Assets, the Sub-Adviser shall respond as quickly as reasonably possible to any request from the Adviser or the Funds' fund accountant for assistance in obtaining price sources for securities held by the Funds or determining a price when a price source is not available, and shall periodically review the prices used by the fund accountant to determine net asset value and advise the fund accountant promptly if any price appears to be incorrect; (h) With respect to the Sub-Advised Assets, the Sub-Adviser shall vote all proxies solicited by or with respect to the issuers of securities in which assets of the Funds may be invested from time to time. Such proxies will be voted in a manner that the Sub-Adviser deems, in good faith, to be in the best interests of the Funds and in accordance with the Sub-Adviser's proxy voting policy. The Sub-Adviser shall provide a copy of its proxy voting policy, and any amendments thereto, to the Adviser prior to the execution of this Agreement; (i) The Sub-Adviser hereby represents that it has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and will provide the Adviser and the Trust with a copy of the code and evidence of its adoption. Within 45 days of the last calendar quarter of each year while this Agreement is in effect, the Sub-Adviser shall provide to the Board a written report that describes any issues arising under the code of ethics since the last report to the Board, including, but not limited to, information about material violations of the code and sanctions imposed in response to the material violations; and which certifies that the Sub-Adviser has adopted procedures reasonably necessary to prevent access persons (as that term is defined in Rule 17j-1) from violating the code; (j) The Sub-Adviser agrees to maintain adequate compliance procedures to ensure its compliance with the 1940 Act, the Investment Advisers Act of 1940, as amended, and other applicable federal and state regulations. The Sub-Adviser shall provide to the Trust's Chief Compliance Officer the executive summary of its annual written report regarding the Sub-Adviser's compliance program.

Sub-Adviser's Duties. Subject to the general supervision of the Trust's Board of Trustees (the "Board") and the Adviser, the Sub-Adviser shall, employing its discretion, manage the investment operations of each Fund the Portfolio and the composition of the portfolio of securities and investments (including cash) belonging to each Fundthe Portfolio, including the purchase, retention and disposition thereof and the execution of agreements relating thereto, in accordance with the FundPortfolio's investment objective, policies and restrictions as stated in the TrustPortfolio's then-current Prospectus and Statement of Additional Information (together, the "Prospectus") and subject to the following understandings: (a) The Sub-Adviser shall furnish a continuous investment program for each Fund the Portfolio and determine from time to time what investments or securities will be purchased, retained or sold by each Fund the Portfolio and what portion of the assets belonging to each Fund the Portfolio will be invested or held uninvested as cash; (b) The Sub-Adviser shall use its best judgment in the performance of its duties under this Agreement; (c) The Sub-Adviser, in the performance of its duties and obligations under this AgreementAgreement for the Portfolio, shall act in conformity with the Trust's Declaration of Trust, its By-Laws and its the Portfolio's Prospectus and with the reasonable instructions and directions of the Trust's Board of Trustees and the Adviser Adviser, and will conform to and comply with the requirements of the 1940 Act and all other applicable federal and state laws and regulations; (d) The Sub-Adviser shall determine the securities to be purchased or sold by each Fund the Portfolio and as agent for the Trust will effect place portfolio transactions pursuant to its determinations either directly with the issuer or with any broker and/or dealer in such securities, subject to Section 3 below; (e) The Sub-Adviser shall maintain books and records with respect to the securities transactions of each Fund the Portfolio and shall render to the Adviser and the Trust's Board of Trustees such periodic and special reports as the Adviser or the Board may reasonably request; and; (f) The Sub-Adviser shall provide the Trust's custodian on each business day with information about Portfolio securities transactions, and with such other information relating to the Trust as may be required under the terms of the then-current custody agreement between the Trust and the custodian; (g) The Sub-Adviser shall respond immediately to any request from the Adviser or the Portfolio's fund accountant for assistance in obtaining price sources for securities held by the Portfolio or determining a price when a price source is not available, and shall periodically review the prices used by the fund accountant to determine net asset value and advise the fund accountant promptly if any price appears to be incorrect; and (h) The Sub-Adviser agrees to maintain adequate compliance procedures to ensure its compliance with the 1940 Act, the Investment Advisers Act of 1940, as amended, and other applicable federal and state regulations.

Sub-Adviser's Duties. Subject to the general supervision of the Trust's Board of Trustees (the "Board") and the Adviser, the Sub-Adviser shall, employing its discretion, manage the investment operations of each Fund and the composition of the portfolio of securities and investments (including cash) belonging to each a Fund, including the purchase, retention and disposition thereof and the execution of agreements relating thereto, in accordance with the each Fund's ’s investment objective, policies and restrictions as stated in the Trust's Funds’ then-current Prospectus and Statement of Additional Information (togethercollectively, the "Prospectus") and subject to the following understandings: (a) The Sub-Adviser shall furnish a continuous investment program for each Fund and determine from time to time what investments or securities will be purchased, retained or sold by each Fund the Funds and what portion of the assets belonging to each Fund the Funds will be invested or held uninvested un-invested as cash; (b) The Sub-Adviser shall use its best judgment in the performance of its duties under this Agreementagreement; (c) The Sub-Adviser, in the performance of its duties and obligations under this Agreementagreement for the Funds, shall act in conformity with the Trust's Declaration declaration of Trusttrust, its Byby-Laws laws and its Prospectus the Funds’ registration statement and with the reasonable instructions and directions of the Trust's Board of Trustees and the Adviser Adviser, and will conform to and comply with the requirements of the 1940 Act and all other applicable federal and state laws and regulations; (d) The Sub-Adviser shall determine the securities to be purchased or sold by each Fund the Funds and as agent for the Trust will effect place portfolio transactions pursuant to its determinations either directly with the issuer or with any broker and/or dealer in such securities, subject to Section 3 paragraph heading: Execution of Purchase and Sale Orders below; (e) The Sub-Adviser shall maintain books and records with respect to the securities transactions of each Fund the Funds and shall render to the Adviser and the Trust's Board of Trustees such periodic and special reports as the Adviser or the Board may reasonably request; and; (f) The Sub-Adviser shall provide the Trust's custodian and fund accountant on each business day with information about the Funds’ securities transactions, and with such other information relating to the Trust as may be required under the terms of the then-current custody agreement between the Trust and the custodian; (g) The Sub-Adviser shall respond promptly to any request from the Adviser or the Funds’ fund accountant for assistance in obtaining price sources for securities held by a Fund or determining a price when a price source is not available, and promptly review the prices used by the Funds’ accountant to determine net asset value and advise the Funds’ accountant promptly if any price appears to be incorrect. The final price of any security will be determined in accordance with the Trust’s fair value procedures; (h) The Sub-Adviser shall be responsible for: (i) directing how a Fund should vote proxies solicited by issuers of securities beneficially owned by a Fund, and (ii) making any elections relative to any mergers, acquisitions, tender offers, bankruptcy proceedings or other type events pertaining to the securities held by a Fund; (i) The Sub-Adviser represents that it has adopted a written code of ethics complying with the requirements of rule 17j-1 under the 1940 Act and will provide the Adviser and the Trust with a copy of the code and evidence of its adoption. Within 45 days of the last calendar quarter of each year while this agreement is in effect, the Sub-Adviser shall provide to the board a written report that describes any issues arising under the code of ethics since the last report to the board, including, but not limited to, information about material violations of the code and sanctions imposed in response to the material violations; and which certifies that the sub-adviser has adopted procedures reasonably necessary to prevent access persons (as that term is defined in rule 17j-1) from violating the code; (j) The Sub-Adviser agrees to maintain adequate compliance procedures to ensure its compliance with the 1940 Act, the Advisers Act, and other applicable federal and state regulations. The Sub-Adviser shall provide to the Trust's chief compliance officer an annual written report regarding the sub-adviser's compliance program. (k) The Adviser has delivered to the Sub-Adviser copies of (i) the Trust Instrument and Bylaws, (ii) the Trust’s Registration Statement (for the Funds) and all amendments thereto filed with the SEC pursuant to the Securities Act of 1933, as amended (the “Securities Act”), or the 1940 Act, and (iii) all procedures adopted by the Trust regarding a Fund, and shall promptly furnish the Sub-Adviser with all amendments of or supplements to the foregoing. The Trust shall deliver to the Sub-Adviser (a) a certified copy of the resolution of the Board appointing the Sub-Adviser and authorizing the execution and delivery of this Agreement, (b) a copy of all proxy statements and related materials relating to a Fund, and (c) any other documents, materials, or information that the Sub-Adviser shall reasonably request to enable it to perform its duties pursuant to this Agreement. The Adviser shall furnish to the Sub-Adviser a copy of each amendment of or supplement to the foregoing promptly after the adoption of each amendment or supplement. (l) The Sub-Adviser has delivered to the Adviser and the Trust (i) a copy of its Form ADV as most recently filed with the SEC. The Sub-Adviser shall promptly furnish the Adviser and Trust with all amendments of or supplements to the foregoing at least annually.

Sub-Adviser's Duties. Subject to the general supervision and oversight of the Trust's ’s Board of Trustees (the "“Board"”) and the Adviser, the Sub-Adviser shall, employing its discretion, manage the investment operations of each the Fund and the composition of the portfolio of securities and investments (including cash) belonging to each the Fund, including the purchase, retention and disposition thereof and the execution of agreements relating thereto, in accordance with the Fund's ’s investment objective, policies and restrictions as stated in the Trust's then-Fund’s then- current Prospectus and Statement of Additional Information (together, the "“Prospectus"”) and subject to the following understandings: (a) The Sub-Adviser shall furnish a continuous investment program for each the Fund and determine from time to time what investments or securities will be purchased, retained or sold by each the Fund and what portion of the assets belonging to each the Fund will be invested or held uninvested as cash; (b) The Sub-Adviser shall use its best judgment in the performance of its duties under this Sub-Advisory Agreement; (c) The Sub-Adviser, in the performance of its duties and obligations under this AgreementSub-Advisory Agreement for the Fund, shall act in conformity with the Trust's Declaration ’s declaration of Trusttrust, its Byby-Laws laws and its Prospectus the Fund’s prospectus and with the reasonable instructions and directions of the Trust's ’s Board of Trustees and the Adviser Adviser, and will conform to and comply with the requirements of the 1940 Act and all other applicable federal and state laws and regulations; (d) The Sub-Adviser shall determine the securities to be purchased or sold by each the Fund and as agent for the Trust will effect place portfolio transactions pursuant to its determinations either directly with the issuer or with any broker and/or dealer in such securities, subject to Section 3 paragraph heading: Execution of Purchase and Sale Orders below; (e) The Sub-Adviser shall maintain books and records with respect to the securities transactions of each the Fund and shall render to the Adviser adviser and the Trust's ’s Board of Trustees such periodic and special reports as the Adviser or the Board board may reasonably request; and; (f) The Sub-Adviser shall provide the Trust's custodian ’s custodian, fund accountant and the Adviser on each business day with information about the Fund’ securities transactions, and with such other information relating to the Trust as may be required under the terms of the then-current custody agreement between the Trust and the custodian; (g) The Sub-Adviser shall respond promptly to any request from the Adviser or the Fund’s fund accountant for assistance in obtaining price sources for securities held by the Fund or determining a price when a price source is not available, and promptly review the prices used by the Fund’ accountant to determine net asset value and advise the Fund’s accountant promptly if any price appears to be incorrect; (h) The Sub-Adviser shall be responsible for: (1) directing the manner in which proxies solicited by issuers of securities beneficially owned by the Fund shall be voted when requested by the Adviser, and (2) making any elections relative to any mergers, acquisitions, tender offers, bankruptcy proceedings or other type events pertaining to the securities held by the Fund; (i) The Sub-Adviser hereby represents that it has adopted a written code of ethics complying with the requirements of rule 17j-1 under the 1940 Act and will provide the Adviser and the Trust with a copy of the code and evidence of its adoption. Within 45 days of the last calendar quarter of each year while the Sub-Advisory Agreement is in effect, the Sub- Adviser shall provide to the board a written report that describes any issues arising under the code of ethics since the last report to the board, including, but not limited to, information about material violations of the code and sanctions imposed in response to the material violations; and which certifies that the sub-adviser has adopted procedures reasonably necessary to prevent access persons (as that term is defined in rule 17j-1) from violating the code; and (j) The Sub-Adviser agrees to maintain adequate compliance procedures to ensure its compliance with the 1940 Act, the Investment Advisers Act of 1940, as amended, and other applicable federal and state regulations. The Sub-Adviser shall provide to the Trust’s chief compliance officer an annual written report regarding the Sub-Adviser’s compliance program.

Sub-Adviser's Duties. Subject to the general supervision of the Trust's Board of Trustees (the "Board") and the Adviser, the Sub-Adviser shall, employing its discretion, manage the investment operations of each the Fund and the composition of the portfolio of securities and investments (including cash) belonging to each the Fund, including the purchase, retention and disposition thereof and the execution of agreements relating thereto, in accordance with the Fund's ’s investment objective, policies and restrictions as stated in the TrustFund's then-current Prospectus and Statement of Additional Information (together, the "Prospectus") and subject to the following understandings: (a) The Sub-Adviser shall furnish a continuous investment program for each the Fund and determine from time to time what investments or securities will be purchased, retained or sold by each the Fund and what portion of the assets belonging to each the Fund will be invested or held uninvested as cash; (b) The Sub-Adviser shall use its best judgment in the performance of its duties under this Agreement; (c) The Sub-Adviser, in the performance of its duties and obligations under this Agreementagreement for the Fund, shall act in conformity with the Trust's Declaration declaration of Trusttrust, its Byby-Laws laws and its Prospectus the Fund's prospectus and with the reasonable instructions and directions of the Trust's Board of Trustees and the Adviser Adviser, and will conform to and comply with the requirements of the 1940 Act and all other applicable federal and state laws and regulations; (d) The Sub-Adviser shall determine the securities to be purchased or sold by each the Fund and as agent for the Trust will effect place portfolio transactions pursuant to its determinations either directly with the issuer or with any broker and/or dealer in such securities, subject to Section 3 paragraph heading: Execution of Purchase and Sale Orders below; (e) The Sub-Adviser shall maintain books and records with respect to the securities transactions of each the Fund and shall render to the Adviser and the Trust's Board of Trustees such periodic and special reports as the Adviser or the Board may reasonably request; and; (f) The Sub-Adviser shall provide the Trust's custodian custodians and fund accountant on each business day with information about the Fund’s securities transactions, and with such other information relating to the Trust as may be required under the terms of the then-current custody agreement between the Trust and the custodian; (g) The Sub-Adviser shall respond promptly to any request from the Adviser or the Fund’s fund accountant for assistance in obtaining price sources for securities held by the Fund or determining a price when a price source is not available, and promptly review the prices used by the Fund’s accountant to determine net asset value and advise the Fund’s accountant promptly if any price appears to be incorrect; (h) The Sub-Adviser shall be responsible for: (1) directing the manner in which proxies solicited by issuers of securities beneficially owned by the Fund shall be voted, and (2) making any elections relative to any mergers, acquisitions, tender offers, bankruptcy proceedings or other type events pertaining to the securities held by the Fund; (i) The Sub-Adviser hereby represents that it has adopted a written code of ethics complying with the requirements of rule 17j-1 under the 1940 Act and will provide the Adviser and the Trust with a copy of the code and evidence of its adoption. Within 45 days of the last calendar quarter of each year while this agreement is in effect, the Sub-Adviser shall provide to the Board a written report that describes any issues arising under the code of ethics since the last report to the Board, including, but not limited to, information about material violations of the code and sanctions imposed in response to the material violations; and which certifies that the Sub-Adviser has adopted procedures reasonably necessary to prevent access persons (as that term is defined in rule 17j-1) from violating the code; (j) The Sub-Adviser agrees to maintain adequate compliance procedures to ensure its compliance with the 1940 Act, the Investment Advisers Act of 1940, as amended, and other applicable federal and state regulations. The Sub-Adviser shall provide to the trust's chief compliance officer an annual written report regarding the Sub-Adviser's compliance program.

Sub-Adviser's Duties. Subject to the general supervision of the Trust's Board of Trustees (the "Board") and the Adviser, the Sub-Adviser shall, employing its discretion, manage the investment operations of each Fund the Funds and the composition of the portfolio of securities and investments (including cash) belonging to each Fundthe Funds, including the purchase, retention and disposition thereof and the execution of agreements relating thereto, in accordance with the Fund's Funds’ investment objective, policies and restrictions as stated in the Trust's Funds’ then-current Prospectus and Statement of Additional Information (togethercollectively, the "Prospectus") and subject to the following understandings: (a) The Sub-Adviser shall furnish a continuous investment program for each Fund the Funds and determine from time to time what investments or securities will be purchased, retained or sold by each Fund the Funds and what portion of the assets belonging to each Fund the Funds will be invested or held uninvested un-invested as cash; (b) The Sub-Adviser shall use its best judgment in the performance of its duties under this Agreementagreement; (c) The Sub-Adviser, in the performance of its duties and obligations under this Agreementagreement for the Funds, shall act in conformity with the Trust's Declaration declaration of Trusttrust, its Byby-Laws laws and its Prospectus the Fund's prospectus and with the reasonable instructions and directions of the Trust's Board of Trustees and the Adviser Adviser, and will conform to and comply with the requirements of the 1940 Act and all other applicable federal and state laws and regulations; (d) The Sub-Adviser shall determine the securities to be purchased or sold by each Fund the Funds and as agent for the Trust will effect place portfolio transactions pursuant to its determinations either directly with the issuer or with any broker and/or dealer in such securities, subject to Section 3 paragraph heading: Execution of Purchase and Sale Orders below; (e) The Sub-Adviser shall maintain books and records with respect to the securities transactions of each Fund the Funds and shall render to the Adviser and the Trust's Board of Trustees such periodic and special reports as the Adviser or the Board may reasonably request; and; (f) The Sub-Adviser shall provide the Trust's custodian and fund accountant on each business day with information about the Funds’ securities transactions, and with such other information relating to the Trust as may be required under the terms of the then-current custody agreement between the Trust and the custodian; (g) The Sub-Adviser shall respond promptly to any request from the Adviser or the Funds’ fund accountant for assistance in obtaining price sources for securities held by the Funds or determining a price when a price source is not available, and promptly review the prices used by the Funds’ accountant to determine net asset value and advise the Funds’ accountant promptly if any price appears to be incorrect; (h) The Sub-Adviser shall be responsible for: (i) directing the manner in which proxies solicited by issuers of securities beneficially owned by the Funds shall be voted, and (ii) making any elections relative to any mergers, acquisitions, tender offers, bankruptcy proceedings or other type events pertaining to the securities held by the Funds; (i) The Sub-Adviser hereby represents that it has adopted a written code of ethics complying with the requirements of rule 17j-1 under the 1940 Act and will provide the Adviser and the Trust with a copy of the code and evidence of its adoption. Within 45 days of the last calendar quarter of each year while this agreement is in effect, the Sub-Adviser shall provide to the Board a written report that describes any issues arising under the code of ethics since the last report to the Board, including, but not limited to, information about material violations of the code and sanctions imposed in response to the material violations; and which certifies that the sub-adviser has adopted procedures reasonably necessary to prevent access persons (as that term is defined in rule 17j-1) from violating the code; (j) The Sub-Adviser agrees to maintain adequate compliance procedures to ensure its compliance with the 1940 Act, the Investment Advisers Act of 1940, as amended, and other applicable federal and state regulations. The Sub-Adviser shall provide to the trust's chief compliance officer an annual written report regarding the sub-adviser's compliance program. (k) The Adviser has delivered to the Sub-Adviser copies of (i) the Trust’s Trust Instrument and Bylaws, (ii) the Trust’s Registration Statement, all exhibits thereto, and all amendments thereto filed with the SEC pursuant to the Securities Act of 1933, as amended (the “Securities Act”), or the 1940 Act, (iii) current Prospectuses and Statements of Additional Information of the Funds (collectively, as currently in effect and as amended or supplemented, the “Prospectus”), and (iv) all procedures adopted by the Trust with respect to the Funds (i.e., repurchase agreement procedures), and shall promptly furnish the Sub-Adviser with all amendments of or supplements to the foregoing. The Trust shall deliver to the Sub-Adviser (a) a certified copy of the resolution of the Board appointing the Sub-Adviser and authorizing the execution and delivery of this Agreement, (b) a copy of all proxy statements and related materials relating to the Funds, and (c) any other documents, materials or information that the Sub-Adviser shall reasonably request to enable it to perform its duties pursuant to this Agreement. The Adviser shall furnish to the Sub-Adviser a copy of each amendment of or supplement to the foregoing promptly after the adoption of each amendment or supplement. (l) The Sub-Adviser has delivered to the Adviser and the Trust (i) a copy of its Form ADV as most recently filed with the SEC. The Sub-Adviser shall promptly furnish the Adviser and Trust with all amendments of or supplements to the foregoing at least annually.

Sub-Adviser's Duties. Subject to the general supervision and oversight of the Trust's Board of Trustees (the "Board") and the Adviser, the Sub-Adviser shall, employing its discretion, manage the investment operations of each Fund the Subadvised Assets and the composition of all of the portfolio of securities and investments (including cash) belonging to each Fundthe Company, including the purchase, retention and disposition thereof and the execution of agreements relating thereto, thereto in accordance with the Fund's ’s investment objective, policies and restrictions as stated in the Trust's Fund’s then-current Prospectus and Statement of Additional Information (together, the "Prospectus") “Registration Statement”), and subject to the following understandings: (a) The Sub-Adviser shall furnish formulate and implement a continuous investment program for each Fund the Subadvised Assets and determine from time to time what investments or securities will be purchased, retained or sold by each Fund the Company and what portion of the assets belonging to each Fund the Company, if any, will be invested or held uninvested as cash; (b) The Sub-Adviser shall use its best judgment in the performance of its duties under this Sub-Advisory Agreement; (c) The Sub-Adviser, in the performance of its duties and obligations under this AgreementSub-Advisory Agreement for the Company, shall act in conformity with (i) the Investment Strategy; (ii) Company’s Memorandum and Articles of Association, as may be amended or supplemented from time to time; (iii) the Fund’s investment objective, policies and restrictions as stated in the Fund's then-current Registration Statement; (iv) any written instructions or policies which the Board, the Trust's Declaration of Trust’s Board, its By-Laws and its Prospectus and with the instructions and directions of Adviser or the Trust's Board of Trustees ’s Chief Compliance Officer may deliver to the Sub-Adviser from time to time and the Adviser policies and will conform procedures adopted by the Trust pursuant to Rule 38a-1 under the 1940 Act that are applicable to the Company (together, the “Policies”); and comply with (v) the requirements of the 1940 Act Act, the Advisers Act, the Commodity Exchange Act, as amended (“CEA”), and all other applicable federal and state laws and regulations; (d) The Sub-Adviser shall determine the securities and other investments to be purchased or sold by each Fund the Company and as agent for the Trust will effect place portfolio transactions pursuant to its determinations either directly with the issuer or with any broker and/or dealer in such securitiessecurities and other investments, subject to Section 3 below6 of this Sub-Advisory Agreement; (e) The Sub-Adviser shall maintain books and records with respect to the securities transactions of each Fund and shall render to the Adviser and the Trust's ’s Board a quarterly report, in advance of Trustees the regular meetings of the Trust’s Board, of its activities under this Sub-Advisory Agreement, in such periodic form and special reports detail as the Adviser or the Trust’s Board may reasonably request; and, and shall make an investment officer available to attend such meetings of the Trust’s Board as the Adviser or the Trust’s Board may reasonably request; (f) The Sub-Adviser shall provide the Trust's custodian Company’s custodian, administrator and fund accounting agent on each business day with information about the Subadvised Assets’ securities transactions, and with such other information relating to the Trust Subadvised Assets as may be required under the terms of the then-current custody agreement between the Trust Company and the custodian, and other information reasonably requested by the custodian or administrator to enable the custodian or administrator to perform its custodial, administrative, and recordkeeping responsibilities with respect to the Company; (g) The Sub-Adviser shall respond promptly to any request from the Adviser or the Company’s fund accountant for assistance in obtaining price sources for investments held by the Subadvised Assets or determining a price when a price source is not available, and promptly review the prices used by the Company’s accountant to determine net asset value and advise the Company’s accountant promptly if any price appears to be incorrect; (h) The Sub-Adviser (i) shall be required to vote all proxies, with respect to the Subadvised Assets, in accordance with the Sub-Adviser’s proxy policies and procedures, provided that the Adviser reserves the right to vote said proxies upon providing a written instruction to the Sub-Adviser; (ii) shall make all proxy votes available to the Adviser upon the Adviser’s request; and (iii) will establish a process for the timely distribution of the Sub-Adviser’s voting record with respect to the Company’s securities and other information necessary for the Company to complete information required by applicable regulatory filings; (i) The Sub-Adviser hereby represents that it has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and will provide the Adviser and the Company with a copy of the code and evidence of its adoption. Within 45 days of the last calendar quarter of each year while this Sub-Advisory Agreement is in effect, the Sub-Adviser shall provide to the Trust’s Board a written report that describes any issues arising under the code of ethics since the last report to the Trust’s Board, including, but not limited to, information about material violations of the code and sanctions imposed in response to the material violations, and which certifies that the Sub-Adviser has adopted procedures reasonably necessary to prevent access persons (as that term is defined in Rule 17j-1) from violating the code; (j) The Sub-Adviser agrees to maintain adequate compliance procedures to ensure its compliance with the 1940 Act, the Advisers Act and other applicable federal and state regulations. The Sub-Adviser shall provide to the Trust’s Chief Compliance Officer an annual written report regarding the Sub-Adviser’s compliance program consistent with its obligations under the Advisers Act; (k) The Sub-Adviser shall be responsible for daily monitoring of the investment activities and portfolio holdings of the Subadvised Assets to ensure compliance with the Investment Strategy, Registration Statement, Policies and applicable law. Sub-Adviser shall advise the Adviser promptly in the event it becomes aware of any non-compliance with any of the above with respect to the Company; (l) The Sub-Adviser agrees to monitor investments held by the Subadvised Assets for “significant events” that occur when the market is closed that may affect the value of such investments, Sub-Adviser shall promptly notify the Adviser and Trust’s Chief Compliance Officer of such event. Sub-Adviser shall provide reasonable assistance to the Company’s administrator and other applicable parties designated by the administrator in determining the fair value of such assets subject to a “significant event” or any assets held in the Subadvised Assets for which market quotations are not readily available or for which the Adviser, the administrator, the Board and the Trust’s Board have otherwise determined to fair value; (m) Upon the Adviser’s request, the Sub-Adviser shall review and comment on selected portions relating to Sub-Adviser and/or the Investment Strategy of the Registration Statement, other offering documents and marketing materials prepared by the Adviser (or its affiliates) for the Fund. Sub-Adviser shall promptly notify the Adviser if any information in the Registration Statement or other materials that it has reviewed is (or will become) inaccurate or incomplete; (n) The Sub-Adviser shall not act for, represent, or purport to bind the Company, the Fund, or the Adviser in any legal or administrative proceeding involving the Fund or Company or any such proceedings involving any security or investment currently or formerly held by the Company, including, without limitation class action lawsuits, regulatory or governmental victim funds, and bankruptcy proceedings. The Sub-Adviser does, however, agree that it will promptly notify the Adviser of any legal matters affecting the Company or any security or investment currently or formerly held in the Company, that Sub-Adviser reasonably believes the Company and the Adviser should consider pursuing (“Legal Matters”). Sub-Adviser agrees to cooperate with the Adviser to provide reasonable assistance regarding any Legal Matters, including providing factual information in its possession regarding such Legal Matters as the Company and/or the Adviser may reasonably request. (o) Upon the Adviser’s request, the Sub-Adviser shall provide such information and assistance as may be required to enable the Adviser to fulfill its obligations under the Trust’s Liquidity Risk Management Program including, but not limited to, review of all liquidity determinations regarding the Subadvised Assets. (p) The Sub-Adviser shall provide such information and assistance as may be required to enable the Adviser to fulfill its obligations under all existing and future securities regulations including, but not limited to, Rule 18f-4 under the 1940 Act.

Sub-Adviser's Duties. Subject to the general supervision of the Trust's Board of Trustees (the "Board") and the Adviser, the Sub-Adviser shall, employing its discretion, manage the investment operations of each Fund and the composition for that portion of the portfolio Fund's assets assigned to the Sub-Adviser by the Adviser (the "Sub-Advised Assets") as well as the notional trading size of securities and investments (including cash) belonging to each Fundthe Sub-Adviser Assets , including the purchase, retention and disposition thereof and the execution of agreements relating thereto, in accordance with the Fund's investment objectiveobjectives, policies and restrictions as stated in the TrustFund's then-current most recent Prospectus and Statement of Additional Information that have been provided to Sub-Adviser by Adviser (together, the "Prospectus") and subject to the following understandings: (a) The Sub-Adviser shall furnish a continuous investment program for each Fund the Sub-Advised Assets and determine from time to time time, with respect to the Sub-Advised Assets, what investments or securities will be purchased, retained or sold by each the Fund and what portion of the assets belonging to each Fund Sub-Advised Assets will be invested or held uninvested as cash; (b) The Sub-Adviser shall use its best judgment in the performance of its duties under this Agreement; (c) The Sub-Adviser, in the performance of its duties and obligations under this AgreementAgreement for the Fund, shall act in conformity with the most recent version of the Trust's Declaration of Trust, its By-Laws and its the Fund's Prospectus that have been provided to it by the Adviser and with the reasonable instructions and directions of the Trust's Board of Trustees and the Adviser Adviser, and will conform to and comply with the requirements of the 1940 Act and all other applicable federal and state laws and regulations; (d) The Sub-Adviser shall determine the securities to be purchased or sold by each Fund and as agent for the Trust will effect place portfolio transactions pursuant to its determinations either directly with the issuer or with any broker and/or dealer in such securitiessecurities or financial instruments, subject to Section 3 below; (e) The Sub-Adviser shall maintain books and records with respect to the transactions in securities transactions and other financial instruments of each Fund the Sub-Advised Assets and shall render to the Adviser and the Trust's Board of Trustees such periodic and special reports as the Adviser or the Board may reasonably request; and; (f) The Sub-Adviser shall provide the Trust's custodian and fund accountant on each business day with information about Fund transactions in securities and other financial instruments for which it is responsible, and with such other information relating to the Trust as may be required under the terms of the then-current custody agreement between the Trust and the custodian; (g) With respect to the Sub-Advised Assets, the Sub-Adviser shall respond as quickly as reasonably possible to any request from the Adviser or the Fund's fund accountant for assistance in obtaining price sources for securities or other financial instruments held by the Fund or determining a price when a price source is not available, and shall periodically review the prices used by the fund accountant to determine net asset value and advise the fund accountant promptly if any price appears to be incorrect; (h) With respect to the Sub-Advised Assets, the Sub-Adviser shall vote all proxies solicited by or with respect to the issuers of securities in which assets of the Fund may be invested from time to time. Such proxies will be voted in a manner that the Sub-Adviser deems, in good faith, to be in the best interests of the Fund and in accordance with the Sub-Adviser's proxy voting policy. The Sub-Adviser shall provide a copy of its proxy voting policy, and any amendments thereto, to the Adviser prior to the execution of this Agreement; (i) The Sub-Adviser hereby represents that it has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and will provide the Adviser and the Trust with a copy of the code and evidence of its adoption. Within 45 days of the last calendar quarter of each year while this Agreement is in effect, the Sub-Adviser shall provide to the Board a written report that describes any issues arising under the code of ethics since the last report to the Board, including, but not limited to, information about material violations of the code and sanctions imposed in response to the material violations; and which certifies that the Sub-Adviser has adopted procedures reasonably necessary to prevent access persons (as that term is defined in Rule 17j-1) from violating the code; (j) The Sub-Adviser agrees to maintain adequate compliance procedures to ensure its compliance with the 1940 Act, the Investment Advisers Act of 1940, as amended, and other applicable federal and state regulations with respect to its trading for the Fund. The Sub-Adviser shall provide to the Trust's Chief Compliance Officer the executive summary of its annual written report regarding the Sub-Adviser's compliance program. (k) Unless and until the Sub-Adviser is otherwise informed in writing, it is intended that all Fund assets without exception serve as “segregated assets” for the Sub-Adviser’s compliance, with respect to its own trading, with the 1940 Act’s applicable rules of asset segregation. The Adviser shall therefore cause all assets of the Fund not allocated to the Sub-Adviser for its own trading to be held in an account marked as a “segregated account”. (l) Some of the trading of the Sub-Adviser’s investment program may be done in the Fund’s wholly owned subsidiary, LCMFS Fund Limited, as determined by the Adviser with the Sub-Adviser’s consent. (m) The Sub-Adviser shall promptly notify the Adviser of any circumstance that could reasonably be deemed to materially affect its ability to perform its obligations and services as described in the Sub-Advisory Agreement or that could have a negative impact on the Fund and the Adviser. Such circumstances, could include, but are not limited to, items such as: 1) any potential legal or regulatory actions or litigation pertaining to the Sub-Adviser or any of its key employees and the disclosure of the results of those actions; 2) any material operational disruptions caused by the loss of functionality for key personnel or systems; 3) Any circumstance that would cause the Fund to revise its offering documents or marketing material.

Sub-Adviser's Duties. Subject to the general supervision of the Trust's Board of Trustees (the "Board") and the Adviser, the Sub-Adviser shall, employing its discretion, manage the investment operations of each Fund and the composition of the portfolio of securities and investments (including cash) belonging to each a Fund, including the purchase, retention and disposition thereof and the execution of agreements relating thereto, in accordance with the each Fund's ’s investment objective, policies and restrictions as stated in the Trust's Funds’ then-current Prospectus and Statement of Additional Information (togethercollectively, the "“Prospectus"”) and subject to the following understandings: (a) The Sub-Adviser shall furnish a continuous investment program for each any allocation of a Fund and which has been specifically designated to Sub-Adviser by Adviser for investment management, which allocations are subject to change by the Adviser. Sub-Adviser shall determine from time to time what investments or securities will be purchased, retained or sold by each Fund for any such allocation and what portion of the assets belonging to each Fund in the allocation will be invested or held uninvested un-invested as cash. For the avoidance of doubt, Sub-Adviser’s duties under this Agreement, including but not limited to investment management of Adviser-directed Fund allocations and related compliance, books and records, and similar obligations, shall be limited only to those Fund assets which have been allocated to Sub-Adviser for investment management under this Agreement; (b) The Sub-Adviser shall use its best judgment in the performance of its duties under this Agreementagreement; (c) The Sub-Adviser, in the performance of its duties and obligations under this Agreementagreement for the Funds, shall act in conformity with the Trust's Declaration ’s declaration of Trusttrust, its Byby-Laws laws and its Prospectus the Funds’ registration statement and with the reasonable instructions and directions of the Trust's Board of Trustees and the Adviser Adviser, and will conform to and comply with the requirements of the 1940 Act and all other applicable federal and state laws and regulations; (d) The Sub-Adviser shall determine the securities to be purchased or sold by each Fund the Funds and as agent for the Trust will effect place portfolio transactions pursuant to its determinations either directly with the issuer or with any broker and/or dealer in such securities, subject to Section 3 paragraph heading: Execution of Purchase and Sale Orders below; (e) The Sub-Adviser shall maintain books and records with respect to the securities transactions of each Fund the Funds and shall render to the Adviser and the Trust's Board of Trustees such periodic and special reports as the Adviser or the Board may reasonably request; and; (f) The Sub-Adviser shall provide the Trust's ’s custodian and fund accountant on each business day with information about the Funds’ securities transactions, and with such other information relating to the Trust as may be required under the terms of the then-current custody agreement between the Trust and the custodian; (g) The Sub-Adviser shall respond promptly to any request from the Adviser or the Funds’ fund accountant for assistance in obtaining price sources for securities held by a Fund or determining a price when a price source is not available, and promptly review the prices used by the Funds’ accountant to determine net asset value and advise the Funds’ accountant promptly if any price appears to be incorrect. The final price of any security will be determined in accordance with the Trust’s fair value procedures; (h) The Sub-Adviser shall be responsible for: (i) directing how a Fund should vote proxies solicited by issuers of securities beneficially owned by a Fund, and (ii) making any elections relative to any mergers, acquisitions, tender offers, bankruptcy proceedings or other type events pertaining to the securities held by a Fund; (i) The Sub-Adviser represents that it has adopted a written code of ethics complying with the requirements of rule 17j-1 under the 1940 Act and will provide the Adviser and the Trust with a copy of the code and evidence of its adoption. Within 45 days of the last calendar quarter of each year while this agreement is in effect, the Sub-Adviser shall provide to the board a written report that describes any issues arising under the code of ethics since the last report to the board, including, but not limited to, information about material violations of the code and sanctions imposed in response to the material violations; and which certifies that the sub-adviser has adopted procedures reasonably necessary to prevent access persons (as that term is defined in rule 17j-l) from violating the code; (j) The Sub-Adviser agrees to maintain adequate compliance procedures to ensure its compliance with the 1940 Act, the Advisers Act, and other applicable federal and state regulations. The Sub-Adviser shall provide to the Trust’s chief compliance officer an annual written report regarding the sub-adviser’s compliance program. (k) The Adviser has delivered to the Sub-Adviser copies of (i) the Trust Instrument and Bylaws, (ii) the Trust’s Registration Statement (for the Funds) and all amendments thereto filed with the SEC pursuant to the Securities Act of 1933, as amended (the “Securities Act”), or the 1940 Act, and (iii) all procedures adopted by the Trust regarding a Fund, and shall promptly furnish the Sub-Adviser with all amendments of or supplements to the foregoing. The Trust shall deliver to the Sub-Adviser (a) a certified copy of the resolution of the Board appointing the Sub-Adviser and authorizing the execution and delivery of this Agreement, (b) a copy of all proxy statements and related materials relating to a Fund, and (c) any other documents, materials, or information that the Sub-Adviser shall reasonably request to enable it to perform its duties pursuant to this Agreement. The Adviser shall furnish to the Sub-Adviser a copy of each amendment of or supplement to the foregoing promptly after the adoption of each amendment or supplement. (l) The Sub-Adviser has delivered to the Adviser and the Trust (i) a copy of its Form ADV as most recently filed with the SEC. The Sub-Adviser shall promptly furnish the Adviser and Trust with all amendments of or supplements to the foregoing at least annually.

Sub-Adviser's Duties. Subject to the general supervision of the Trust's Board of Trustees (the "Board") and the Adviser, the Sub-Adviser shall, employing its discretion, manage the investment operations of each the Fund and the composition of the portfolio of securities and investments (including cash) belonging to each the Fund, including the purchase, retention and disposition thereof and the execution of agreements relating thereto, in accordance with the Fund's investment objective, policies and restrictions as stated in the TrustFund's then-current Prospectus and Statement of Additional Information (together, the "Prospectus") and subject to the following understandings: (a) The Sub-Adviser shall furnish a continuous investment program for each the Fund and determine from time to time what investments or of securities will be purchased, retained or sold by each the Fund and what portion of the assets belonging to each the Fund will be invested or held uninvested as cash; (b) The Sub-Adviser shall use its best judgment in the performance of its duties under this Agreement; (c) The Sub-Adviser, in the performance of its duties and obligations under this AgreementAgreement for the Fund, shall act in conformity with the Trust's Declaration of Trust, its By-Laws and its the Fund's Prospectus and with the reasonable instructions and directions of the Trust's Board of Trustees and the Adviser Adviser, and will conform to and comply with the requirements of the 1940 Act and all other applicable federal and state laws and regulations; (d) The Sub-Adviser shall determine the securities to be purchased or sold by each the Fund and as agent for the Trust will effect place portfolio transactions pursuant to its determinations either directly with the issuer or with any broker and/or dealer in such securities, subject to Section 3 below; (e) The Sub-Adviser shall maintain books and records with respect to the securities transactions of each the Fund and shall render to the Adviser and the Trust's Board of Trustees such periodic and special reports as the Adviser or the Board may reasonably request; and; (f) The Sub-Adviser shall provide the Trust's custodian and fund accountant on each business day with information about Fund securities transactions, and with such other information relating to the Trust as may be required under the terms of the then-current custody agreement between the Trust and the custodian; (g) The Sub-Adviser shall respond immediately to any request from the Adviser or the Fund's fund accountant for assistance in obtaining price sources for securities held by the Fund or determining a price when a price source is not available, and shall periodically review the prices used by the fund accountant to determine net asset value and advise the fund accountant promptly if any price appears to be incorrect; (h) The Sub-Adviser shall vote all proxies solicited by or with respect to the issuers of securities in which assets of the Fund may be invested from time to time. Such proxies will be voted in a manner that the Sub-Adviser deems, in good faith, to be in the best interests of the Fund and in accordance with the Sub-Adviser's proxy voting policy. The Sub-Adviser shall provided a copy of its proxy voting policy, and any amendments thereto, to the Adviser prior to the execution of this Agreement; (i) The Sub-Adviser hereby represents that it has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and will provide the Adviser and the Trust with a copy of the code and evidence of its adoption. Within 45 days of the last calendar quarter of each year while this Agreement is in effect, the Sub-Adviser shall provide to the Board a written report that describes any issues arising under the code of ethics since the last report to the Board, including, but not limited to, information about material violations of the code and sanctions imposed in response to the material violations; and which certifies that the Sub-Adviser has adopted procedures reasonably necessary to prevent access persons (as that term is defined in Rule 17j-1) from violating the code; (j) The Sub-Adviser agrees to maintain adequate compliance procedures to ensure its compliance with the 1940 Act, the Investment Advisers Act of 1940, as amended, and other applicable federal and state regulations. The Sub-Adviser shall provide to the Trust's Chief Compliance Officer an annual written report regarding the Sub-Adviser's compliance program.

Sub-Adviser's Duties. Subject to the general supervision of the Trust's Board of Trustees (the "BoardBoard ") and the Adviser, the Sub-Adviser shall, employing its discretion, manage the investment operations of each Fund and the composition for that portion of the portfolio of securities and investments Fund's assets that are assigned to the Sub-Adviser by the Adviser (including cash) belonging to each Fundthe "Sub-Advised Assets"), including the purchase, retention and disposition thereof and the execution of agreements relating thereto, in accordance with the Fund's Funds' investment objectiveobjectives, policies and restrictions as stated in the Trust's then-current Funds' most recent Prospectus and Statement of Additional Information that have been provided to Sub-Adviser by Adviser (together, the "Prospectus") and subject to the following understandings: (a) The Sub-Adviser shall furnish a continuous investment program for each Fund the Sub-Advised Assets and determine from time to time time, with respect to the Sub-Advised Assets, what investments or securities will be purchased, retained or sold by each Fund the Funds and what portion of the assets belonging to each Fund Sub-Advised Assets will be invested or held uninvested as cash; (b) The Sub-Adviser shall use its best judgment in the performance of its duties under this Agreement; (c) The Sub-Adviser, in the performance of its duties and obligations under this AgreementAgreement for the Funds, shall act in conformity with the most recent version of the Trust's Declaration of Trust, its By-Laws and its the Funds' Prospectus that have been provided to it by the Adviser and with the reasonable instructions and directions of the Trust's Board of Trustees and the Adviser Adviser, and will conform to and comply with the requirements of the 1940 Act and all other applicable federal and state laws and regulations; (d) The Sub-Adviser shall determine the securities to be purchased or sold by each Fund and as agent for the Trust will effect place portfolio transactions pursuant to its determinations either directly with the issuer or with any broker and/or dealer in such securities, subject to Section 3 below; (e) The Sub-Adviser shall maintain books and records with respect to the securities transactions of each Fund the Sub-Advised Assets and shall render to the Adviser and the Trust's Board of Trustees such periodic and special reports as the Adviser or the Board may reasonably request; and; (f) The Sub-Adviser shall provide the Trust's custodian and fund accountant on each business day with information about Fund securities transactions for which it is responsible, and with such other information relating to the Trust as may be required under the terms of the thenthen­ cm-current rent custody agreement between the Trust and the custodian.; (g) With respect to the Sub-Advised Assets, the Sub-Adviser shall respond as quickly as reasonably possible to any request from the Adviser or the Funds' fund accountant for assistance in obtaining price sources for securities held by the Funds or determining a price when a price source is not available, and shall periodically review the prices used by the fund accountant to determine net asset value and advise the fund accountant promptly if any price appears to be incorrect; (h) With respect to the Sub-Advised Assets, the Sub-Adviser shall vote all proxies solicited by or with respect to the issuers of securities in which assets of the Funds may be invested from time to time. Such proxies will be voted in a manner that the Sub-Adviser deems, in good faith, to be in the best interests of the Funds and in accordance with the Sub-Adviser's proxy voting policy. The Sub-Adviser shall provided a copy of its proxy voting policy, and any amendments thereto, to the Adviser prior to the execution of this Agreement; (i) The Sub-Adviser hereby represents that it has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and will provide the Adviser and the Trust with a copy of the code and evidence of its adoption. Within 45 days of the last calendar quat1er of each year while this Agreement is in effect, the Sub-Adviser shall provide to the Board a written report that describes any issues arising under the code of ethics since the last report to the Board, including, but not limited to, information about material violations of the code and sanctions imposed in response to the material violations; and which certifies that the Sub-Adviser has adopted procedures reasonably necessary to prevent access persons (as that tem1 is defined in Rule 17j-1) from violating the code;

Sub-Adviser's Duties. Subject to the general supervision of -------------------- the Trust's Board of Trustees (the "Board") and the Adviser, the Sub-Adviser shall, employing its discretion, manage the investment operations of each the Fund and the composition of the portfolio of securities and investments (including cash) belonging to each the Fund, including the purchase, retention and disposition thereof and the execution of agreements relating thereto, in accordance with the Fund's investment objective, policies and restrictions as stated in the TrustFund's then-current Prospectus and Statement of Additional Information (together, the "Prospectus") and subject to the following understandings: (a) The Sub-Adviser shall furnish a continuous investment program for each the Fund and determine from time to time what investments or securities will be purchased, retained or sold by each the Fund and what portion of the assets belonging to each the Fund will be invested or held uninvested as cash; (b) The Sub-Adviser shall use its best judgment in the performance of its duties under this Agreement; (c) The Sub-Adviser, in the performance of its duties and obligations under this AgreementAgreement for the Fund, shall act in conformity with the Trust's Declaration of Trust, its By-Laws and its the Fund's Prospectus and with the instructions and directions of the Trust's Board of Trustees and the Adviser and will conform to and comply with the requirements of the 1940 Act and all other applicable federal and state laws and regulations; (d) The Sub-Adviser shall determine the securities to be purchased or sold by each the Fund and as agent for the Trust will effect portfolio transactions pursuant to its determinations either directly with the issuer or with any broker and/or dealer in such securities, subject to Section 3 below; (e) The Sub-Adviser shall maintain books and records with respect to the securities transactions of each the Fund and shall render to the Adviser and the Trust's Board of Trustees such periodic and special reports as the Adviser or the Board may request; and (f) The Sub-Adviser shall provide the Trust's custodian with such information relating to the Trust as may be required under the terms of the then-current custody agreement between the Trust and the custodian.

Sub-Adviser's Duties. Subject to the general supervision and oversight of the Trust's Board of Trustees (the "Board") and the Adviser, the Sub-Adviser shall, employing its discretion, manage the investment operations of each Fund the Subadvised Assets and the composition of all of the portfolio of securities and investments (including cash) belonging to each the Fund, including the purchase, retention and disposition thereof and the execution of agreements relating thereto, thereto in accordance with the Fund's ’s investment objective, policies and restrictions as stated in the Trust's Fund’s then-current Prospectus and Statement of Additional Information (together, the "Prospectus") “Registration Statement”), and subject to the following understandings: (a) The Sub-Adviser shall furnish formulate and implement a continuous investment program for each Fund the Subadvised Assets and determine from time to time what investments or securities will be purchased, retained or sold by each the Fund and what portion of the assets belonging to each Fund the Fund, if any, will be invested or held uninvested as cash; (b) The Sub-Adviser shall use its best judgment in the performance of its duties under this Agreement; (c) The Sub-Adviser, in the performance of its duties and obligations under this AgreementAgreement for the Fund, shall act in conformity with (i) the Investment Strategy; (ii) the Trust's Declaration declaration of Trusttrust and by-laws, its Byas may be amended or supplemented from time to time; (iii) the Fund’s investment objective, policies and restrictions as stated in the Fund's then-Laws current Registration Statement; (iv) any written instructions or policies which the Board, the Adviser or the Trust Chief Comliance Officer may deliver to the Sub-Adviser from time to time and its Prospectus the policies and with procedures adopted by the instructions and directions Trust pursuant to Rule 38a-1 of the Trust's Board of Trustees 1940 Act that are applicable to the Fund (together, the “Policies”); and the Adviser and will conform to and comply with (v) , the requirements of the 1940 Act Act, the Advisers Act, the Commodity Exchange Act, as amended (“CEA”), and all other applicable federal and state laws and regulations; (d) The Sub-Adviser shall determine the securities and other investments to be purchased or sold by each the Fund and as agent for the Trust will effect place portfolio transactions pursuant to its determinations either directly with the issuer or with any broker and/or dealer in such securitiessecurities and other investments, subject to Section 3 below6; (e) The Sub-Adviser shall maintain books and records with respect to the securities transactions of each Fund and shall render to the Adviser and the Trust's Board a quarterly report, in advance of Trustees the regular meetings of the Board, of its activities under this Agreement, in such periodic form and special reports detail as the Adviser or the Board may reasonably request; and, and shall make an investment officer available to attend such meetings of the Board as the Adviser or the Board may reasonably request; (f) The Sub-Adviser shall provide the Trust's custodian ’s custodian, administrator and fund accounting agent on each business day with information about the Subadvised Assets’ securities transactions, and with such other information relating to the Trust Subadvised Assets as may be required under the terms of the then-current custody agreement between the Trust and the custodian, and other information reasonably requested by the custodian or administrator to enable the custodian or administrator to perform its custodial, administrative, and recordkeeping responsibilities with respect to the Fund; (g) The Sub-Adviser shall respond promptly to any request from the Adviser or the Fund’s fund accountant for assistance in obtaining price sources for investments held by the Subadvised Assets or determining a price when a price source is not available, and promptly review the prices used by the Fund’s accountant to determine net asset value and advise the Fund’s accountant promptly if any price appears to be incorrect; (h) The Sub-Adviser (i) shall be required to vote all proxies, with respect to the Subadvised Assets, in accordance with the Sub-Adviser’s proxy policies and procedures, provided that the Adviser reserves the right to vote said proxies upon providing a written instruction to the Sub-Adviser; (ii) shall make all proxy votes available to the Adviser upon the Adviser’s request; and (iii) will establish a process for the timely distribution of the Sub-Adviser’s voting record with respect to the Fund’s securities and other information necessary for the Fund to complete information required by applicable regulatory filings; (i) The Sub-Adviser hereby represents that it has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and will provide the Adviser and the Trust with a copy of the code and evidence of its adoption. Within 45 days of the last calendar quarter of each year while this Agreement is in effect, the Sub-Adviser shall provide to the Board a written report that describes any issues arising under the code of ethics since the last report to the Board, including, but not limited to, information about material violations of the code and sanctions imposed in response to the material violations, and which certifies that the Sub-Adviser has adopted procedures reasonably necessary to prevent access persons (as that term is defined in Rule 17j-1) from violating the code; (j) The Sub-Adviser agrees to maintain adequate compliance procedures to ensure its compliance with the 1940 Act, the Advisers Act and other applicable federal and state regulations. The Sub-Adviser shall provide to the Trust’s chief compliance officer an annual written report regarding the Sub-Adviser’s compliance program consistent with its obligations under the Advisers Act; (k) The Sub-Adviser shall be responsible for daily monitoring of the investment activities and portfolio holdings of the Subadvised Assets to ensure compliance with the Investment Strategy, Registration Statement, Policies and applicable law. Sub-Adviser shall advise the Adviser promptly in the event it becomes aware of any non-compliance with any of the above with respect to the Fund; (l) The Sub-Adviser agrees to monitor investments held by the Subadvised Assets for “significant events” that occur when the market is closed that may affect the value of such investments, Sub-Adviser shall promptly notify the Adviser and Trust Chief Compliance Officer of such event. Sub-Adviser shall provide reasonable assistance to the Fund’s administrator and other applicable parties designated by the administrator in determining the fair value of such assets subject to a “significant event” or any assets held in the Subadvised Assets for which market quotations are not readily available or for which the Adviser, the administrator and the Board have otherwise determined to fair value; (m) Upon the Adviser’s request, the Sub-Adviser shall review and comment on selected portions relating to Sub-Adviser and/or the Investment Strategy of the Registration Statement, other offering documents and marketing materials prepared by the Adviser (or its affiliates) for the Fund. Sub-Adviser shall promptly notify the Adviser if any information in the Registration Statement or other materials that it has reviewed is (or will become) inaccurate or incomplete; (n) The Sub-Adviser shall not act for, represent, or purport to bind the Trust, the Fund, or the Adviser in any legal or administrative proceeding involving the Fund or any such proceedings involving any security or investment currently or formerly held by the Fund, including, without limitation class action lawsuits, regulatory or governmental victim funds, and bankruptcy proceedings. The Sub-Adviser does, however, agree that it will promptly notify the Adviser of any legal matters affecting the Fund or any security or investment currently or formerly held in the Fund, that Sub-Adviser reasonably believes the Fund and the Adviser should consider pursuing (“Legal Matters”). Sub-Adviser agrees to cooperate with the Adviser to provide reasonable assistance regarding any Legal Matters, including providing factual information in its possession regarding such Legal Matters as the Fund and/or the Adviser may reasonably request. (o) Upon the Adviser’s request, the Sub-Adviser shall provide such information and assistance as may be required to enable the Advier to fulfill its obligations under the Trust’s Liquidity Risk Management Program includiung, but not limited to, review of all liquidity determinations regarding the Subadvised Assets.

Sub-Adviser's Duties. 3.1 Subject to the general supervision of the Trust's Board of Trustees (the "Board") and the Adviser, the Sub-Adviser shall, employing its discretion, manage the investment operations of each the Fund and the composition of the portfolio of securities and investments (including cash) belonging to each the Fund, including the purchase, retention and disposition thereof and the execution of agreements relating thereto, in accordance with the Fund's ’s investment objective, policies and restrictions as stated in the Trust's Fund’s then-current Prospectus and Statement of Additional Information (together, the "“Prospectus"”) and subject to the following understandings: (a) The Sub-Adviser shall furnish a continuous investment program for each the Fund and determine from time to time what investments or securities will be purchased, retained or sold by each the Fund and what portion of the assets belonging to each the Fund will be invested or held uninvested as cash; (b) The Sub-Adviser shall determine the portion of assets to be allocated to Commodities Trading Adviser for investment in financial and commodity futures contracts, commodity options and other commodity interests; (c) The Sub-Adviser shall use its best judgment in the performance of its duties under this Agreementagreement; (cd) The Sub-Adviser, in the performance of its duties and obligations under this Agreementagreement for the Fund, shall act in conformity with the Trust's Declaration ’s declaration of Trusttrust, its Byby-Laws laws and its Prospectus the Fund’s prospectus and with the reasonable instructions and directions of the Trust's Board of Trustees and the Adviser Adviser, and will conform to and comply with the requirements of the 1940 Act and all other applicable federal and state laws and regulations; (de) The Sub-Adviser shall determine the securities to be purchased or sold by each the Fund and as agent for the Trust will effect place portfolio transactions pursuant to its determinations either directly with the issuer or with any broker and/or dealer in such securities, subject to Section 3 7 Execution of Purchase and Sale Orders below; (ef) The Sub-Adviser shall maintain books and records with respect to the securities transactions of each the Fund and shall render to the Adviser and the Trust's Board of Trustees such periodic and special reports as the Adviser or the Board may reasonably request; and; (fg) The Sub-Adviser shall provide the Trust's ’s custodian and fund accountant on each business day with information about the Fund’s securities transactions, and with such other information relating to the Trust as may be required under the terms of the then-current custody agreement between the Trust and the custodian; (h) The Sub-Adviser shall respond promptly to any request from the Adviser or the Fund’s fund accountant for assistance in obtaining price sources for securities held by the Fund or determining a price when a price source is not available, and promptly review the prices used by the Fund’s accountant to determine net asset value and advise the Fund’s accountant promptly if any price appears to be incorrect; (i) The Sub-Adviser hereby represents that it has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and will provide the Adviser and the Trust with a copy of the code and evidence of its adoption. Within 45 days of the last calendar quarter of each year while this agreement is in effect, the Sub-Adviser shall provide to the Board a written report that describes any issues arising under the code of ethics since the last report to the Board, including, but not limited to, information about material violations of the code and sanctions imposed in response to the material violations; and which certifies that the Sub-Adviser has adopted procedures reasonably necessary to prevent access persons (as that term is defined in Rule 17j-1) from violating the code; (j) The Sub-Adviser agrees to maintain adequate compliance procedures to ensure its compliance with the 1940 Act, the Investment Advisers Act of 1940, as amended, and other applicable federal and state regulations. The Sub-Adviser shall provide to the trust’s chief compliance officer an annual written report regarding the Sub-Adviser’s compliance program. (k) Upon the Adviser’s request, the Sub-Adviser shall provide such information and assistance as may be required to enable the Adviser to fulfill its obligations under the Trust’s Liquidity Risk Management Program including, but not limited to, review of all liquidity determinations.

Sub-Adviser's Duties. Subject to the general supervision of the Trust's ’s Board of Trustees (the "“Board"”) and the Adviser, the Sub-Adviser shall, employing its discretion, manage the investment operations of each Fund the Funds and the composition of the portfolio of securities and investments (including cash) belonging to each Fundthe Funds, including the purchase, retention and disposition thereof and the execution of agreements relating thereto, in accordance with the each Fund's ’s investment objective, policies and restrictions as stated in the Trust's each Fund’s then-current Prospectus and Statement of Additional Information (together, the "“Prospectus"”) and subject to the following understandings: (a) : The Sub-Adviser shall furnish a continuous investment program for each Fund the Funds and determine from time to time what investments or securities will be purchased, retained or sold by each Fund the Funds and what portion of the assets belonging to each Fund the Funds will be invested or held uninvested as cash; (b) ; The Sub-Adviser shall use its best judgment in the performance of its duties under this Agreement; (c) ; The Sub-Adviser, in the performance of its duties and obligations under this AgreementAgreement for the Funds, shall act in conformity with the Trust's Declaration ’s declaration of Trusttrust, its Byby-Laws laws and its Prospectus each Fund’s prospectus and with the reasonable instructions and directions of the Trust's ’s Board of Trustees and the Adviser Adviser, and will conform to and comply with the requirements of the 1940 Act and all other applicable federal and state laws and regulations; (d) ; The Sub-Adviser shall determine the securities to be purchased or sold by each Fund the Funds and as agent for the Trust will effect place portfolio transactions pursuant to its determinations either directly with the issuer or with any broker and/or dealer in such securities, subject to Section section 3 below; (e) ; The Sub-Adviser shall maintain books and records with respect to the securities transactions of each Fund the Funds and shall render to the Adviser and the Trust's ’s Board of Trustees such periodic and special reports as the Adviser or the Board may reasonably request; and (f) The Sub-Adviser shall provide the Trust's ’s custodian and fund accountant on each business day with information about the Funds’ securities transactions, and with such other information relating to the Trust as may be required under the terms of the then-current custody agreement between the Trust and the custodian; The Sub-Adviser shall respond immediately to any request from the Adviser or the Funds’ fund accountant for assistance in obtaining price sources for securities held by the Fund or determining a price when a price source is not available, and shall periodically review the prices used by the Funds’ accountant to determine net asset value and advise the Funds’ accountant promptly if any price appears to be incorrect; The Sub-Adviser shall vote all proxies solicited by or with respect to the issuers of securities in which assets of the Funds may be invested from time to time. Such proxies will be voted in a manner that the Sub-Adviser deems, in good faith, to be in the best interests of the Funds and in accordance with the Sub-Adviser’s proxy voting policy. The Sub-Adviser shall provide a copy of its proxy voting policy, and any amendments thereto, to the Adviser prior to the execution of this Agreement; The Sub-Adviser hereby represents that it has adopted a written code of ethics complying with the requirements of rule 17j-1 under the 1940 Act and will provide the Adviser and the Trust with a copy of the code and evidence of its adoption. Within 45 days of the last calendar quarter of each year while this Agreement is in effect, the Sub-Adviser shall provide to the Board a written report that describes any issues arising under the code of ethics since the last report to the Board, including, but not limited to, information about material violations of the code and sanctions imposed in response to the material violations; and which certifies that the Sub-Adviser has adopted procedures reasonably necessary to prevent access persons (as that term is defined in rule 17j-1) from violating the code; The Sub-Adviser agrees to maintain adequate compliance procedures to ensure its compliance with the 1940 Act, the Investment Advisers Act of 1940, as amended, and other applicable federal and state regulations. The Sub-Adviser shall provide to the trust’s chief compliance officer an annual written report regarding the Sub-Adviser’s compliance program.

Sub-Adviser's Duties. Subject to the general supervision of the Trust's Board of Trustees (the "Board") and the Adviser, the Sub-Adviser shall, employing its discretion, manage the investment operations of each the Fund and the composition of the portfolio of securities and investments (including cash) belonging to each the Fund, including the purchase, retention and disposition thereof and the execution of agreements relating thereto, in accordance with the Fund's ’s investment objective, policies and restrictions as stated in the TrustFund's then-current Prospectus and Statement of Additional Information (together, the "Prospectus") and subject to the following understandings: (a) The Sub-Adviser shall furnish a continuous investment program for each the Fund and determine from time to time what investments or securities will be purchased, retained or sold by each the Fund and what portion of the assets belonging to each the Fund will be invested or held uninvested as cash; (b) The Sub-Adviser shall use its best judgment in the performance of its duties under this Agreementagreement; (c) The Sub-Adviser, in the performance of its duties and obligations under this Agreementagreement for the Fund, shall act in conformity with the Trust's Declaration declaration of Trusttrust, its Byby-Laws laws and its Prospectus the Fund's prospectus and with the reasonable instructions and directions of the Trust's Board of Trustees and the Adviser Adviser, and will conform to and comply with the requirements of the 1940 Act and all other applicable federal and state laws and regulations; (d) The Sub-Adviser shall determine the securities to be purchased or sold by each the Fund and as agent for the Trust will effect place portfolio transactions pursuant to its determinations either directly with the issuer or with any broker and/or dealer in such securities, subject to Section 3 paragraph heading: Execution of Purchase and Sale Orders below; (e) The Sub-Adviser shall maintain books and records with respect to the securities transactions of each the Fund and shall render to the Adviser adviser and the Trust's Board of Trustees such periodic and special reports as the Adviser or the Board board may reasonably request; and; (f) The Sub-Adviser shall provide the Trust's custodian and fund accountant on each business day with information about the Funds’ securities transactions, and with such other information relating to the Trust as may be required under the terms of the then-current custody agreement between the Trust and the custodian; (g) The Sub-Adviser shall respond promptly to any request from the Adviser or the Funds’ fund accountant for assistance in obtaining price sources for securities held by the Fund or determining a price when a price source is not available, and promptly review the prices used by the Funds’ accountant to determine net asset value and advise the Fund’s accountant promptly if any price appears to be incorrect; (h) The Sub-Adviser shall be responsible for: (1) directing the manner in which proxies solicited by issuers of securities beneficially owned by the Fund shall be voted, and (2) making any elections relative to any mergers, acquisitions, tender offers, bankruptcy proceedings or other type events pertaining to the securities held by the Fund; (i) The Sub-Adviser hereby represents that it has adopted a written code of ethics complying with the requirements of rule 17j-1 under the 1940 Act and will provide the Adviser and the Trust with a copy of the code and evidence of its adoption. Within 45 days of the last calendar quarter of each year while this agreement is in effect, the Sub-Adviser shall provide to the board a written report that describes any issues arising under the code of ethics since the last report to the board, including, but not limited to, information about material violations of the code and sanctions imposed in response to the material violations; and which certifies that the sub-adviser has adopted procedures reasonably necessary to prevent access persons (as that term is defined in rule 17j-1) from violating the code; (j) The Sub-Adviser agrees to maintain adequate compliance procedures to ensure its compliance with the 1940 Act, the Investment Advisers Act of 1940, as amended, and other applicable federal and state regulations. The Sub-Adviser shall provide to the trust's chief compliance officer an annual written report regarding the sub- adviser's compliance program.

Sub-Adviser's Duties. Subject to the general supervision of the TrustFund's Board of Trustees (the "Board") and the AdviserManager, the Sub-Adviser shall, employing will provide a continuous investment program for each Series' portfolio and determine in its discretion, manage the investment operations of each Fund and discretion the composition of the portfolio assets of securities and investments (including cash) belonging to each FundSeries' portfolio, including determination of the purchase, retention retention, or sale of the securities, cash, and disposition thereof other investments contained in the portfolio. The Sub-Adviser will provide investment research and conduct a continuous program of evaluation, investment, sales, and reinvestment of each Series' assets by determining the execution securities and other investments that shall be purchased, entered into, sold, closed, or exchanged for the Series; when these transactions should be executed; and what portion of agreements relating theretothe assets of the Series should be held in the various securities and other investments in which it may invest. To the extent permitted by the investment policies of each Series, the Sub-Adviser shall make decisions for the Series as to foreign currency matters and make determinations as to and execute and perform foreign currency exchange contracts on behalf of the Series. The Sub-Adviser will provide the services under this Agreement in accordance with the Fund's each Series' investment objectiveobjective or objectives, policies policies, and restrictions as stated in the TrustFund's then-current Prospectus Registration Statement filed with the U.S. Securities and Statement Exchange Commission ("SEC"), as amended, copies of Additional Information (together, the "Prospectus") and subject which shall be sent to the Sub-Adviser by the Manager prior to the commencement of this Agreement and promptly following understandingsany such amendment. The Sub-Adviser further agrees as follows: (a) The services of the Sub-Adviser shall furnish a continuous investment program for each to the Fund under this Agreement are to be deemed exclusive inasmuch as the Sub-Adviser (including all officers, directors, employees, owners, principals, successors, parents, subsidiaries, and determine from time to time what investments or securities will be purchased, retained or sold by each Fund and what portion affiliates of the assets belonging Sub-Adviser) agrees that it shall not directly or indirectly perform advisory duties as herein specified in this Section 2 and its subparts for any person or entity registered under the 1940 Act other than the Fund during the term of this Agreement without the prior express written consent of the Fund. Such written consent shall not be unreasonably withheld if the Fund's Board of Trustees determines in its discretion that the Sub-Adviser seeks to each Fund will be invested or held uninvested as cash;provide advisory services to another registered investment company that neither has nor proposes to have investment objectives and policies similar to those of any of the Series. (b) The Sub-Adviser shall use its best judgment in the performance of its duties under this Agreement; (c) The Sub-Adviser, in the performance of its duties and obligations under this Agreement, shall act in conformity with the Trust's Declaration of Trust, its By-Laws and its Prospectus and with the instructions and directions of the Trust's Board of Trustees and the Adviser and will conform to and comply with the requirements of the 1940 Act and all rules and regulations thereunder, all other applicable federal and state laws and regulations;, with any applicable procedures adopted by the Fund's Board of Trustees of which the Sub-Adviser has been sent a copy, and the provisions of the Registration Statement of the Fund filed under the Securities Act of 1933, as amended (the "1933 Act"), and the 1940 Act, as supplemented or amended, of which the Sub-Adviser has received a copy, and with the Manager's portfolio manager operating policies and procedures as in effect on the date hereof, as such policies and procedures may be revised or amended by the Manager and agreed to by the Sub-Adviser. In carrying out its duties under the Sub-Advisory Agreement, the Sub-Adviser will comply with the following policies and procedures: (i) The Sub-Adviser will manage each Series so that it meets the income and asset diversification requirements of Section 851 of the Internal Revenue Code. (ii) The Sub-Adviser will vote all proxies solicited by or with respect to the issuers of securities which assets of the Series are invested consistent with any procedures or guidelines promulgated by the Board or the Manager or, if none, in the discretion of the Sub- Adviser based upon the best interests of the Series. The Sub-Adviser will maintain appropriate records detailing its voting of proxies on behalf of the Fund and will provide to the Fund at least quarterly a report setting forth the proposals voted on and how the Series' shares were voted since the prior report, including the name of the corresponding issuers. (iii) In connection with the purchase and sale of securities for each Series, the Sub-Adviser will arrange for the transmission to the custodian and portfolio accounting agent for the Series on a daily basis such confirmation, trade tickets, and other documents and information, including, but not limited to, Cusip, Cedel, or other numbers that identify securities to be purchased or sold on behalf of the Series, as may be reasonably necessary to enable the custodian and portfolio accounting agent to perform its administrative and recordkeeping responsibilities with respect to the Series. With respect to portfolio securities to be settled through the Depository Trust Company, the Sub-Adviser will arrange for the prompt transmission of the confirmation of such trades to the Fund's custodian and portfolio accounting agent. (iv) The Sub-Adviser will assist the custodian and portfolio accounting agent for the Fund in determining or confirming, consistent with the procedures and policies stated in the Registration Statement for the Fund or adopted by the Board of Trustees, the value of any portfolio securities or other assets of the Series for which the custodian and portfolio accounting agent seeks assistance from or identifies for review by the Sub-Adviser. The parties acknowledge that the Sub-Adviser is not a custodian of the Series' assets and will not take possession or custody of such assets. (v) The Sub-Adviser will provide the Manager, no later than the 20th day following the end of each of the first three fiscal quarters of each Series and the 45th day following the end of each Series' fiscal year, a letter to shareholders (to be subject to review and editing by the Manager) containing a discussion of those factors referred to in Item 5(a) of Form N-1A, promulgated pursuant to the 1933 and 1940 Acts, in respect of both the prior quarter and the fiscal year to date. (vi) The Sub-Adviser will complete and deliver to the Manager a written compliance checklist in a form provided by the Manager for each month by the 10th day of the following month. (vii) The parties agree that in the event that the Manager or an affiliated person of the Manager sends sales literature or other promotional material to the Sub-Adviser for its approval and the Sub-Adviser has not commented within 10 days, the Manager and its affiliated persons may use and distribute such sales literature or other promotional material. (c) The Sub-Adviser will make available to the Fund and the Manager, promptly upon request, any of the Series' investment records and ledgers maintained by the Sub-Adviser (which shall not include the records and ledgers maintained by the custodian or portfolio accounting agent for the Fund) as are necessary to assist the Fund and the Manager to comply with requirements of the 1940 Act and the Investment Advisers Act of 1940, as amended (the "Advisers Act"), as well as other applicable laws. The Sub-Adviser will furnish to regulatory authorities having the requisite authority any information or reports in connection with such services in respect to the Series which may be requested in order to ascertain whether the operations of the Fund are being conducted in a manner consistent with applicable laws and regulations. (d) The Sub-Adviser shall determine the securities to be purchased or sold by each Fund and as agent for the Trust will effect portfolio transactions pursuant to its determinations either directly with the issuer or with any broker and/or dealer in such securities, subject to Section 3 below; (e) The Sub-Adviser shall maintain books and records with respect provide reports to the securities transactions of each Fund and shall render to the Adviser and the TrustFund's Board of Trustees for consideration at meetings of the Board on the investment program for each Series and the issuers and securities represented in each Series' portfolio, and will furnish the Fund's Board of Trustees with respect to each Series such periodic and special reports as the Adviser or the Board may request; and (f) The Sub-Adviser shall provide the Trust's custodian with such information relating to the Trust as may be required under the terms of the then-current custody agreement between the Trust Trustees and the custodianManager may reasonably request.

Sub-Adviser's Duties. Subject to the general supervision of the TrustFund's Board of Trustees (the "Board") and the AdviserManager, the Sub-Adviser shall, employing will provide a continuous investment program for each Series' portfolio and determine in its discretion, manage the investment operations of each Fund and discretion the composition of the portfolio assets of securities and investments (including cash) belonging to each FundSeries' portfolio, including determination of the purchase, retention retention, or sale of the securities, cash, and disposition thereof other investments contained in the portfolio. The Sub-Adviser will provide investment research and conduct a continuous program of evaluation, investment, sales, and reinvestment of each Series' assets by determining the execution securities and other investments that shall be purchased, entered into, sold, closed, or exchanged for the Series; when these transactions should be executed; and what portion of agreements relating theretothe assets of the Series should be held in the various securities and other investments in which it may invest. To the extent permitted by the investment policies of each Series, the Sub-Adviser shall make decisions for the Series as to foreign currency matters and make determinations as to and execute and perform foreign currency exchange contracts on behalf of the Series. The Sub-Adviser will provide the services under this Agreement in accordance with the Fund's each Series' investment objectiveobjective or objectives, policies policies, and restrictions as stated in the TrustFund's then-current Prospectus Registration Statement filed with the U.S. Securities and Statement Exchange Commission ("SEC"), as amended, copies of Additional Information (together, the "Prospectus") and subject which shall be sent to the Sub-Adviser by the Manager prior to the commencement of this Agreement and promptly following understandingsany such amendment. The Sub-Adviser further agrees as follows: (a) The For a period of one-year after the effective date of the Registration Statement filed with the SEC pertaining to each Series of the Fund (the "Non-Compete Period"), the Sub-Adviser shall furnish a continuous will not act as an investment program for each adviser or investment sub-adviser to any "investment company," as that term is currently defined in the 1940 Act, that is organized in any jurisdiction in the United States and is registered with the SEC pursuant to Section 8 of the 1940 Act that has investment objectives, investment policies and investment restrictions substantially similar to those of the Series of the Fund and determine to which this Agreement relates as reflected in the Fund's effective Registration Statement. Exempted from time to time what investments or securities this restriction will be purchasedany non mutual fund sales, retained multi-manager mutual funds, proprietary mutual funds, separate accounts or sold by each Fund and what portion variable annuity mutual funds. The parties agree that any change in control of the assets belonging Manager or any termination of this Agreement prior to each Fund the end of the Non-Compete Period will be invested terminate any prohibition on the Sub-Adviser's ability to act as an investment adviser or held uninvested investment sub-adviser as cash;described above. (b) The Sub-Adviser shall use its best judgment in the performance of its duties under this Agreement; (c) The Sub-Adviser, in the performance of its duties and obligations under this Agreement, shall act in conformity with the Trust's Declaration of Trust, its By-Laws and its Prospectus and with the instructions and directions of the Trust's Board of Trustees and the Adviser and will conform to and comply with the requirements of (1) the 1940 Act and all rules and regulations thereunder; (2) all other applicable federal and state laws and regulations;; (3) any applicable procedures adopted by the Fund's Board of Trustees in accordance with the foregoing, of which the Sub-Adviser has been sent a copy; and (4) the provisions of the Registration Statement of the Fund filed under the Securities Act of 1933, as amended (the "1933 Act"), and the 1940 Act, as supplemented or amended, of which the Sub-Adviser has received a copy, and with the Manager's portfolio manager operating policies and procedures as in effect on the date hereof, as such policies and procedures may be revised or amended by the Manager and agreed to by the Sub-Adviser. In carrying out its duties under the Sub-Advisory Agreement, the Sub-Adviser will comply with the following policies and procedures: (i) The Sub-Adviser will manage each Series so that it meets the income and asset diversification requirements of Section 851 of the Internal Revenue Code. (ii) The Sub-Adviser will make commercially reasonable efforts to vote all proxies solicited by or with respect to the issuers of securities which assets of the Series are invested. Such votes shall be consistent with any procedures or guidelines promulgated by the Board or the Manager and provided to the Sub-Adviser or, if none, in the discretion of the Sub-Adviser based upon the best interests of the Series. The Sub-Adviser will maintain appropriate records detailing its voting of proxies on behalf of the Fund and will provide to the Fund at least quarterly a report setting forth the proposals voted on and how the Series' shares were voted since the prior report, including the name of the corresponding issuers. (iii) In connection with the purchase and sale of securities for each Series, the Sub-Adviser will arrange for the transmission to the custodian and portfolio accounting agent for the Series on a daily basis such confirmation, trade tickets, and other documents and information, including, but not limited to, Cusip, Cedel, or other numbers that identify securities to be purchased or sold on behalf of the Series, as may be reasonably necessary to enable the custodian and portfolio accounting agent to perform its administrative and recordkeeping responsibilities with respect to the Series. With respect to portfolio securities to be settled through the Depository Trust Company, the Sub-Adviser will arrange for the prompt transmission of the confirmation of such trades to the Fund's custodian and portfolio accounting agent. (iv) The Sub-Adviser will assist the custodian and portfolio accounting agent for the Fund in determining or confirming, consistent with the procedures and policies stated in the Registration Statement for the Fund or adopted by the Board of Trustees, the value of any portfolio securities or other assets of the Series for which the custodian and portfolio accounting agent seeks assistance from or identifies for review by the Sub-Adviser. The parties acknowledge that the Sub-Adviser is not a custodian of the Series' assets and will not take possession or custody of such assets. (v) The Sub-Adviser will provide the Manager, within a mutually agreed period of time following the end of the second and fourth fiscal quarters of each Series (currently ten (10) days), a commentary (to be subject to review and editing by the Manager) containing a discussion of those factors referred to in Item 5(a) of Form N-1A, promulgated pursuant to the 1933 and 1940 Acts, in respect of both the prior reporting period and the fiscal year to date. The Sub-Adviser will also provide such other periodic reports as the parties may mutually agreed to from time to time. (vi) The Sub-Adviser will complete and deliver to the Manager a written compliance checklist in a form provided by the Manager for each month generally by the 10th day of the following month, unless otherwise agreed by the parties. (vii) The parties agree that the Manager or an affiliated person of the Manager will send sales literature or other promotional material to the Sub-Adviser for its prior approval before use of said material for any purpose by the Manager. The Sub-Adviser agrees to use its best efforts to respond to such requests for approval promptly. (c) The Sub-Adviser will make available to the Fund and the Manager, promptly upon request, any of the Series' investment records and ledgers maintained by the Sub-Adviser (which shall not include the records and ledgers maintained by the custodian or portfolio accounting agent for the Fund) as are necessary to assist the Fund and the Manager to comply with requirements of the 1940 Act and the Investment Advisers Act of 1940, as amended (the "Advisers Act"), as well as other applicable laws. The Sub-Adviser will furnish to regulatory authorities having the requisite authority any information or reports in connection with such services in respect to the Series which may be requested in order to ascertain whether the operations of the Fund are being conducted in a manner consistent with applicable laws and regulations. (d) The Sub-Adviser shall determine the securities to be purchased or sold by each Fund and as agent for the Trust will effect portfolio transactions pursuant to its determinations either directly with the issuer or with any broker and/or dealer in such securities, subject to Section 3 below; (e) The Sub-Adviser shall maintain books and records with respect provide reports to the securities transactions of each Fund and shall render to the Adviser and the TrustFund's Board of Trustees for consideration at meetings of the Board on the investment program for each Series and the issuers and securities represented in each Series' portfolio, and will furnish the Fund's Board of Trustees with respect to each Series such periodic and special reports as the Adviser or the Board may request; and (f) The Sub-Adviser shall provide the Trust's custodian with such information relating to the Trust as may be required under the terms of the then-current custody agreement between the Trust Trustees and the custodianManager may reasonably request.

Sub-Adviser's Duties. Subject to the general supervision of the --------------------- Trust's Board of Trustees (the "Board") and the Adviser, the Sub-Adviser shall, employing its discretion, manage the investment operations of each Fund the Portfolio and the composition of the portfolio of securities and investments (including cash) belonging to each Fundthe Portfolio, including the purchase, retention and disposition thereof and the execution of agreements relating thereto, in accordance with the FundPortfolio's investment objective, policies and restrictions as stated in the TrustPortfolio's then-current Prospectus and Statement of Additional Information (together, the "Prospectus") and subject to the following understandings: (a) The Sub-Adviser shall furnish a continuous investment program for each Fund the Portfolio and determine from time to time what investments or securities will be purchased, retained or sold by each Fund the Portfolio and what portion of the assets belonging to each Fund the Portfolio will be invested or held uninvested as cash; (b) The Sub-Adviser shall use its best judgment in the performance of its duties under this Agreement; (c) The Sub-Adviser, in the performance of its duties and obligations under this AgreementAgreement for the Portfolio, shall act in conformity with the Trust's Declaration of Trust, its By-Laws and its the Portfolio's Prospectus and with the reasonable instructions and directions of the Trust's Board of Trustees and the Adviser Adviser, and will conform to and comply with the requirements of the 1940 Act and all other applicable federal and state laws and regulations; (d) The Sub-Adviser shall determine the securities to be purchased or sold by each Fund the Portfolio and as agent for the Trust will effect place portfolio transactions pursuant to its determinations either directly with the issuer or with any broker and/or dealer in such securities, subject to Section 3 below; (e) The Sub-Adviser shall maintain books and records with respect to the securities transactions of each Fund the Portfolio and shall render to the Adviser and the Trust's Board of Trustees such periodic and special reports as the Adviser or the Board may reasonably request; and; (f) The Sub-Adviser shall provide the Trust's custodian on each business day with information about Portfolio securities transactions, and with such other information relating to the Trust as may be required under the terms of the then-current custody agreement between the Trust and the custodian; (g) The Sub-Adviser shall respond immediately to any request from the Adviser or the Portfolio's fund accountant for assistance in obtaining price sources for securities held by the Portfolio or determining a price when a price source is not available, and shall periodically review the prices used by the fund accountant to determine net asset value and advise the fund accountant promptly if any price appears to be incorrect; and (h) The Sub-Adviser agrees to maintain adequate compliance procedures to ensure its compliance with the 1940 Act, the Investment Advisers Act of 1940, as amended, and other applicable federal and state regulations.

Sub-Adviser's Duties. Subject to the general supervision of the Trust's Board of Trustees (the "Board") and the Adviser, the Sub-Adviser shall, employing its discretion, manage the investment operations of each Fund and the composition of the portfolio of securities and investments (including cash) belonging to each a Fund, including the purchase, retention and disposition thereof and the execution of agreements relating thereto, in accordance with the each Fund's ’s investment objective, policies and restrictions as stated in the Trust's Funds’ then-current Prospectus and Statement of Additional Information (togethercollectively, the "“Prospectus"”) and subject to the following understandings: (a) The Sub-Adviser shall furnish a continuous investment program for each Fund and determine from time to time what investments or securities will be purchased, retained or sold by each Fund the Funds and what portion of the assets belonging to each Fund the Funds will be invested or held uninvested un-invested as cash; (b) The Sub-Adviser shall use its best judgment in the performance of its duties under this Agreementagreement; (c) The Sub-Adviser, in the performance of its duties and obligations under this Agreementagreement for the Funds, shall act in conformity with the Trust's Declaration ’s declaration of Trusttrust, its Byby-Laws laws and its Prospectus the Funds’ registration statement and with the reasonable instructions and directions of the Trust's Board of Trustees and the Adviser Adviser, and will conform to and comply with the requirements of the 1940 Act and all other applicable federal and state laws and regulations; (d) The Sub-Adviser shall determine the securities to be purchased or sold by each Fund the Funds and as agent for the Trust will effect place portfolio transactions pursuant to its determinations either directly with the issuer or with any broker and/or dealer in such securities, subject to Section 3 paragraph heading: Execution of Purchase and Sale Orders below; (e) The Sub-Adviser shall maintain books and records with respect to the securities transactions of each Fund the Funds and shall render to the Adviser and the Trust's Board of Trustees such periodic and special reports as the Adviser or the Board may reasonably request; and; (f) The Sub-Adviser shall provide the Trust's ’s custodian and fund accountant on each business day with information about the Funds’ securities transactions, and with such other information relating to the Trust as may be required under the terms of the then-current custody agreement between the Trust and the custodian; (g) The Sub-Adviser shall respond promptly to any request from the Adviser or the Funds’ fund accountant for assistance in obtaining price sources for securities held by a Fund or determining a price when a price source is not available, and promptly review the prices used by the Funds’ accountant to determine net asset value and advise the Funds’ accountant promptly if any price appears to be incorrect. The final price of any security will be determined in accordance with the Trust’s fair value procedures; (h) The Sub-Adviser shall be responsible for: (i) directing how a Fund should vote proxies solicited by issuers of securities beneficially owned by a Fund, and (ii) making any elections relative to any mergers, acquisitions, tender offers, bankruptcy proceedings or other type events pertaining to the securities held by a Fund; (i) The Sub-Adviser represents that it has adopted a written code of ethics complying with the requirements of rule 17j-l under the 1940 Act and will provide the Adviser and the Trust with a copy of the code and evidence of its adoption. Within 45 days of the last calendar quarter of each year while this agreement is in effect, the Sub-Adviser shall provide to the board a written report that describes any issues arising under the code of ethics since the last report to the board, including, but not limited to, information about material violations of the code and sanctions imposed in response to the material violations; and which certifies that the subadviser has adopted procedures reasonably necessary to prevent access persons (as that term is defined in rule 17j-l) from violating the code; (j) The Sub-Adviser agrees to maintain adequate compliance procedures to ensure its compliance with the 1940 Act, the Advisers Act, and other applicable federal and state regulations. The Sub-Adviser shall provide to the Trust’s chief compliance officer an annual written report regarding the sub-adviser’s compliance program. (k) The Adviser has delivered to the Sub-Adviser copies of (i) the Trust Instrument and Bylaws, (ii) the Trust’s Registration Statement (for the Funds) and all amendments thereto filed with the SEC pursuant to the Securities Act of 1933, as amended (the “Securities Act”), or the 1940 Act, and (iii) all procedures adopted by the Trust regarding a Fund, and shall promptly furnish the Sub-Adviser with all amendments of or supplements to the foregoing. The Trust shall deliver to the Sub-Adviser (a) a certified copy of the resolution of the Board appointing the Sub-Adviser and authorizing the execution and delivery of this Agreement, (b) a copy of all proxy statements and related materials relating to a Fund, and (c) any other documents, materials, or information that the Sub-Adviser shall reasonably request to enable it to perform its duties pursuant to this Agreement. The Adviser shall furnish to the Sub-Adviser a copy of each amendment of or supplement to the foregoing promptly after the adoption of each amendment or supplement. (l) The Sub-Adviser has delivered to the Adviser and the Trust (i) a copy of its Form ADV as most recently filed with the SEC. The Sub-Adviser shall promptly furnish the Adviser and Trust with all amendments of or supplements to the foregoing at least annually.

Sub-Adviser's Duties. Subject to the general supervision of the Trust's ’s Board of Trustees (the "“Board"”) and the Adviser, the Sub-Adviser shall, employing its discretion, manage the investment operations of each Fund the Funds and the composition of the portfolio of securities and investments (including cash) belonging to each Fundthe Funds, including the purchase, retention and disposition thereof and the execution of agreements relating thereto, in accordance with the Fund's Funds’ investment objective, policies and restrictions as stated in the Trust's Funds’ then-current Prospectus and Statement of Additional Information (togethercollectively, the "“Prospectus"”) and subject to the following understandings: (a) The Sub-Adviser shall furnish a continuous investment program for each Fund the Funds and determine from time to time what investments or securities will be purchased, retained or sold by each Fund the Funds and what portion of the assets belonging to each Fund the Funds will be invested or held uninvested un-invested as cash; (b) The Sub-Adviser shall use its best judgment in the performance of its duties under this Agreementagreement; (c) The Sub-Adviser, in the performance of its duties and obligations under this Agreementagreement for the Funds, shall act in conformity with the Trust's Declaration ’s declaration of Trusttrust, its Byby-Laws laws and its Prospectus the Fund’s prospectus and with the reasonable instructions and directions of the Trust's ’s Board of Trustees and the Adviser Adviser, and will conform to and comply with the requirements of the 1940 Act and all other applicable federal and state laws and regulations; (d) The Sub-Adviser shall determine the securities to be purchased or sold by each Fund the Funds and as agent for the Trust will effect place portfolio transactions pursuant to its determinations either directly with the issuer or with any broker and/or dealer in such securities, subject to Section 3 paragraph heading: Execution of Purchase and Sale Orders below; (e) The Sub-Adviser shall maintain books and records with respect to the securities transactions of each Fund the Funds and shall render to the Adviser adviser and the Trust's ’s Board of Trustees such periodic and special reports as the Adviser or the Board board may reasonably request; and; (f) The Sub-Adviser shall provide the Trust's ’s custodian and fund accountant on each business day with information about the Funds’ securities transactions, and with such other information relating to the Trust as may be required under the terms of the then-current custody agreement between the Trust and the custodian; (g) The Sub-Adviser shall respond promptly to any request from the Adviser or the Funds’ fund accountant for assistance in obtaining price sources for securities held by the Funds or determining a price when a price source is not available, and promptly review the prices used by the Funds’ accountant to determine net asset value and advise the Funds’ accountant promptly if any price appears to be incorrect; (h) The Sub-Adviser shall be responsible for: (i) directing the manner in which proxies solicited by issuers of securities beneficially owned by the Funds shall be voted, and (ii) making any elections relative to any mergers, acquisitions, tender offers, bankruptcy proceedings or other type events pertaining to the securities held by the Funds; (i) The Sub-Adviser hereby represents that it has adopted a written code of ethics complying with the requirements of rule 17j-1 under the 1940 Act and will provide the Adviser and the Trust with a copy of the code and evidence of its adoption. Within 45 days of the last calendar quarter of each year while this agreement is in effect, the Sub-Adviser shall provide to the board a written report that describes any issues arising under the code of ethics since the last report to the board, including, but not limited to, information about material violations of the code and sanctions imposed in response to the material violations; and which certifies that the sub-adviser has adopted procedures reasonably necessary to prevent access persons (as that term is defined in rule 17j-1) from violating the code; (j) The Sub-Adviser agrees to maintain adequate compliance procedures to ensure its compliance with the 1940 Act, the Investment Advisers Act of 1940, as amended, and other applicable federal and state regulations. The Sub-Adviser shall provide to the trust’s chief compliance officer an annual written report regarding the sub-adviser’s compliance program. (k) The Adviser has delivered to the Sub-Adviser copies of (i) the Trust’s Trust Instrument and Bylaws, (ii) the Trust’s Registration Statement, all exhibits thereto, and all amendments thereto filed with the SEC pursuant to the Securities Act of 1933, as amended (the “Securities Act”), or the 1000 Xxx, (xxx) the Trust’s current Prospectuses and Statements of Additional Information of the Funds (collectively, as currently in effect and as amended or supplemented, the “Prospectus”), and (iv) all procedures adopted by the Trust with respect to the Funds (i.e., repurchase agreement procedures), and shall promptly furnish the Sub-Adviser with all amendments of or supplements to the foregoing. The Trust shall deliver to the Sub-Adviser (a) a certified copy of the resolution of the Board appointing the Sub-Adviser and authorizing the execution and delivery of this Agreement, (b) a copy of all proxy statements and related materials relating to the Funds, and (c) any other documents, materials or information that the Sub-Adviser shall reasonably request to enable it to perform its duties pursuant to this Agreement. The Adviser shall furnish to the Sub-Adviser a copy of each amendment of or supplement to the foregoing promptly after the adoption of each amendment or supplement. (l) The Sub-Adviser has delivered to the Adviser and the Trust (i) a copy of its Form ADV as most recently filed with the SEC. The Sub-Adviser shall promptly furnish the Adviser and Trust with all amendments of or supplements to the foregoing at least annually.

Sub-Adviser's Duties. Subject to the general supervision and oversight of the Trust's Board of Trustees (the "Board") and the Adviser, the Sub-Adviser shall, employing its discretion, manage the investment operations of each Fund the Subadvised Assets and the composition of all of the portfolio of securities and investments (including cash) belonging to each the Fund, including the purchase, retention and disposition thereof and the execution of agreements relating thereto, thereto in accordance with the Fund's ’s investment objective, policies and restrictions as stated in the Trust's Fund’s then-current Prospectus and Statement of Additional Information (together, the "Prospectus") “Registration Statement”), and subject to the following understandings: (a) The Sub-Adviser shall furnish formulate and implement a continuous investment program for each Fund the Subadvised Assets and determine from time to time what investments or securities will be purchased, retained or sold by each the Fund and what portion of the assets belonging to each Fund the Fund, if any, will be invested or held uninvested as cash; (b) The Sub-Adviser shall use its best judgment in the performance of its duties under this Agreement; (c) The Sub-Adviser, in the performance of its duties and obligations under this AgreementAgreement for the Fund, shall act in conformity with (i) the Investment Strategy; (ii) the Trust's Declaration declaration of Trusttrust and by-laws, its Byas may be amended or supplemented from time to time; (iii) the Fund’s investment objective, policies and restrictions as stated in the Fund's then-Laws current Registration Statement ; (iv) any written instructions or policies which the Board, the Adviser or the Trust Chief Comliance Officer may deliver to the Sub-Adviser from time to time and its Prospectus the policies and with procedures adopted by the instructions and directions Trust pursuant to Rule 38a-1 of the Trust's Board of Trustees 1940 Act that are applicable to the Fund (together, the “Policies”); and the Adviser and will conform to and comply with (v) , the requirements of the 1940 Act Act, the Advisers Act, the Commodity Exchange Act, as amended (“CEA”), and all other applicable federal and state laws and regulations; (d) The Sub-Adviser shall determine the securities and other investments to be purchased or sold by each the Fund and as agent for the Trust will effect place portfolio transactions pursuant to its determinations either directly with the issuer or with any broker and/or dealer in such securitiessecurities and other investments, subject to Section 3 below6; (e) The Sub-Adviser shall maintain books and records with respect to the securities transactions of each Fund and shall render to the Adviser and the Trust's Board a quarterly report, in advance of Trustees the regular meetings of the Board, of its activities under this Agreement, in such periodic form and special reports detail as the Adviser or the Board may reasonably request; and, and shall make an investment officer available to attend such meetings of the Board as the Adviser or the Board may reasonably request; (f) The Sub-Adviser shall provide the Trust's custodian ’s custodian, administrator and fund accounting agent on each business day with information about the Subadvised Assets’ securities transactions, and with such other information relating to the Trust Subadvised Assets as may be required under the terms of the then-current custody agreement between the Trust and the custodian, and other information reasonably requested by the custodian or administrator to enable the custodian or administrator to perform its custodial, administrative, and recordkeeping responsibilities with respect to the Fund; (g) The Sub-Adviser shall respond promptly to any request from the Adviser or the Fund’s fund accountant for assistance in obtaining price sources for investments held by the Subadvised Assets or determining a price when a price source is not available, and promptly review the prices used by the Fund’s accountant to determine net asset value and advise the Fund’s accountant promptly if any price appears to be incorrect; (h) The Sub-Adviser (i) shall be required to vote all proxies, with respect to the Subadvised Assets, in accordance with the Sub-Adviser’s proxy policies and procedures, provided that the Adviser reserves the right to vote said proxies upon providing a written instruction to the Sub-Adviser; (ii) shall make all proxy votes available to the Adviser upon the Adviser’s request; and (iii) will establish a process for the timely distribution of the Sub-Adviser’s voting record with respect to the Fund’s securities and other information necessary for the Fund to complete information required by applicable regulatory filings; (i) The Sub-Adviser hereby represents that it has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and will provide the Adviser and the Trust with a copy of the code and evidence of its adoption. Within 45 days of the last calendar quarter of each year while this Agreement is in effect, the Sub-Adviser shall provide to the Board a written report that describes any issues arising under the code of ethics since the last report to the Board, including, but not limited to, information about material violations of the code and sanctions imposed in response to the material violations, and which certifies that the Sub-Adviser has adopted procedures reasonably necessary to prevent access persons (as that term is defined in Rule 17j-1) from violating the code; (j) The Sub-Adviser agrees to maintain adequate compliance procedures to ensure its compliance with the 1940 Act, the Advisers Act and other applicable federal and state regulations. The Sub-Adviser shall provide to the Trust’s chief compliance officer an annual written report regarding the Sub-Adviser’s compliance program consistent with its obligations under the Advisers Act; (k) The Sub-Adviser shall be responsible for daily monitoring of the investment activities and portfolio holdings of the Subadvised Assets to ensure compliance with the Investment Strategy, Registration Statement, Policies and applicable law. Sub-Adviser shall advise the Adviser promptly in the event it becomes aware of any non-compliance with any of the above with respect to the Fund; (l) The Sub-Adviser agrees to monitor investments held by the Subadvised Assets for “significant events” that occur when the market is closed that may affect the value of such investments, Sub-Adviser shall promptly notify the Adviser and Trust Chief Compliance Officer of such event. Sub-Adviser shall provide reasonable assistance to the Fund’s administrator and other applicable parties designated by the administrator in determining the fair value of such assets subject to a “significant event” or any assets held in the Subadvised Assets for which market quotations are not readily available or for which the Adviser, the administrator and the Board have otherwise determined to fair value; (m) Upon the Adviser’s request, the Sub-Adviser shall review and comment on selected portions relating to Sub-Adviser and/or the Investment Strategy of the Registration Statement, other offering documents and marketing materials prepared by the Adviser (or its affiliates) for the Fund. Sub-Adviser shall promptly notify the Adviser if any information in the Registration Statement or other materials that it has reviewed is (or will become) inaccurate or incomplete; (n) The Sub-Adviser shall not act for, represent, or purport to bind the Trust, the Fund, or the Adviser in any legal or administrative proceeding involving the Fund or any such proceedings involving any security or investment currently or formerly held by the Fund, including, without limitation class action lawsuits, regulatory or governmental victim funds, and bankruptcy proceedings. The Sub-Adviser does, however, agree that it will promptly notify the Adviser of any legal matters affecting the Fund or any security or investment currently or formerly held in the Fund, that Sub-Adviser reasonably believes the Fund and the Adviser should consider pursuing (“Legal Matters”). Sub-Adviser agrees to cooperate with the Adviser to provide reasonable assistance regarding any Legal Matters, including providing factual information in its possession regarding such Legal Matters as the Fund and/or the Adviser may reasonably request. (o) Upon the Adviser’s request, the Sub-Adviser shall provide such information and assistance as may be required to enable the Advier to fulfill its obligations under the Trust’s Liquidity Risk Management Program includiung, but not limited to, review of all liquidity determinations regarding the Subadvised Assets.

Sub-Adviser's Duties. Subject to the general supervision of the Trust's Board of Trustees (the "Board") and the Adviser, the Sub-Adviser shall, employing its discretionon a discretionary basis, manage assist in the management of the investment operations of each the Fund and manage the composition of the portfolio of securities and investments (including cash) belonging to each the Fund, including the purchase, retention and disposition thereof and the execution of agreements relating thereto, in accordance with the Fund's ’s investment objective, policies and restrictions as stated in the Trust's Fund’s then-current Prospectus and Statement of Additional Information (togethercollectively, the "“Prospectus"”) and subject to the following understandings: (a) The Sub-Adviser shall furnish a continuous investment program for each the Fund and determine from time the securities to time what investments or securities will be purchased, retained or sold by each the Fund and what portion of the assets belonging to each the Fund will be invested or held uninvested un-invested as cash; (b) The investment authority granted to the Sub-Adviser shall use its best judgment in further include the performance of its duties under this Agreementauthority to exercise whatever powers the Adviser may possess with respect to any Fund assets, including, but not limited to, the power to exercise rights, options, warrants, conversion privileges, and redemption privileges, and to tender securities pursuant to a tender offer; (c) The Sub-Adviser, in the performance of its duties and obligations under this Agreementagreement for the Fund, shall act in conformity with the Trust's Declaration of Trust, its By-Laws and its Fund’s Prospectus and with the reasonable instructions and directions of the Trust's Board of Trustees and the Adviser Adviser, and will conform to and comply with the requirements of the 1940 Act and all other applicable federal and state laws and regulations; (d) The Sub-Adviser shall determine the securities to be purchased or sold by each the Fund and as agent for the Trust will effect may place portfolio transactions pursuant to its determinations either directly with the issuer or with any broker and/or dealer in such securities. In the alternative, the Sub-Adviser may direct the Adviser to place portfolio transactions, subject to Section 3 belowthe Adviser’s management agreement with the Fund; (e) The Sub-Adviser shall maintain books and records of all recommendations and trade instructions made pursuant to this Agreement and to the extent is given discretionary authority with respect to the securities transactions of each the Fund and shall render to the Adviser and the Trust's Board of Trustees such periodic and special reports as the Adviser or the Board may reasonably request; and; (f) The Sub-Adviser shall respond promptly to any request from the Adviser or the Fund’s accountant for assistance in obtaining price sources for securities held by a Fund or determining a price when a price source is not available, and promptly review the prices used by the Fund’s accountant to determine net asset value and advise the Fund’s accountant promptly if any price appears to be incorrect. The final price of any security will be determined in accordance with the Trust’s fair value procedures which include the Adviser as valuation designee; (g) The Adviser is responsible for voting proxies (or abstaining from voting proxies) on behalf of the Fund and maintaining records with respect to voting such proxies. The Sub-Adviser is responsible for determining how to vote proxies and providing instructions to the Adviser on how to vote proxies in a manner consistent with its fiduciary responsibilities to the Fund; (h) The Sub-Adviser hereby represents that it has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and will provide the Adviser and the Trust with a copy of the code and evidence of its adoption. Within 45 days of the last calendar quarter of each year while this Agreement is in effect, the Sub-Adviser shall provide to the Board a written report that describes any issues arising under the code of ethics since the last report to the Board, including, but not limited to, information about material violations of the code and sanctions imposed in response to the material violations; and which certifies that the Sub-Adviser has adopted procedures reasonably necessary to prevent access persons (as that term is defined in Rule 17j-1) from violating the code; (i) The Sub-Adviser agrees to maintain adequate compliance procedures reasonably designed to maintain its compliance in all material respects with the 1940 Act, the Advisers Act and other applicable federal and state regulations. The Sub-Adviser shall provide to the Trust's custodian ’s chief compliance officer an annual written report regarding the Sub-Adviser’s compliance program; (j) The Adviser has delivered to the Sub-Adviser copies of (i) the Trust’s Declaration of Trust and Bylaws, (ii) the Trust’s Registration Statement with such information respect to the Fund, all exhibits thereto, and all amendments thereto filed with the SEC pursuant to the Securities Act of 1933, as amended (the “Securities Act”), or the 1940 Act, (iii) the Fund’s current Prospectus, and (iv) all procedures adopted by the Trust with respect to the Fund (i.e., repurchase agreement procedures). Upon request, the Trust shall deliver to the Sub-Adviser (a) a certified copy of the resolution of the Board appointing the Sub-Adviser and authorizing the execution and delivery of this Agreement, (b) a copy of all proxy statements and related materials relating to the Trust as Fund, and (c) any other documents, materials or information that the Sub-Adviser shall reasonably request to enable it to perform its duties pursuant to this Agreement or to comply with applicable laws. The Sub-Adviser may be required under the terms disclose only that portion of the theninformation which is advised by legal counsel that is required by law to be disclosed. The Adviser shall furnish, to the extent practicable, to the Sub-current custody agreement between Adviser a copy of each amendment of or supplement to the foregoing reasonably in advance of the adoption of each amendment or supplement. (k) The Sub-Adviser has delivered to the Adviser and the Trust (i) a copy of its Form ADV as most recently filed with the SEC. The Sub-Adviser shall promptly furnish the Adviser and Trust with all amendments of or supplements to the custodianforegoing at least annually.

Sub-Adviser's Duties. Subject to the general supervision of the Trust's Board of Trustees (the "Board") and the Adviser, the Sub-Adviser shall, employing its discretion, manage shall provide the Adviser a continuous investment operations of each Fund and management program for the composition of the portfolio of securities and investments (including cash) belonging to each Fund, including the purchase, retention and disposition thereof and the execution of agreements relating thereto, in accordance with the Fund's ’s investment objective, policies and restrictions as stated in the Trust's Fund’s then-current Prospectus and Statement of Additional Information (togethercollectively, the "“Prospectus"”) and subject to the following understandings: (a) The Sub-Adviser shall furnish a continuous investment program for each the Fund and determine from time to time recommend what investments or securities will be purchased, retained or sold by each the Fund and what portion of the assets belonging to each the Fund will be invested or held uninvested un-invested as cash; (b) The Sub-Adviser shall use its best judgment in the performance of its duties under this Agreementagreement; (c) The Sub-Adviser, in the performance of its duties and obligations under this Agreementagreement for the Fund, shall act in conformity with the Trust's Declaration ’s declaration of Trusttrust, its Byby-Laws laws and its Prospectus the Fund’s prospectus and with the reasonable instructions and directions of the Trust's ’s Board of Trustees and the Adviser Adviser, and will conform to and comply with the requirements of the 1940 Act and all other applicable federal and state laws and regulations; (d) The Sub-Adviser shall determine the securities to be purchased or sold by each Fund and as agent for the Trust will effect portfolio transactions pursuant to its determinations either directly with the issuer or with any broker and/or dealer in such securities, subject to Section 3 below; (e) The Sub-Adviser shall maintain books and records with respect to the securities transactions of each Fund Sub-Adviser’s continuous investment program and shall render to the Adviser and the Trust's ’s Board of Trustees such periodic and special reports as the Adviser or the Board may reasonably request; (e) The Sub-Adviser hereby represents that it has adopted a written code of ethics complying with the requirements of rule 17j-1 under the 1940 Act and will provide the Adviser and the Trust with a copy of the code and evidence of its adoption. Within 45 days of the last calendar quarter of each year while this agreement is in effect, the Sub-Adviser shall provide to the Board a written report that describes any issues arising under the code of ethics since the last report to the Board, including, but not limited to, information about material violations of the code and sanctions imposed in response to the material violations; andand which certifies that the sub-adviser has adopted procedures reasonably necessary to prevent access persons (as that term is defined in rule 17j-1) from violating the code; (f) The Sub-Adviser agrees to maintain adequate compliance procedures to ensure its compliance with the 1940 Act, the Investment Advisers Act of 1940, as amended, and other applicable federal and state regulations. The Sub-Adviser shall provide the Trust's custodian with such information relating to the Trust as may be required under trust’s chief compliance officer an annual written report regarding the terms of sub-adviser’s compliance program. (g) The Sub-Adviser has delivered to the then-current custody agreement between Adviser and the Trust (i) a copy of its Form ADV as most recently filed with the SEC. The Sub-Adviser shall promptly furnish the Adviser and Trust with all amendments of or supplements to the custodianforegoing at least annually.

Sub-Adviser's Duties. Subject to the general supervision of the Trust's Board of Trustees (the "Board") and the Adviser, the Sub-Adviser shall, employing its discretion, manage the investment operations of each Fund and the composition for that portion of the portfolio of securities and investments Fund's assets that are assigned to the Sub-Adviser by the Adviser (including cash) belonging to each Fundthe "Sub-Advised Assets"), including the purchase, retention and disposition thereof and the execution of agreements relating thereto, in accordance with the Fund's investment objectiveobjectives, policies and restrictions as stated in the TrustFund's then-current most recent Prospectus and Statement of Additional Information that have been provided to Sub-Adviser by Adviser (together, the "Prospectus") and subject to the following understandings: (a) The Sub-Adviser shall furnish a continuous investment program for each Fund the Sub-Advised Assets and determine from time to time time, with respect to the Sub-Advised Assets, what investments or securities will be purchased, retained or sold by each the Fund and what portion of the assets belonging to each Fund Sub-Advised Assets will be invested or held uninvested as cash; (b) The Sub-Adviser shall use its best judgment in the performance of its duties under this Agreement; (c) The Sub-Adviser, in the performance of its duties and obligations under this AgreementAgreement for the Fund, shall act in conformity with the most recent version of the Trust's Declaration of Trust, its By-Laws and its the Fund's Prospectus that have been provided to it by the Adviser and with the reasonable instructions and directions of the Trust's Board of Trustees and the Adviser Adviser, and will conform to and comply with the requirements of the 1940 Act and all other applicable federal and state laws and regulations; (d) The Sub-Adviser shall determine the securities to be purchased or sold by each Fund and as agent for the Trust will effect place portfolio transactions pursuant to its determinations either directly with the issuer or with any broker and/or dealer in such securities, subject to Section 3 below; (e) The Sub-Adviser shall maintain books and records with respect to the securities transactions of each Fund the Sub-Advised Assets and shall render to the Adviser and the Trust's Board of Trustees such periodic and special reports as the Adviser or the Board may reasonably request; and; (f) The Sub-Adviser shall provide the Trust's custodian and fund accountant on each business day with information about Fund securities transactions for which it is responsible, and with such other information relating to the Trust as may be required under the terms of the then-current custody agreement between the Trust and the custodian; (g) With respect to the Sub-Advised Assets, the Sub-Adviser shall respond as quickly as reasonably possible to any request from the Adviser or the Fund's fund accountant for assistance in obtaining price sources for securities held by the Fund or determining a price when a price source is not available, and shall periodically review the prices used by the fund accountant to determine net asset value and advise the fund accountant promptly if any price appears to be incorrect; (h) With respect to the Sub-Advised Assets, the Sub-Adviser shall vote all proxies solicited by or with respect to the issuers of securities in which assets of the Fund may be invested from time to time. Such proxies will be voted in a manner that the Sub-Adviser deems, in good faith, to be in the best interests of the Fund and in accordance with the Sub-Adviser's proxy voting policy. The Sub-Adviser shall provided a copy of its proxy voting policy, and any amendments thereto, to the Adviser prior to the execution of this Agreement; (i) The Sub-Adviser hereby represents that it has adopted a written code of ethics to ensure compliance with the requirements of Rule 17j-1 under the 1940 Act and will provide the Adviser and the Trust with a copy of the code and evidence of its adoption. Within 45 days of the last calendar quarter of each year while this Agreement is in effect, the Sub-Adviser shall provide to the Board a written report that describes any issues arising under the code of ethics since the last report to the Board, including, but not limited to, information about material violations of the code and sanctions imposed in response to the material violations; and which certifies that the Sub-Adviser has adopted procedures reasonably necessary to prevent access persons (as that term is defined in Rule 17j-1) from violating the code; (j) The Sub-Adviser agrees to maintain adequate compliance procedures to ensure its compliance with the 1940 Act, the Investment Advisers Act of 1940, as amended, and other applicable federal and state regulations. The Sub-Adviser shall provide to the Trust's Chief Compliance Officer the executive summary of its annual written report regarding the Sub-Adviser's compliance program within a reasonable time following preparation of such annual written report.

Sub-Adviser's Duties. Subject to the general supervision of the Trust's ’s Board of Trustees (the "Board") and the Adviser, the Sub-Adviser shall, employing its discretion, manage the investment operations of each Fund the Funds and the composition of the portfolio of securities and investments (including cash) belonging to each Fundthe Funds, including the purchase, retention and disposition thereof and the execution of agreements relating thereto, in accordance with the Fund's Funds’ investment objective, policies and restrictions as stated in the Trust's Funds’ then-current Prospectus and Statement of Additional Information (togethercollectively, the "“Prospectus"”) and subject to the following understandings: (a) The Sub-Adviser shall furnish a continuous investment program for each Fund the Funds and determine from time to time what investments or securities will be purchased, retained or sold by each Fund the Funds and what portion of the assets belonging to each Fund the Funds will be invested or held uninvested un-invested as cash; (b) The Sub-Adviser shall use its best judgment in the performance of its duties under this Agreementagreement; (c) The Sub-Adviser, in the performance of its duties and obligations under this Agreementagreement for the Funds, shall act in conformity with the Trust's Declaration ’s declaration of Trusttrust, its Byby-Laws laws and its Prospectus the Fund’s prospectus and with the reasonable instructions and directions of the Trust's ’s Board of Trustees and the Adviser Adviser, and will conform to and comply with the requirements of the 1940 Act and all other applicable federal and state laws and regulations; (d) The Sub-Adviser shall determine the securities to be purchased or sold by each Fund the Funds and as agent for the Trust will effect place portfolio transactions pursuant to its determinations either directly with the issuer or with any broker and/or dealer in such securities, subject to Section 3 paragraph heading: Execution of Purchase and Sale Orders below; (e) The Sub-Adviser shall maintain books and records with respect to the securities transactions of each Fund the Funds and shall render to the Adviser and the Trust's ’s Board of Trustees such periodic and special reports as the Adviser or the Board may reasonably request; and; (f) The Sub-Adviser shall provide the Trust's ’s custodian and fund accountant on each business day with information about the Funds’ securities transactions, and with such other information relating to the Trust as may be required under the terms of the then-current custody agreement between the Trust and the custodian; (g) The Sub-Adviser shall respond promptly to any request from the Adviser or the Funds’ fund accountant for assistance in obtaining price sources for securities held by the Funds or determining a price when a price source is not available, and promptly review the prices used by the Funds’ accountant to determine net asset value and advise the Funds’ accountant promptly if any price appears to be incorrect; (h) The Sub-Adviser shall be responsible for: (i) directing the manner in which proxies solicited by issuers of securities beneficially owned by the Funds shall be voted, and (ii) making any elections relative to any mergers, acquisitions, tender offers, bankruptcy proceedings or other type events pertaining to the securities held by the Funds; (i) The Sub-Adviser hereby represents that it has adopted a written code of ethics complying with the requirements of rule 17j-1 under the 1940 Act and will provide the Adviser and the Trust with a copy of the code and evidence of its adoption. Within 45 days of the last calendar quarter of each year while this agreement is in effect, the Sub-Adviser shall provide to the Board a written report that describes any issues arising under the code of ethics since the last report to the Board, including, but not limited to, information about material violations of the code and sanctions imposed in response to the material violations; and which certifies that the sub-adviser has adopted procedures reasonably necessary to prevent access persons (as that term is defined in rule 17j-1) from violating the code; (j) The Sub-Adviser agrees to maintain adequate compliance procedures to ensure its compliance with the 1940 Act, the Investment Advisers Act of 1940, as amended, and other applicable federal and state regulations. The Sub-Adviser shall provide to the trust’s chief compliance officer an annual written report regarding the sub-adviser’s compliance program. (k) The Adviser has delivered to the Sub-Adviser copies of (i) the Trust’s Trust Instrument and Bylaws, (ii) the Trust’s Registration Statement, all exhibits thereto, and all amendments thereto filed with the SEC pursuant to the Securities Act of 1933, as amended (the “Securities Act”), or the 1940 Act, (iii) current Prospectuses and Statements of Additional Information of the Funds (collectively, as currently in effect and as amended or supplemented, the “Prospectus”), and (iv) all procedures adopted by the Trust with respect to the Funds (i.e., repurchase agreement procedures), and shall promptly furnish the Sub-Adviser with all amendments of or supplements to the foregoing. The Trust shall deliver to the Sub-Adviser (a) a certified copy of the resolution of the Board appointing the Sub-Adviser and authorizing the execution and delivery of this Agreement, (b) a copy of all proxy statements and related materials relating to the Funds, and (c) any other documents, materials or information that the Sub-Adviser shall reasonably request to enable it to perform its duties pursuant to this Agreement. The Adviser shall furnish to the Sub-Adviser a copy of each amendment of or supplement to the foregoing promptly after the adoption of each amendment or supplement. (l) The Sub-Adviser has delivered to the Adviser and the Trust (i) a copy of its Form ADV as most recently filed with the SEC. The Sub-Adviser shall promptly furnish the Adviser and Trust with all amendments of or supplements to the foregoing at least annually.

Sub-Adviser's Duties. Subject to the general supervision of the Trust's ’s Board of Trustees (the "“Board"”) and the Adviser, the Sub-Adviser shall, employing its discretion, manage the investment operations of each the Fund and the composition of the portfolio of securities and investments (including cash) belonging to each the Fund, including the purchase, retention and disposition thereof and the execution of agreements relating thereto, in accordance with the Fund's ’s investment objective, policies and restrictions as stated in the Trust's Fund’s then-current Prospectus and Statement of Additional Information (togethercollectively, the "“Prospectus"”) and subject to the following understandings: (a) The Sub-Adviser shall furnish a continuous investment program for each Fund and determine from time to time what investments or securities will be purchased, retained or sold by each Fund and what portion of the assets belonging to each Fund will be invested or held uninvested as cash; (b) The Sub-Adviser shall use its best judgment in the performance of its duties under this Agreementagreement; (cb) The Sub-Adviser, in the performance of its duties and obligations under this Agreementagreement for the Fund, shall act in conformity with the Trust's Declaration ’s declaration of Trusttrust, its Byby-Laws laws and its Prospectus the Funds’ prospectus and with the reasonable instructions and directions of the Trust's ’s Board of Trustees and the Adviser Adviser, and will conform to and comply with the requirements of the 1940 Act and all other applicable federal and state laws and regulations; (dc) The Sub-Adviser shall determine the securities to be purchased or sold by each Fund and as agent for the Trust will effect place portfolio transactions pursuant to its determinations the Adviser’s determination either directly with the issuer or with any broker and/or dealer in such securities, subject to Section 3 paragraph heading: Execution of Purchase and Sale Orders below; (ed) The Sub-Adviser shall maintain books and records with respect to the securities transactions of each the Fund and shall render to the Adviser adviser and the Trust's ’s Board of Trustees such periodic and special reports as the Adviser or the Board board may reasonably request; and; (fe) The Sub-Adviser shall provide the Trust's ’s custodian and fund accountant on each business day with information about the Fund’s securities transactions, and with such other information relating to the Trust as may be required under the terms of the then-current custody agreement between the Trust and the custodian; (f) The Sub-Adviser shall respond promptly to any request from the Adviser or the Fund’s fund accountant for assistance in obtaining price sources for securities held by the Fund or determining a price when a price source is not available, and promptly review the prices used by the Fund’s accountant to determine net asset value and advise the Fund’s accountant promptly if any price appears to be incorrect; (g) The Sub-Adviser shall be responsible for: (i) directing the manner in which proxies solicited by issuers of securities beneficially owned by the Fund shall be voted, and (ii) making any elections relative to any mergers, acquisitions, tender offers, bankruptcy proceedings or other type events pertaining to the securities held by the Fund; (h) The Sub-Adviser hereby represents that it has adopted a written code of ethics complying with the requirements of rule 17j-1 under the 1940 Act and will provide the Adviser and the Trust with a copy of the code and evidence of its adoption. Within 45 days of the last calendar quarter of each year while this agreement is in effect, the Sub-Adviser shall provide to the board a written report that describes any issues arising under the code of ethics since the last report to the board, including, but not limited to, information about material violations of the code and sanctions imposed in response to the material violations; and which certifies that the sub-adviser has adopted procedures reasonably necessary to prevent access persons (as that term is defined in rule 17j-1) from violating the code; (i) The Sub-Adviser agrees to maintain adequate compliance procedures to ensure its compliance with the 1940 Act, the Investment Advisers Act of 1940, as amended, and other applicable federal and state regulations. The Sub-Adviser shall provide to the trust’s chief compliance officer an annual written report regarding the sub-adviser’s compliance program. (j) The Sub-Adviser has delivered to the Adviser and the Trust (i) a copy of its Form ADV as most recently filed with the SEC. The Sub-Adviser shall promptly furnish the Adviser and Trust with all amendments of or supplements to the foregoing at least annually.

Sub-Adviser's Duties. Subject to the general supervision of the Trust's Board of Trustees (the "Board") and the Adviser, the Sub-Adviser shall, employing its discretion, manage the provide investment operations of each Fund advisory and the composition portfolio management services for that portion of the portfolio Fund's assets assigned to the Sub-Adviser by the Adviser (the ''Sub-Advised Assets") as well as the notional trading size of securities and investments (including cash) belonging to each Fundthe Sub-Adviser Assets, including the purchase, retention and disposition thereof and where the Sub-Adviser deems it appropriate to do so, the execution of agreements relating thereto, in accordance with the Fund's investment objectiveobjectives, policies and restrictions as stated in the TrustFund's then-current most recent Prospectus and Statement of Additional Information that have been provided to Sub-Adviser by Adviser (together, the "Prospectus") and subject to the following understandings: (a) The Sub-Adviser shall furnish a continuous investment program for each Fund the Sub- Advised Assets and determine from time to time time, with respect to the Sub-Advised Assets, what investments or securities will be purchased, retained or sold by each the Fund and what portion of the assets belonging to each Fund Sub-Advised Assets will be invested or held uninvested as cash; (b) The Sub-Adviser shall use its best judgment in the performance of its duties under this Agreement;. The Adviser recognizes that speculative trading of commodity interests involves substantial risks, and that the opinions and actions of the Sub-Adviser will be based on information believed to be reliable but not guaranteed by or to the Sub-Adviser. The Sub-Advisor will have no duties or obligations to the Trust or the Adviser other than as set forth xxxx.xx and does not guarantee that its services will result in a profit for the Trust. Adviser acknowledges and agrees that Sub-Adviser shall not have any legal or financial responsibility for performance or losses unless directly attributable to the gross negligence or willful misconduct of the Sub-Adviser, including the Sub-Adviser's failure to adhere to any investment policies and restrictions as described in the Prospectus. (c) The Sub-Adviser, in the performance of its duties and obligations under this AgreementAgreement for the Fund, shall act in conformity with the most recent version of the Trust's Declaration of Trust, its By-Laws and its the Fund's Prospectus that have been provided to it by the Adviser and with the reasonable written instructions and directions of the Trust's Board of Trustees and the Adviser Adviser, and will conform to and comply with the applicable requirements of the 1940 Act and all other applicable federal and state laws and regulations; (d) The Sub-Adviser shall determine the securities to be purchased or sold by each Fund and as agent for the Trust will effect place portfolio transactions pursuant to its determinations either directly with the issuer or with any broker and/or dealer in such securitiessecurities or financial instruments, subject to Section 3 below; (e) The Sub-Adviser shall maintain books and records with respect to the transactions in securities transactions and other financial instruments of each Fund the Sub-Advised Assets and shall render to the Adviser and the Trust's Board of Trustees such periodic and special reports as the Adviser or the Board may reasonably request; and; (f) The Sub-Adviser shall provide the Trust's custodian and fund accountant on each business day with information about Fund transactions in securities and other financial instruments for which it is responsible, and with such other information relating to the Trust as may be required under the terms of the then-current custody agreement between the Trust and the custodian; (g) With respect to the Sub-Advised Assets, the Sub-Adviser shall respond as quickly as reasonably possible to any request from the Adviser or the Fund's fund accountant for assistance in obtaining price sources for securities or other financial instruments held by the Fund or determining a price when a price source is not available, and shall periodically review the prices used by the fund accountant to determine net asset value and advise the fund accountant promptly if any price appears to be incorrect; (h) The Sub-Adviser hereby represents that it has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and will provide the Adviser and the Trust with a copy of the code and evidence of its adoption. Within 45 days of the last calendar quarter of each year while this Agreement is in effect, the Sub-Adviser shall provide to the Board a written report that describes any issues arising under the code of ethics since the last report to the Board, including, but not limited to, information about material violations of the code and sanctions imposed in response to the material violations; and which certifies that the Sub­ Adviser has adopted procedures reasonably necessary to prevent access persons (as that term is defined in Rule l 7j-l) from violating the code; (i) The Sub-Adviser agrees to maintain adequate compliance procedures to ensure its compliance with the 1940 Act, the Investment Advisers Act of 1940, as amended, and other applicable federal and state regulations with respect to its trading for the Fund. The Sub-Adviser shall provide to the Trust's Chief Compliance Officer the executive summary of its annual written report regarding the Sub-Adviser's compliance program. (j) Unless and until the Sub-Adviser is otherwise informed in writing, it is intended that all Fund assets without exception serve as "segregated assets" for the Sub-Adviser's compliance, with respect to its own trading, with the 1940 Act's applicable rules of asset segregation. The Adviser shall therefore cause all assets of the Fund not allocated to the Sub­ Adviser for its own trading to be held in an account marked as a "segregated account". (k) Some of the trading of the Sub-Adviser's investment program may be done in the Fund's wholly owned subsidiary, LCMFS Fund Limited, as determined by the Adviser with the Sub-Adviser's consent. (1) The Sub-Adviser shall promptly notify the Adviser of any circumstance that could reasonably be deemed to materially affect its ability to perform its obligations and services as described in the Sub-Advisory Agreement or that could have a negative impact on the Fund and the Adviser. Such circumstances, could include, but are not limited to, items such as: 1) any pending legal or regulatory actions or litigation pertaining to the Sub-Adviser or any of its key employees which are, in each case material to the operations of the Sub-Adviser's business and the disclosure of the results of those actions; 2) any material operational disruptions caused by the loss of functionality for key personnel or systems; 3) Any circumstance that would cause the Fund to materially revise its offering documents.

Sub-Adviser's Duties. Subject to the general supervision of the Trust's Board of Trustees (the "Board") and the Adviser, the Sub-Adviser shall, employing its discretion, manage the investment operations of each the Fund and the composition of the portfolio of securities and investments (including cash) belonging to each the Fund, including the purchase, retention and disposition thereof and the execution of agreements relating thereto, in accordance with the Fund's ’s investment objective, policies and restrictions as stated in the Trust's Fund’s then-current Prospectus and Statement of Additional Information (togethercollectively, the "“Prospectus"”) and subject to the following understandings: (a) The Sub-Adviser shall furnish a continuous investment program for each Fund and determine from time to time what investments or securities will be purchased, retained or sold by each Fund and what portion of the assets belonging to each Fund will be invested or held uninvested as cash; (b) The Sub-Adviser shall use its best judgment in the performance of its duties under this Agreementagreement; (b) The Sub-Advise shall provide the Adviser analysis and advice regarding the types and quantities of securities to be purchased and sold on behalf of the Fund; (c) The Sub-Adviser, in the performance of its duties and obligations under this Agreementagreement for the Fund, shall act in conformity with the Trust's Declaration ’s declaration of Trusttrust, its Byby-Laws laws and its Prospectus the Fund’s prospectus and with the reasonable instructions and directions of the Trust's Board of Trustees and the Adviser Adviser, and will conform to and comply with the requirements of the 1940 Act and all other applicable federal and state laws and regulations; (d) The Sub-Adviser shall determine the securities to be purchased or sold by each Fund and as agent for the Trust will effect portfolio transactions pursuant to its determinations either directly with the issuer or with any broker and/or dealer in such securities, subject to Section 3 below; (e) The Sub-Adviser shall maintain books and records with respect to the securities transactions of each the Fund and shall render to the Adviser adviser and the Trust's Board of Trustees such periodic and special reports as the Adviser or the Board board may reasonably request; and; (fe) The Sub-Adviser shall provide the Trust's ’s custodian and fund accountant on each business day with information about the Fund’s securities transactions, and with such other information relating to the Trust as may be required under the terms of the then-current custody agreement between the Trust and the custodian; (f) The Sub-Adviser shall respond promptly to any request from the Adviser or the Fund’s fund accountant for assistance in obtaining price sources for securities held by the Fund or determining a price when a price source is not available, and promptly review the prices used by the Fund’s accountant to determine net asset value and advise the Fund’s accountant promptly if any price appears to be incorrect; (g) The Sub-Adviser hereby represents that it has adopted a written code of ethics complying with the requirements of rule 17j-1 under the 1940 Act and will provide the Adviser and the Trust with a copy of the code and evidence of its adoption. Within 45 days of the last calendar quarter of each year while this agreement is in effect, the Sub-Adviser shall provide to the board a written report that describes any issues arising under the code of ethics since the last report to the board, including, but not limited to, information about material violations of the code and sanctions imposed in response to the material violations; and which certifies that the sub-adviser has adopted procedures reasonably necessary to prevent access persons (as that term is defined in rule 17j-1) from violating the code; (h) The Sub-Adviser agrees to maintain adequate compliance procedures to ensure its compliance with the 1940 Act, the Investment Advisers Act of 1940, as amended, and other applicable federal and state regulations. The Sub-Adviser shall provide to the trust’s chief compliance officer an annual written report regarding the sub-adviser’s compliance program. (i) The Sub-Adviser has delivered to the Adviser and the Trust (i) a copy of its Form ADV as most recently filed with the SEC. The Sub-Adviser shall promptly furnish the Adviser and Trust with all amendments of or supplements to the foregoing at least annually.

Sub-Adviser's Duties. Subject to the general supervision of the Trust's Board of Trustees (the "Board") and the Adviser, the Sub-Adviser shall, employing its discretion, manage the investment operations of each Fund and the composition reinvestment for that portion of the portfolio of securities and investments Fund’ assets that are assigned to the Sub-Adviser by the Adviser (including cash) belonging to each Fundthe “Sub-Advised Assets”), including the purchase, retention and disposition thereof and the execution of agreements relating thereto, in accordance with the Fund's ’s investment objectiveobjectives, policies and restrictions as stated disclosed in the Trust's thenFund’s Prospectus, using similar or substantially similar investment strategies that, as of the date of this Agreement, are currently used by the Sub-current Prospectus Adviser with respect to the fund(s) listed on Schedule 1 hereto, and Statement any written investment guidelines of Additional Information the Fund that (togetheri) have been approved by the Board, (ii) are disclosed in the "Prospectus", and (iii) have been provided to the Sub-Adviser, and subject to the following understandings: (a) The Sub-Adviser shall furnish a continuous investment program for each Fund the Sub- Advised Assets and determine from time to time time, with respect to the Sub-Advised Assets, what investments or securities will be purchased, retained or sold by each the Fund and what portion of the assets belonging to each Fund Sub-Advised Assets will be invested or held uninvested as cash; (b) The Sub-Adviser shall use its best judgment in the performance of its duties under this Agreement; (c) The Sub-Adviser, in the performance of its duties and obligations under this Agreement, shall act in conformity comply with the Trust's Declaration of Trust, its By-Laws and its Prospectus and with the reasonable written instructions and directions of the Trust's Board of Trustees Board, which instructions and directions shall not be inconsistent with the Prospectus, as the Adviser reasonably determines may be necessary or appropriate in order for the Fund to be in compliance with (i) the most recent version of the Trust’s Declaration of Trust, (ii) the Trust’s By-Laws, (iii) the Fund’s investment objectives, policies and will conform to restrictions as stated in the Prospectus, and comply with the (iv) applicable requirements of the 1940 Act and all other applicable federal and state laws and regulations. The parties acknowledge and agree that the Sub-Adviser shall have no responsibility for monitoring any portion of the Fund’s portfolio that is not being managed by Sub-Adviser, and that as a result the Sub-Adviser will not be responsible for the Fund ‘s compliance with any requirements relating to its portfolio as a whole; (d) The Sub-Adviser shall determine the securities to be purchased or sold by each Fund and as agent for the Trust will effect place portfolio transactions pursuant to its determinations either directly with the issuer or with any broker and/or dealer in such securities, subject to Section 3 below; (e) The Sub-Adviser shall maintain books and records with respect to the securities transactions of each Fund the Sub-Advised Assets as it is required to maintain pursuant to Rules 31a-1 and 31a-2 under the 1940 Act. The Sub-Adviser (or the broker, at the Sub-Adviser’s discretion) shall render to the Adviser and the Trust's Board of Trustees such periodic and special reports as the Adviser or the Board may reasonably request; and; (f) The Sub-Adviser (or the broker, at the Sub-Adviser’s discretion) shall provide the Trust's ’s custodian and fund accountant on each business day with such information relating to about securities transactions under the Trust Sub-Adviser’s control as the custodian and fund accountant may be required reasonably require under the terms of the then-current custody agreement between the Trust and the custodian; (g) With respect to the Sub-Advised Assets, the Sub-Adviser shall respond as quickly as reasonably practicable to any request from the Adviser or the fund accountant for assistance in obtaining price sources for securities held by the Fund or determining a price when a price source is not available, and shall periodically review the prices used by the fund accountant to determine net asset value and advise the fund accountant promptly if any price appears to be incorrect, but in no event shall the Sub-Adviser be responsible for determining the final valuation of an asset; (h) With respect to the Sub-Advised Assets, the Sub-Adviser shall vote all proxies solicited by or with respect to the issuers of securities in which assets of the Fund may be invested from time to time. Such proxies will be voted in accordance with the Sub-Adviser’s proxy voting policy, a copy of which has been provided to the Board. The Sub-Adviser shall provide a copy of its proxy voting policy, and any amendments thereto, to the Adviser prior to the execution of this Agreement; (i) The Sub-Adviser hereby represents that it has adopted a written code of ethics (the “code”) to ensure compliance with the requirements of Rule 17j-1 under the 1940 Act and will provide the Adviser and the Board with a copy of the code and evidence of its adoption. Within 45 days of the last calendar quarter of each year while this Agreement is in effect, the Sub-Adviser shall provide to the Board a written report that describes any issues arising under the code since the last report to the Board, including, but not limited to, information about material violations of the code and sanctions imposed in response to the material violations; and which certifies that the Sub-Adviser has adopted procedures reasonably necessary to prevent access persons (as that term is defined in Rule 17j-1) from violating the code; (j) The Sub-Adviser agrees to maintain adequate compliance procedures to ensure its compliance with applicable provisions of the 1940 Act, the Advisers Act and other applicable federal and state regulations, which procedures have been reviewed and approved by the Board of Trustees of the Trust. The Sub-Adviser shall, following the effective date of this Agreement, provide to the Trust’s Chief Compliance Officer an executive summary of its next completed annual written report regarding the Sub-Adviser’s compliance program within a reasonable time following preparation of such annual written report. (k) The Sub-Adviser, during the term of this Agreement, agrees to maintain its registration as an investment adviser with the SEC under the Advisers Act. (I) The Sub-Adviser, during the term of this Agreement, shall promptly notify the Adviser of any circumstance that could materially impede the ability of the Sub-Adviser to perform its services as described in this Agreement. Such circumstances, to be determined in the Sub- Adviser’s sole discretion, could include, but are not limited to, items such as: litigation or regulatory actions pertaining to the Sub-Adviser or any of its key employees and any material operational disruptions caused by the loss of functionality for key employees or systems.

Sub-Adviser's Duties. Subject to the general supervision of the Trust's Board of Trustees (the "Board") and the Adviser, the Sub-Adviser shall, employing its discretion, manage the investment operations of each Fund and the composition for that portion of the portfolio of securities and investments Fund's assets that are assigned to the Sub-Adviser by the Adviser (including cash) belonging to each Fundthe "Sub-Advised Assets"), including the purchase, retention and disposition thereof and the execution of agreements relating thereto, in accordance with the Fund's investment objectiveobjectives, policies and restrictions as stated in the TrustFund's then-current most recent Prospectus and Statement of Additional Information that have been provided to Sub-Adviser by Adviser (together, the "Prospectus") and in a manner similar to that which the Sub-Adviser manages assets on behalf of BCM Weston, L.P. and subject to the following understandings: (a) The Sub-Adviser shall furnish a continuous investment program for each Fund the Sub- Advised Assets and determine from time to time time, with respect to the Sub-Advised Assets, what investments or securities will be purchased, retained or sold by each the Fund and what portion of the assets belonging to each Fund Sub-Advised Assets will be invested or held uninvested as cash; (b) The Sub-Adviser shall use its best judgment in the performance of its duties under this Agreement; (c) The Sub-Adviser, in the performance of its duties and obligations under this AgreementAgreement for the Fund, shall act in conformity comply with the Trust's Declaration of Trust, its By-Laws and its Prospectus and with the reasonable instructions and directions of the Trust's Board of Trustees and the Adviser Adviser, as may be necessary or appropriate in order for the Fund to be in compliance with (i) the most recent version of the Trust's Declaration of Trust, (ii) the Trust's By-Laws, (iii) the Fund's investment objectives, policies and will conform to restrictions as stated in the Fund's most recent Prospectus and comply with Statement of Additional Information (together, the "Prospectus"), and (iv) the requirements of the 1940 Act and all other applicable federal and state laws and regulations. The parties acknowledge and agree that, absent an instruction from the Adviser, the Sub-Adviser shall have no responsibility for monitoring any portion of the Fund's portfolio that is not being managed by Sub-Adviser, and that as a result the Sub-Adviser will not be responsible for the Fund's compliance with any requirements relating to its portfolio as a whole; (d) The Sub-Adviser shall determine the securities to be purchased or sold by each Fund and as agent for the Trust will effect place portfolio transactions pursuant to its determinations either directly with the issuer or with any broker and/or dealer in such securities, subject to Section 3 below; (e) The Sub-Adviser shall maintain books and records with respect to the securities transactions of each Fund the Sub-Advised Assets and the Sub-Adviser (or the broker, at the Sub-Adviser's discretion) shall render to the Adviser and the Trust's Board of Trustees such periodic and special reports as the Adviser or the Board may reasonably request; and; (f) The Sub-Adviser (or the broker, at the Sub-Adviser's discretion) shall provide the Trust's custodian and fund accountant on each business day with information about Fund securities transactions for which it is responsible, and with such other information relating to the Trust as may be required under the terms of the then-current custody agreement between the Trust and the custodian; (g) With respect to the Sub-Advised Assets, the Sub-Adviser shall respond as quickly as reasonably practicable to any request from the Adviser or the Fund's fund accountant for assistance in obtaining price sources for securities held by the Fund or determining a price when a price source is not available, and shall periodically review the prices used by the fund accountant to determine net asset value and advise the fund accountant promptly if any price appears to be incorrect; (h) With respect to the Sub-Advised Assets, the Sub-Adviser shall vote all proxies solicited by or with respect to the issuers of securities in which assets of the Fund may be invested from time to time. Such proxies will be voted in a manner that the Sub-Adviser deems, in good faith, to be in the best interests of the Fund and in accordance with the Sub-Adviser's proxy voting policy. The Sub-Adviser shall provide a copy of its proxy voting policy, and any amendments thereto, to the Adviser prior to the execution of this Agreement; (i) The Sub-Adviser hereby represents that it has adopted a written code of ethics to ensure compliance with the requirements of Rule 17j-l under the 1940 Act and will provide the Adviser and the Trust with a copy of the code and evidence of its adoption. Within 45 days of the last calendar quarter of each year while this Agreement is in effect, the Sub-Adviser shall provide to the Board a written report that describes any issues arising under the code of ethics since the last report to the Board, including, but not limited to, information about material violations of the code and sanctions imposed in response to the material violations; and which certifies that the Sub-Adviser has adopted procedures reasonably necessary to prevent access persons (as that term is defined in Rule 17j-1) from violating the code; (j) The Sub-Adviser agrees to maintain adequate compliance procedures to ensure its compliance with the 1940 Act, Advisers Act, as amended, and other applicable federal and state regulations. The Sub-Adviser shall provide to the Trust's Chief Compliance Officer the executive summary of its annual written report regarding the Sub-Adviser's compliance program within a reasonable time following preparation of such annual written report.

Sub-Adviser's Duties. Subject to the general supervision of the Trust's ’s Board of Trustees (the "“Board"”) and the Adviser, the Sub-Adviser shall, employing its discretion, manage the investment operations of each Fund and the composition for that portion of the portfolio Funds’ assets that are assigned to the Sub-Adviser by the Adviser for any and all relevant series of securities and investments LoCorr Investment Trust (including cash) belonging to each Fundthe “Sub-Advised Assets”), including the purchase, retention and disposition .disposition thereof and the execution of agreements relating thereto, in accordance with the Fund's Funds’ investment objectiveobjectives, policies and restrictions as stated in the Trust's then-current Funds’ most recent Prospectus and Statement of Additional Information that have been provided to Sub-Adviser by Adviser (together, the "“Prospectus"”) and subject to the following understandings: (a) The Sub-Adviser shall furnish a continuous investment program for each Fund the Sub- Advised Assets and determine from time to time time, with respect to the Sub-Advised Assets, what investments or securities will be purchased, retained or sold by each Fund the Funds and what portion of the assets belonging to each Fund Sub-Advised Assets will be invested or held uninvested as cash; (b) The Sub-Adviser shall use its best judgment in the performance of its duties under this Agreement; (c) The Sub-Adviser, in the performance of its duties and obligations under this AgreementAgreement for the Funds, shall act in conformity with the most recent version of the Trust's ’s Declaration of Trust, its By-Laws and its the Funds’ Prospectus that have been provided to it by the Adviser and with the reasonable instructions and directions of the Trust's ’s Board of Trustees and the Adviser and Adviser, and, with respect to the Sub-Advised Assets, will conform to and comply with the requirements of the 1940 Act and all other applicable federal and state laws and regulations; (d) The Sub-Adviser shall determine the securities to be purchased or sold by each Fund and as agent for the Trust will effect place portfolio transactions pursuant to its determinations either directly with the issuer or with any broker and/or dealer in such securities, subject to Section 3 below; (e) The Sub-Adviser shall maintain books and records with respect to the securities transactions of each Fund the Sub-Advised Assets, and the Sub-Adviser (or the broker, at the Sub-Adviser’s discretion) shall render to the Adviser and the Trust's ’s Board of Trustees such periodic and special reports as set forth on Schedule 2(e) with respect to the Adviser or the Board may request; andSub-Advised Assets; (f) The Sub-Adviser (or the broker, at the Sub-Adviser’s discretion) shall provide the Trust's ’s custodian and fund accountant on each business day with information about transactions in the Sub-Advised Assets, and with such other information relating to the Trust as may be required under the terms of the then-current custody agreement between the Trust and the custodian; (g) The Sub-Adviser shall not have possession or custody of the Sub-Advised Assets. The Trust shall be responsible for all custodial agreements and the payment of all custodial charges and fees and, upon the Sub-Adviser’s instructions to the Funds’ brokers, the Sub- Adviser shall have no responsibility or liability for the acts, omissions or other conduct of any such brokers; (h) With respect to the Sub-Advised Assets, the Sub-Adviser shall respond as quickly as reasonably possible to any request from the Adviser or the Funds’ fund accountant for assistance in obtaining price sources for securities held by the Funds or determining a price when a price source is not available, and shall periodically review the prices used by the fund accountant to determine net asset value and advise the fund accountant promptly if any price appears to be incorrect; (i) With respect to the Sub-Advised Assets, the Sub-Adviser shall vote all proxies solicited by or with respect to the issuers of securities in which assets of the Fund may be invested from time to time. Such proxies will be voted in a manner that the Sub-Adviser deems, in good faith, to be in the best interests of the Funds and in accordance with the Sub-Adviser’s proxy voting policy. The Sub-Adviser shall provide a copy of its proxy voting policy, and any amendments thereto, to the Adviser prior to the execution of this Agreement; 100089983v4 (j) The Sub-Adviser hereby represents that it has adopted a written code of ethics to ensure compliance with the requirements of Rule 17j-1 under the 1940 Act and will provide the Adviser and the Trust with a copy of the code and evidence of its adoption. Within 45 days of the last calendar quarter of each year while this Agreement is in effect, the Sub-Adviser shall provide to the Board a written report that describes any issues arising under the code of ethics since. the last report to the Board, including, but not limited to, information about material violations of the code and sanctions imposed in response to the material violations; and which certifies that the Sub-Adviser has adopted procedures reasonably necessary to prevent access persons (as that term is defined in Rule 17j-1) from violating the code; (k) The Sub-Adviser agrees to maintain adequate compliance procedures to ensure its compliance with the 1940 Act, Advisers Act, as amended, and other applicable federal and state regulations. The Sub-Adviser shall provide to the Trust’s Chief Compliance Officer the executive summary of its annual written report regarding the Sub-Adviser’s compliance program within a reasonable time following preparation of such annual written report.

Sub-Adviser's Duties. Subject to the general supervision of the Trust's Board of Trustees (the "Board") and the Adviser, the Sub-Adviser shall, employing its discretion, manage the investment operations of each Fund and the composition for that portion of the portfolio of securities and investments Funds’ assets that are assigned to the Sub-Adviser by the Adviser (including cash) belonging to each Fundthe "Sub-Advised Assets"), including the purchase, retention and disposition thereof and the execution of agreements relating thereto, in accordance with the Fund's Funds’ investment objectiveobjectives, policies and restrictions as stated in the Trust's then-current Funds’ most recent Prospectus and Statement of Additional Information that have been provided to Sub-Adviser by Adviser (together, the "Prospectus") a manner similar to that which the Sub-Adviser manages assets on behalf of BCM Weston, L.P. and subject to the following understandings: (a) The Sub-Adviser shall furnish a continuous investment program for each Fund the Sub-Advised Assets and determine from time to time time, with respect to the Sub-Advised Assets, what investments or securities will be purchased, retained or sold by each Fund the Funds and what portion of the assets belonging to each Fund Sub-Advised Assets will be invested or held uninvested as cash; (b) The Sub-Adviser shall use its best judgment in the performance of its duties under this Agreement; (c) The Sub-Adviser, in the performance of its duties and obligations under this AgreementAgreement for the Funds, shall act in conformity comply with the Trust's Declaration of Trust, its By-Laws and its Prospectus and with the reasonable instructions and directions of the Trust's Board of Trustees and the Adviser Adviser, as may be necessary or appropriate in order for the Funds to be in compliance with (i) the most recent version of the Trust's Declaration of Trust, (ii) the Trust’s By-Laws, (iii) the Fund's investment objectives, policies and will conform to restrictions as stated in the Fund's most recent Prospectus and comply with Statement of Additional Information (together, the "Prospectus"), and (iv) the requirements of the 1940 Act and all other applicable federal and state laws and regulations. The parties acknowledge and agree that, absent an instruction from the Adviser, the Sub-Adviser shall have no responsibility for monitoring any portion of the Fund’s portfolio that is not being managed by Sub-Adviser, and that as a result the Sub-Adviser will not be responsible for the Fund’s compliance with any requirements relating to its portfolio as a whole; (d) The Sub-Adviser shall determine the securities to be purchased or sold by each Fund and as agent for the Trust will effect place portfolio transactions pursuant to its determinations either directly with the issuer or with any broker and/or dealer in such securities, subject to Section 3 below; (e) The Sub-Adviser shall maintain books and records with respect to the securities transactions of each Fund the Sub-Advised Assets and the Sub-Adviser (or the broker, at the Sub-Adviser’s discretion) shall render to the Adviser and the Trust's Board of Trustees such periodic and special reports as the Adviser or the Board may reasonably request; and; (f) The Sub-Adviser (or the broker, at the Sub-Adviser’s discretion) shall provide the Trust's custodian and fund accountant on each business day with information about Fund securities transactions for which it is responsible, and with such other information relating to the Trust as may be required under the terms of the then-current custody agreement between the Trust and the custodian; (g) With respect to the Sub-Advised Assets, the Sub-Adviser shall respond as quickly as reasonably practicable to any request from the Adviser or the Funds’ fund accountant for assistance in obtaining price sources for securities held by the Funds or determining a price when a price source is not available, and shall periodically review the prices used by the fund accountant to determine net asset value and advise the fund accountant promptly if any price appears to be incorrect; (h) With respect to the Sub-Advised Assets, the Sub-Adviser shall vote all proxies solicited by or with respect to the issuers of securities in which assets of the Funds may be invested from time to time. Such proxies will be voted in a manner that the Sub-Adviser deems, in good faith, to be in the best interests of the Funds and in accordance with the Sub-Adviser's proxy voting policy. The Sub-Adviser shall provide a copy of its proxy voting policy, and any amendments thereto, to the Adviser prior to the execution of this Agreement; (i) The Sub-Adviser hereby represents that it has adopted a written code of ethics to ensure compliance with the requirements of Rule 17j-1 under the 1940 Act and will provide the Adviser and the Trust with a copy of the code and evidence of its adoption. Within 45 days of the last calendar quarter of each year while this Agreement is in effect, the Sub-Adviser shall provide to the Board a written report that describes any issues arising under the code of ethics since the last report to the Board, including, but not limited to, information about material violations of the code and sanctions imposed in response to the material violations; and which certifies that the Sub-Adviser has adopted procedures reasonably necessary to prevent access persons (as that term is defined in Rule 17j-1) from violating the code; (j) The Sub-Adviser agrees to maintain adequate compliance procedures to ensure its compliance with the 1940 Act, Advisers Act, as amended, and other applicable federal and state regulations. The Sub-Adviser shall provide to the Trust's Chief Compliance Officer the executive summary of its annual written report regarding the Sub-Adviser's compliance program within a reasonable time following preparation of such annual written report. (k) The Sub-Adviser , during the term of this Agreement, agrees to maintain its registration as an investment adviser with the Securities and Exchange Commission under the Advisers Act.

Sub-Adviser's Duties. Subject to the general supervision and oversight of the Trust's ’s Board of Trustees (the "“Board"”) and the Adviser, the Sub-Adviser shall, employing its discretion, manage the investment operations of each the Fund and the composition of the portfolio of securities and investments (including cash) belonging to each the Fund, including the purchase, retention and disposition thereof and the execution of agreements relating thereto, thereto in accordance with the Fund's ’s investment objective, policies and restrictions as stated in the Trust's Fund’s then-current Prospectus and Statement of Additional Information (together, the "“Prospectus"”) and subject to the following understandings: (a) The Sub-Adviser shall furnish a continuous investment program for each the Fund and determine from time to time what investments or securities will be purchased, retained or sold by each the Fund and what portion of the assets belonging to each the Fund will be invested or held uninvested as cash; (b) The Sub-Adviser shall use its best judgment in the performance of its duties under this Sub-Advisory Agreement; (c) The Sub-Adviser, in the performance of its duties and obligations under this AgreementSub-Advisory Agreement for the Fund, shall act in conformity with the Trust's Declaration ’s declaration of Trusttrust, its Byby-Laws laws and its Prospectus the Fund’s prospectus and with the reasonable instructions and directions of the Trust's ’s Board of Trustees and the Adviser Adviser, and will conform to and comply with the requirements of the 1940 Act and all other applicable federal and state laws and regulations; (d) The Sub-Adviser shall determine the securities to be purchased or sold by each the Fund and as agent for the Trust will effect place portfolio transactions pursuant to its determinations either directly with the issuer or with any broker and/or dealer in such securities, subject to Section 3 paragraph heading: Execution of Purchase and Sale Orders below; (e) The Sub-Adviser shall maintain books and records with respect to the securities transactions of each the Fund and shall render to the Adviser adviser and the Trust's ’s Board of Trustees such periodic and special reports as the Adviser or the Board board may reasonably request; and; (f) The Sub-Adviser shall provide the Trust's ’s custodian and fund accountant on each business day with information about the Fund’ securities transactions, and with such other information relating to the Trust as may be required under the terms of the then-current custody agreement between the Trust and the custodian; (g) The Sub-Adviser shall respond promptly to any request from the Adviser or the Fund’ fund accountant for assistance in obtaining price sources for securities held by the Fund or determining a price when a price source is not available, and promptly review the prices used by the Fund’ accountant to determine net asset value and advise the Fund’s accountant promptly if any price appears to be incorrect; (h) The Sub-Adviser shall be responsible for: (1) directing the manner in which proxies solicited by issuers of securities beneficially owned by the Fund shall be voted, and (2) making any elections relative to any mergers, acquisitions, tender offers, bankruptcy proceedings or other type events pertaining to the securities held by the Fund; (i) The Sub-Adviser hereby represents that it has adopted a written code of ethics complying with the requirements of rule 17j-1 under the 1940 Act and will provide the Adviser and the Trust with a copy of the code and evidence of its adoption. Within 45 days of the last calendar quarter of each year while the Sub-Advisory Agreement is in effect, the Sub-Adviser shall provide to the board a written report that describes any issues arising under the code of ethics since the last report to the board, including, but not limited to, information about material violations of the code and sanctions imposed in response to the material violations; and which certifies that the sub-adviser has adopted procedures reasonably necessary to prevent access persons (as that term is defined in rule 17j-1) from violating the code; (j) The Sub-Adviser agrees to maintain adequate compliance procedures to ensure its compliance with the 1940 Act, the Investment Advisers Act of 1940, as amended, and other applicable federal and state regulations. The Sub-Adviser shall provide to the Trust’s chief compliance officer an annual written report regarding the sub-adviser’s compliance program; (k) The Sub-Adviser may aggregate sales and purchase orders of the assets of the Fund with similar orders being made simultaneously for other accounts advised by the Sub-Adviser or its affiliates, if orders are allocated in a manner deemed equitable by the Sub-Adviser among the accounts and at a price averaged. The Sub-Adviser agrees that (i) it will not aggregate transactions unless aggregation is consistent with its duty to seek best execution; (ii) no account will be favored over any other account; (iii) each account participating in an aggregated order will participate at the average share price for all transactions in that security or a given business day, with transaction costs shared pro-rata based on each account’s participation in the transaction; and (iv) allocations will be made in accordance with the Sub-Adviser’s compliance policies and procedures.

Sub-Adviser's Duties. Subject to the general supervision and oversight of the Trust's Board of Trustees (the "Board") and the Adviser, the Sub-Adviser shall, employing its discretion, manage the investment operations of each the Fund and the composition of all of the portfolio of securities and investments (including cash) belonging to each the Fund, including the purchase, retention and disposition thereof and the execution of agreements relating thereto, thereto in accordance with the Fund's ’s investment objective, policies and restrictions as stated in the Trust's Fund’s then-current Prospectus and Statement of Additional Information (together, the "“Prospectus"”) and subject to the following understandings: (a) The Sub-Adviser shall furnish a continuous investment program for each the Fund and determine from time to time what investments or securities will be purchased, retained or sold by each the Fund and what portion of the assets belonging to each the Fund will be invested or held uninvested as cash; (b) The Sub-Adviser shall use its best judgment in the performance of its duties under this Agreement; (c) The Sub-Adviser, in the performance of its duties and obligations for the Fund under this Agreement, shall act in conformity with the Trust's Declaration ’s declaration of Trusttrust, its Byby-Laws laws and its the Fund’s Prospectus and with the reasonable instructions and directions of the Trust's Board of Trustees and the Adviser Adviser, and will conform to and comply with the requirements of the 1940 Act and all other applicable federal and state laws and regulations; (d) The Sub-Adviser shall determine the securities and other investments to be purchased or sold by each the Fund and as agent for the Trust will effect place portfolio transactions pursuant to its determinations either directly with the issuer or with any broker and/or dealer in such securitiessecurities and other investments, subject to Section 3 the paragraph entitled “Execution of Purchase and Sale Orders” below; (e) The Sub-Adviser shall maintain books and records with respect to the securities investment transactions of each the Fund and shall render provide to the Adviser and the Trust's Board of Trustees such periodic and special reports as the Adviser or the Board may reasonably request; and; (f) The Sub-Adviser shall provide the Trust's ’s custodian and fund accounting agent on each business day with information about the Fund’s investment transactions, and with such other information relating to the Trust as may be required under the terms of the then-current custody agreement between the Trust and the custodian; (g) The Sub-Adviser shall respond promptly to any request from the Adviser or the Fund’s accounting agent for assistance in obtaining price sources for investments held by the Fund or determining a price when a price source is not available, and promptly review the prices used by the Fund’s accountant to determine net asset value and advise the Fund’s accountant promptly if any price appears to be incorrect; (h) The Sub-Adviser shall provide such information and assistance as may be required to enable the Adviser to fulfill its obligations under the Trust’s Liquidity Risk Management Program including, but not limited to, review of all liquidity determinations regarding the Fund’s holdings; (i) The Sub-Adviser shall be responsible for: (1) directing the manner in which proxies solicited by issuers of investments beneficially owned by the Fund shall be voted, and (2) making any elections relative to any mergers, acquisitions, tender offers, bankruptcy proceedings or other types of events pertaining to the investments held by the Fund; (j) The Sub-Adviser hereby represents that it has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act (the “Code”) and will provide the Adviser and the Trust with a copy of the Code and evidence of its adoption. Within 45 days of the last calendar quarter of each year while the Agreement is in effect, the Sub-Adviser shall provide to the Board a written report that describes any issues arising under the Code since the last report to the Board, including, but not limited to, information about material violations of the Code and sanctions imposed in response to the material violations, and which certifies that the Sub-Adviser has adopted procedures reasonably necessary to prevent access persons (as that term is defined in Rule 17j-1 under the 0000 Xxx) from violating the Code; and (k) The Sub-Adviser agrees to maintain adequate compliance procedures to ensure its compliance with the 1940 Act, the Advisers Act, as amended, and other applicable federal and state regulations. The Sub-Adviser shall provide to the Trust’s chief compliance officer an annual written report regarding the Sub-Adviser’s compliance program consistent with its obligations under the Advisers Act.

Sub-Adviser's Duties. Subject to the general supervision of the Trust's Board of Trustees (the "Board") and the Adviser, the Sub-Adviser shall, employing its discretion, manage the investment operations of each Fund and for the composition of the portfolio of securities and investments (including cash) belonging to each FundSub-Advised Assets, including the purchase, retention and disposition thereof and the execution of agreements relating thereto, in accordance with the Fund's investment objectiveobjectives, policies and restrictions as stated in the TrustFund's then-current most recent Prospectus and Statement of Additional Information that have been provided to the Sub-Adviser by the Adviser (together, the "Prospectus") and subject to the following understandings: (a) The Sub-Adviser shall furnish a continuous investment program for each Fund the Sub-Advised Assets and determine from time to time in its discretion, with respect to the Sub-Advised Assets, what investments or securities will be purchased, retained or sold by each the Fund and what portion of the assets belonging to each Fund Sub-Advised Assets will be invested or held uninvested as cash; (b) The Sub-Adviser shall use its best commercially reasonable judgment in the performance of its duties under this Agreement; (c) The Sub-Adviser, in the performance of its duties and obligations under this AgreementAgreement for the Fund, shall act in conformity with the Trustmost recent version of the Fund's Declaration of Trust, its By-Laws and its Prospectus that has been provided to it by the Adviser and with the reasonable instructions and directions of the Trust's Board of Trustees and the Adviser Adviser, and subject to the oversight of the Board and the Adviser, and will conform to and comply with the requirements of the 1940 Act and all other applicable federal and state laws and regulations; (d) The Sub-Adviser shall determine the securities to be purchased or sold by each Fund and as agent for the Trust will effect place portfolio transactions pursuant to its determinations either directly with the issuer or with any broker and/or dealer in such securities, subject to Section 3 below; (e) The Sub-Adviser shall maintain books and records with respect to the securities transactions of each Fund the Sub-Advised Assets and shall render to the Adviser and the Trust's Board of Trustees such periodic and special reports as the Adviser or the Board may reasonably request; and; (f) The Sub-Adviser shall provide have the authority to instruct the Trust's custodian and fund accountant on each business day to: (i) pay cash or cash equivalents for securities and other property delivered for the Fund, (ii) deliver or accept delivery of, upon receipt of payment or payment upon receipt of, securities, commodities or other property underlying any futures or options contracts, and other property purchased or sold for the Fund; (iii) deposit margin or collateral which shall include the transfer of money, securities or other property to the extent necessary to meet the obligations of the Fund with respect to any investments made pursuant to the Trust’s registration statement, provided, however, that unless otherwise approved by the Adviser, any such deposit of margin or collateral shall be effected by transfer or segregation within an account maintained for the Fund by its custodian subject to a control agreement, acceptable in form and substance to the Adviser, pursuant to which such custodian agrees and accepts entitlement, orders or instructions from the secured party with respect to such margin or collateral. (g) With respect to the Sub-Advised Assets, the Sub-Adviser shall provide reasonable assistance to the Adviser and the Fund's fund accountant in order to help obtain price sources for securities held by the Fund and to help determine a price when a price source is not available. The Sub-Adviser shall provide reasonable assistance to the fund accountant in reviewing the prices used to determine the net asset value of the Sub-Advised Assets and advise the fund accountant promptly if any such price appears to be incorrect. Notwithstanding the foregoing, the Adviser understands and agrees that it, and not the Sub-Adviser or any of its affiliates, shall be ultimately responsible for the valuation of all portfolio securities held by the Fund. The Sub-Adviser will maintain adequate records with respect to securities valuation information provided hereunder, and shall provide such information relating to the Trust as Adviser upon request; (h) With respect to the Sub-Advised Assets, the Sub-Adviser shall vote all proxies solicited by or with respect to the issuers of securities in which assets of the Fund may be required invested from time to time. Such proxies will be voted in a manner that the Sub-Adviser deems, in good faith, to be in the best interests of the Fund and in accordance with the Sub-Adviser's proxy voting policy. The Sub-Adviser shall provide a copy of its proxy voting policy, and any amendments thereto, to the Adviser prior to the execution of this Agreement; (i) The Sub-Adviser hereby represents that it has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the terms 1940 Act and will provide the Adviser and the Trust with a copy of such code and evidence of its adoption. Within 45 days of the thenlast calendar quarter of each year while this Agreement is in effect, the Sub-current custody agreement between Adviser shall provide to the Trust Board a written report that describes any material issues arising under the code of ethics since the last report to the Board, including, but not limited to, information about material violations of the code and sanctions imposed in response to the custodianmaterial violations; and which certifies that the Sub-Adviser has adopted procedures reasonably necessary to prevent access persons (as that term is defined in Rule 17j-1) from violating the code; (j) The Sub-Adviser agrees to maintain adequate compliance procedures to ensure its compliance with the 1940 Act, the Investment Advisers Act of 1940, as amended, and other applicable federal and state regulations. The Sub-Adviser shall provide to the Trust's Chief Compliance Officer the executive summary of its annual written report regarding the Sub-Adviser's compliance program.

Sub-Adviser's Duties. Subject to the general supervision of the Trust's Board of Trustees (the "Board") and the Adviser, the Sub-Adviser shall, employing its discretion, manage the investment operations of each Fund and the composition of the portfolio of securities and investments (including cash) belonging to each a Fund, including the purchase, retention and disposition thereof and the execution of agreements relating thereto, in accordance with the each Fund's ’s investment objective, policies and restrictions as stated in the Trust's Funds’ then-current Prospectus and Statement of Additional Information (together, the "“Prospectus"”) and subject to the following understandings: (a) The Sub-Adviser shall furnish a continuous investment program for each Fund and determine from time to time what investments or securities will be purchased, retained or sold by each a Fund and what portion of the assets belonging to each a Fund will be invested or held uninvested un-invested as cash; (b) The Sub-Adviser shall use its best judgment in the performance of its duties under this Agreementagreement; (c) The Sub-Adviser, in the performance of its duties and obligations under this Agreementagreement for a Fund, shall act in conformity with the Trust's Declaration ’s declaration of Trusttrust, its Byby-Laws laws and its Prospectus the Funds’ prospectus and with the reasonable instructions and directions of the Trust's Board of Trustees and the Adviser Adviser, and will conform to and comply with the requirements of the 1940 Act and all other applicable federal and state laws and regulations; (d) The Sub-Adviser shall determine the securities to be purchased or sold by each a Fund and as agent for the Trust will effect place portfolio transactions pursuant to its determinations either directly with the issuer or with any broker and/or dealer in such securities, subject to Section 3 paragraph heading: Execution of Purchase and Sale Orders below; (e) The Sub-Adviser shall maintain books and records with respect to the securities transactions of each a Fund and shall render to the Adviser and the Trust's Board of Trustees such periodic and special reports as the Adviser or the Board may reasonably request; and; (f) The Sub-Adviser shall provide the Trust's ’s custodian and fund accountant on each business day with information about a Fund’s securities transactions, and with such other information relating to the Trust as may be required under the terms of the then-current custody agreement between the Trust and the custodian; (g) The Sub-Adviser shall respond promptly to any request from the Adviser or the Funds’ fund accountant for assistance in obtaining price sources for securities held by a Fund or determining a price when a price source is not available, and promptly review the prices used by the Funds’ accountant to determine net asset value and advise the Funds’ accountant promptly if any price appears to be incorrect. The final price of any security will be determined in accordance with the Trust’s fair value procedures; (h) The Sub-Adviser shall be responsible for: (i) directing the manner in which proxies solicited by issuers of securities beneficially owned by a Fund shall be voted, and (ii) making any elections relative to any mergers, acquisitions, tender offers, bankruptcy proceedings or other type events pertaining to the securities held by a Fund; (i) The Sub-Adviser hereby represents that it has adopted a written code of ethics complying with the requirements of rule 17j-1 under the 1940 Act and will provide the Adviser and the Trust with a copy of the code and evidence of its adoption. Within 45 days of the last calendar quarter of each year while this agreement is in effect, the Sub-Adviser shall provide to the board a written report that describes any issues arising under the code of ethics since the last report to the board, including, but not limited to, information about material violations of the code and sanctions imposed in response to the material violations; and which certifies that the sub-adviser has adopted procedures reasonably necessary to prevent access persons (as that term is defined in rule 17j-1) from violating the code; (j) The Sub-Adviser agrees to maintain adequate compliance procedures to ensure its compliance with the 1940 Act, the Advisers Act and other applicable federal and state regulations. The Sub-Adviser shall provide to the Trust’s chief compliance officer an annual written report regarding the sub-adviser’s compliance program. (k) The Adviser has delivered to the Sub-Adviser copies of (i) the Trust’s Trust Instrument and Bylaws, (ii) the Trust’s Registration Statement, all exhibits thereto, and all amendments thereto filed with the SEC pursuant to the Securities Act of 1933, as amended (the “Securities Act”), or the 1000 Xxx, (xxx) the Trust’s current Prospectuses and Statements of Additional Information of the Funds, and (iv) all procedures adopted by the Trust with respect to a Fund (i.e., repurchase agreement procedures), and shall promptly furnish the Sub-Adviser with all amendments of or supplements to the foregoing. The Trust shall deliver to the Sub-Adviser (a) a certified copy of the resolution of the Board appointing the Sub-Adviser and authorizing the execution and delivery of this Agreement, (b) a copy of all proxy statements and related materials relating to a Fund, and (c) any other documents, materials or information that the Sub-Adviser shall reasonably request to enable it to perform its duties pursuant to this Agreement. The Adviser shall furnish to the Sub-Adviser a copy of each amendment of or supplement to the foregoing promptly after the adoption of each amendment or supplement. (l) The Sub-Adviser has delivered to the Adviser and the Trust (i) a copy of its Form ADV as most recently filed with the SEC. The Sub-Adviser shall promptly furnish the Adviser and Trust with all amendments of or supplements to the foregoing at least annually.

Sub-Adviser's Duties. Subject to the general supervision of the Trust's Board of Trustees (the "Board") and the AdviserManager, the Sub-Adviser shall, employing its discretion, manage the investment operations of each the Fund and the composition of the portfolio of securities and investments (including cash) belonging to each the Fund, including the purchase, retention and disposition thereof and the execution of agreements relating thereto, in accordance with the Fund's ’s investment objective, policies and restrictions as stated in the Trust's Fund’s then-current Prospectus and Statement of Additional Information (together, the "“Prospectus"”) and subject to the following understandings: (a) The Sub-Adviser shall furnish a continuous investment program for each the Fund and determine from time to time what investments or securities will be purchased, retained or sold by each the Fund and what portion of the assets belonging to each the Fund will be invested or held uninvested as cash; (b) The Sub-Adviser shall use its best judgment in the performance of its duties under this Agreement; (c) The Sub-Adviser, in the performance of its duties and obligations under this Agreement, shall act in conformity with the Trust's ’s Agreement and Declaration of Trust, its By-Laws (if any) and its Prospectus and Statement of Additional Information, as well as with the instructions and directions of the Trust's ’s Board of Trustees and the Manager. The Sub-Adviser and also will conform to and comply with the requirements of the Investment Company Act of 1940, as amended (the “1940 Act Act”) and all other applicable federal and state laws and regulations; (d) The Sub-Adviser shall determine the securities to be purchased or sold by each the Fund and as agent for the Trust will effect portfolio transactions pursuant to its determinations either directly with the issuer or with any broker and/or dealer in such securities, subject to Section 3 below; (e) The Sub-Adviser will be responsible for voting proxies with respect to securities held by the Fund and reporting the Fund’s proxy voting record to the Trust’s administrator in the form required by SEC Form N-PX; (f) The Sub-Adviser shall maintain books and records with respect to the securities transactions of each the Fund and shall render to the Adviser Manager and the Trust's ’s Board of Trustees such periodic and special reports as the Adviser Manager or the Board may request; and (fg) The Sub-Adviser shall provide the Trust's ’s custodian with such information relating to the Trust as may be required under the terms of the then-current custody agreement between the Trust and the custodian.

Sub-Adviser's Duties. Subject to the general supervision of the TrustFund's Board of Trustees (the "Board") and the AdviserManager, the Sub-Adviser shall, employing will provide a continuous investment program for each Series' portfolio and determine in its discretion, manage the investment operations of each Fund and discretion the composition of the portfolio assets of securities and investments (including cash) belonging to each FundSeries' portfolio, including determination of the purchase, retention retention, or sale of the securities, cash, and disposition thereof other investments contained in the portfolio. The Sub-Adviser will provide investment research and conduct a continuous program of evaluation, investment, sales, and reinvestment of each Series' assets by determining the execution securities and other investments that shall be purchased, entered into, sold, closed, or exchanged for the Series; when these transactions should be executed; and what portion of agreements relating theretothe assets of the Series should be held in the various securities and other investments in which it may invest. To the extent permitted by the investment policies of each Series, the Sub-Adviser shall make decisions for the Series as to foreign currency matters and make determinations as to and execute and perform foreign currency exchange contracts on behalf of the Series. The Sub-Adviser will provide the services under this Agreement in accordance with the Fund's each Series' investment objectiveobjective or objectives, policies policies, and restrictions as stated in the TrustFund's then-current Prospectus Registration Statement filed with the U.S. Securities and Statement Exchange Commission ("SEC"), as amended, copies of Additional Information (together, the "Prospectus") and subject which shall be sent to the Sub-Adviser by the Manager prior to the commencement of this Agreement and promptly following understandingsany such amendment. The Sub-Adviser further agrees as follows: (a) The Sub-Adviser shall furnish a continuous investment program for each Fund and determine from time to time what investments or securities will be purchased, retained or sold by each Fund and what portion of the assets belonging to each Fund will be invested or held uninvested as cash; (b) The Sub-Adviser shall use its best judgment in the performance of its duties under this Agreement; (c) The Sub-Adviser, in the performance of its duties and obligations under this Agreement, shall act in conformity with the Trust's Declaration of Trust, its By-Laws and its Prospectus and with the instructions and directions of the Trust's Board of Trustees and the Adviser and will conform to and comply with the requirements of (1) the 1940 Act and all rules and regulations thereunder; (2) all other applicable federal and state laws and regulations;; (3) any applicable procedures adopted by the Fund's Board of Trustees in accordance with the foregoing, of which the Sub-Adviser has been sent a copy; and (4) the provisions of the Registration Statement of the Fund filed under the Securities Act of 1933, as amended (the "1933 Act"), and the 1940 Act, as supplemented or amended, of which the Sub-Adviser has received a copy, and with the Manager's portfolio manager operating policies and procedures as in effect on the date hereof, as such policies and procedures may be revised or amended by the Manager and agreed to by the Sub-Adviser. In carrying out its duties under the Sub-Advisory Agreement, the Sub-Adviser will comply with the following policies and procedures: (di) The Sub-Adviser will manage each Series so that it meets the income and asset diversification requirements of Section 851 of the Internal Revenue Code. (ii) The Sub-Adviser will have no duty to vote any proxy solicited by or with respect to the issuers of securities in which assets of the Series are invested unless the Manager gives the Sub-Adviser written instructions to the contrary. The Sub-Adviser will immediately forward any proxy solicited by or with respect to the issuers of securities in which assets of the Series are invested to the Manager or to any agent of the Manager designated by the Manager in writing. The Sub-Adviser will make appropriate personnel available for consultation for the purpose of reviewing with representatives of the Manager and/or the Board of Trustees any proxy solicited by or with respect to the issuers of securities in which assets of the Series are invested. Upon request, the Sub- Adviser will submit a written voting recommendation to the Manager for such proxies. In making such recommendations, the Sub-Adviser shall determine use its good faith judgment to act in the best interests of the Series. The Sub-Adviser shall disclose to the best of its knowledge any conflict of interest with the issuers of securities that are the subject of such recommendation including whether such issuers are clients or are being solicited as clients of the Sub-Adviser or of its affiliates. (iii) In connection with the purchase and sale of securities for each Series, the Sub-Adviser will arrange for the transmission to the custodian and portfolio accounting agent for the Series on a daily basis such confirmation, trade tickets, and other documents and information, including, but not limited to, Cusip, Sedol, or other numbers that identify securities to be purchased or sold by each Fund on behalf of the Series, as may be reasonably necessary to enable the custodian and as portfolio accounting agent to perform its administrative and recordkeeping responsibilities with respect to the Series. With respect to portfolio securities to be settled through the Depository Trust Company, the Sub-Adviser will arrange for the Trust will effect prompt transmission of the confirmation of such trades to the Fund's custodian and portfolio transactions pursuant to its determinations either directly with the issuer or with any broker and/or dealer in such securities, subject to Section 3 below;accounting agent. (eiv) The Sub-Adviser will assist the custodian and portfolio accounting agent for the Fund in determining or confirming, consistent with the procedures and policies stated in the Registration Statement for the Fund or adopted by the Board of Trustees, the value of any portfolio securities or other assets of the Series for which the custodian and portfolio accounting agent seeks assistance from or identifies for review by the Sub-Adviser. The parties acknowledge that the Sub-Adviser is not a custodian of the Series' assets and will not take possession or custody of such assets. (v) The Sub-Adviser will provide the Manager, within a mutually agreed period of time following the end of the second and fourth fiscal quarters of each Series (currently ten (10) days), a commentary (to be subject to review and editing by the Manager) containing a discussion of those factors referred to in Item 5(a) of Form N-1A, promulgated pursuant to the 1933 and 1940 Acts, in respect of both the prior reporting period and the fiscal year to date. The Sub-Adviser will also provide such other periodic reports as the parties may mutually agree to from time to time. (vi) The Sub-Adviser will complete and deliver to the Manager a written compliance checklist in a form provided by the Manager for each month generally by the 10th day of the following month, unless otherwise agreed by the parties. (vii) The Sub-Adviser will complete and deliver to the Manager by the 10th business day of each month a written report on each Series of the Fund that contains the following information as of the immediately previous month's end. (a) A performance comparison to the Series' benchmark listed in the prospectus; (b) Composition of the assets of each Series' portfolio and the impact of key portfolio holdings and industry concentrations on the Series, provided that both parties have mutually agreed upon the content of the industry; and (c) Confirmation of each Series' current investment objective and strategies, as set out in the Prospectus. (viii) Upon reasonable request, the Sub-Adviser shall maintain books participate in portfolio reviews with Morningstar. (ix) During the term of this Agreement, the Sub-Adviser agrees to furnish the Manager at its principal office for prior review and approval by the Manager all written and/or printed materials, including but not limited to, PowerPoint(R) or slide presentations, news releases, advertisements, brochures, fact sheets and other promotional, informational or marketing materials (the "Marketing Materials") prepared for public dissemination, that are produced by the Sub-Adviser or its affiliates in connection with the Series, and Sub-Adviser shall not use any such materials if the Manager reasonably objects in writing within five business days (or such other period as may be mutually agreed) after receipt thereof. Marketing Materials may be furnished to the Manager by first class or overnight mail, facsimile transmission equipment, electronic delivery or hand delivery. The Manager agrees that the Sub-Adviser may identify the Fund and each Series on its client list for public distribution. (x) During the term of this Agreement, the Manager agrees to furnish the Sub-Adviser at its principal office all Registration Materials (and any constituent components of the Registration Materials) and any amendments thereto, proxy statements, reports to shareholders, Marketing Materials or other materials prepared for distribution to shareholders of each Series or the public that refer to the Sub-Adviser in any way, prior to the use thereof, and the Manager shall not use any such materials if the Sub-Adviser reasonably objects in writing within five business days (or such other period as may be mutually agreed) after receipt thereof. The Sub-Adviser's right to object to such materials is limited to the portions of such materials that expressly relate to the Sub-Adviser, its services, performance and strategies. Marketing Materials may be furnished to the Sub-Adviser by first class or overnight mail, facsimile transmission equipment, electronic delivery or hand delivery. (b) The Sub-Adviser will make available to the Fund and the Manager, promptly upon request, any of the Series' investment records and ledgers maintained by the Sub-Adviser (which shall not include the records and ledgers maintained by the custodian or portfolio accounting agent for the Fund) as are necessary to assist the Fund and the Manager to comply with requirements of the 1940 Act and the Investment Advisers Act of 1940, as amended (the "Advisers Act"), as well as other applicable laws. The Sub-Adviser will furnish to regulatory authorities having the requisite authority any information or reports in connection with such services in respect to the securities transactions Series which may be requested in order to ascertain whether the operations of each the Fund are being conducted in a manner consistent with applicable laws and shall render regulations. (c) The Sub-Adviser will provide reports to the Adviser and the TrustFund's Board of Trustees for consideration at meetings of the Board on the investment program for each Series and the issuers and securities represented in each Series' portfolio, and will furnish the Fund's Board of Trustees with respect to each Series such periodic and special reports as the Adviser or the Board may request; and (f) The Sub-Adviser shall provide the Trust's custodian with such information relating to the Trust as may be required under the terms of the then-current custody agreement between the Trust Trustees and the custodianManager may reasonably request.

Sub-Adviser's Duties. Subject to the general supervision of the Trust's Board of Trustees (the "Board") and the Adviser, the Sub-Adviser shall, employing its discretion, manage the investment operations of each the Fund and the composition of the portfolio of securities and investments (including cash) belonging to each the Fund, including the purchase, retention and disposition thereof and the execution of agreements relating thereto, in accordance with the Fund's investment objectiveobjectives, policies and restrictions as stated in the TrustFund's then-current Prospectus and Statement of Additional Information (together, the "Prospectus") and subject to the following understandings: (a) The Sub-Adviser shall furnish a continuous investment program for each the Fund and determine from time to time what investments or securities will be purchased, retained or sold by each the Fund and what portion of the assets belonging to each the Fund will be invested or held uninvested as cash; (b) The Sub-Adviser shall use its best judgment in the performance of its duties under this Agreement; (c) The Sub-Adviser, in the performance of its duties and obligations under this Agreement, shall act in conformity with the Trust's Declaration of Trust, its By-Laws and its the Fund's Prospectus and with the instructions and directions of the Trust's Board of Trustees and the Adviser and will conform to and comply with the requirements of the 1940 Act and all other applicable federal and state laws and regulations; (d) The Sub-Adviser shall determine the securities to be purchased or sold by each the Fund and as agent for the Trust will effect portfolio transactions pursuant to its determinations either directly with the issuer or with any broker and/or dealer in such securities, subject to Section 3 below; (e) The Sub-Adviser shall maintain books and records with respect to the securities transactions of each the Fund and shall render to the Adviser and the Trust's Board of Trustees such periodic and special reports as the Adviser or the Board may request; and (f) The Sub-Adviser shall provide the Trust's custodian with such information relating to the Trust as may be required under the terms of the then-current custody agreement between the Trust and the custodian.

Sub-Adviser's Duties. Subject to the general supervision of the TrustFund's Board of Trustees (the "Board") and the AdviserManager, the Sub-Adviser shall, employing will provide a continuous investment program for each Series' portfolio and determine in its discretion, manage the investment operations of each Fund and discretion the composition of the portfolio assets of securities and investments (including cash) belonging to each FundSeries' portfolio, including determination of the purchase, retention retention, or sale of the securities, cash, and disposition thereof other investments contained in the portfolio. The Sub-Adviser will provide investment research and conduct a continuous program of evaluation, investment, sales, and reinvestment of each Series' assets by determining the execution securities and other investments that shall be purchased, entered into, sold, closed, or exchanged for the Series; when these transactions should be executed; and what portion of agreements relating theretothe assets of the Series should be held in the various securities and other investments in which it may invest. To the extent permitted by the investment policies of each Series, the Sub-Adviser shall make decisions for the Series as to foreign currency matters and make determinations as to and execute and perform foreign currency exchange contracts on behalf of the Series. The Sub-Adviser will provide the services under this Agreement in accordance with the Fund's each Series' investment objectiveobjective or objectives, policies policies, and restrictions as stated in the TrustFund's then-current Prospectus Registration Statement filed with the U.S. Securities and Statement Exchange Commission ("SEC"), as amended, copies of Additional Information (together, the "Prospectus") and subject which shall be sent to the Sub-Adviser by the Manager prior to the commencement of this Agreement and promptly following understandingsany such amendment. The Sub-Adviser further agrees as follows: (a) The Sub-Adviser shall furnish a continuous investment program for each Fund and determine from time to time what investments or securities will be purchased, retained or sold by each Fund and what portion of the assets belonging to each Fund will be invested or held uninvested as cash; (b) The Sub-Adviser shall use its best judgment in the performance of its duties under this Agreement; (c) The Sub-Adviser, in the performance of its duties and obligations under this Agreement, shall act in conformity with the Trust's Declaration of Trust, its By-Laws and its Prospectus and with the instructions and directions of the Trust's Board of Trustees and the Adviser and will conform to and comply with the requirements of (1) the 1940 Act and all rules and regulations thereunder; (2) all other applicable federal and state laws and regulations;; (3) any applicable procedures adopted by the Fund's Board of Trustees in accordance with the foregoing, of which the Sub-Adviser has been sent a copy; and (4) the provisions of the Registration Statement of the Fund filed under the Securities Act of 1933, as amended (the "1933 Act"), and the 1940 Act, as supplemented or amended, of which the Sub-Adviser has received a copy, and with the Manager's portfolio manager operating policies and procedures as in effect on the date hereof, as such policies and procedures may be revised or amended by the Manager and agreed to by the Sub-Adviser. In carrying out its duties under the Sub-Advisory Agreement, the Sub-Adviser will comply with the following policies and procedures: (di) The Sub-Adviser will manage each Series so that it meets the income and asset diversification requirements of Section 851 of the Internal Revenue Code. (ii) The Sub-Adviser will have no duty to vote any proxy solicited by or with respect to the issuers of securities in which assets of the Series are invested unless the Manager gives the Sub-Adviser written instructions to the contrary. The Sub-Adviser will immediately forward any proxy solicited by or with respect to the issuers of securities in which assets of the Series are invested to the Manager or to any agent of the Manager designated by the Manager in writing. The Sub-Adviser will make appropriate personnel available for consultation for the purpose of reviewing with representatives of the Manager and/or the Board of Trustees any proxy solicited by or with respect to the issuers of securities in which assets of the Series are invested. Upon request, the Sub-Adviser will submit a written voting recommendation to the Manager for such proxies. In making such recommendations, the Sub-Adviser shall determine use its good faith judgment to act in the best interests of the Series. The Sub-Adviser shall disclose to the best of its knowledge any conflict of interest with the issuers of securities that are the subject of such recommendation including whether such issuers are clients or are being solicited as clients of the Sub-Adviser or of its affiliates. (iii) In connection with the purchase and sale of securities for each Series, the Sub-Adviser will arrange for the transmission to the custodian and portfolio accounting agent for the Series on a daily basis such confirmation, trade tickets, and other documents and information, including, but not limited to, Cusip, Sedol, or other numbers that identify securities to be purchased or sold by each Fund on behalf of the Series, as may be reasonably necessary to enable the custodian and as portfolio accounting agent to perform its administrative and recordkeeping responsibilities with respect to the Series. With respect to portfolio securities to be settled through the Depository Trust Company, the Sub-Adviser will arrange for the Trust will effect prompt transmission of the confirmation of such trades to the Fund's custodian and portfolio transactions pursuant to its determinations either directly with the issuer or with any broker and/or dealer in such securities, subject to Section 3 below;accounting agent. (eiv) The Sub-Adviser will assist the custodian and portfolio accounting agent for the Fund in determining or confirming, consistent with the procedures and policies stated in the Registration Statement for the Fund or adopted by the Board of Trustees, the value of any portfolio securities or other assets of the Series for which the custodian and portfolio accounting agent seeks assistance from or identifies for review by the Sub-Adviser. The parties acknowledge that the Sub-Adviser is not a custodian of the Series' assets and will not take possession or custody of such assets. (v) The Sub-Adviser will provide the Manager, within a mutually agreed period of time following the end of the second and fourth fiscal quarters of each Series (currently ten (10) days), a commentary (to be subject to review and editing by the Manager) containing a discussion of those factors referred to in Item 5(a) of Form N-1A, promulgated pursuant to the 1933 and 1940 Acts, in respect of both the prior reporting period and the fiscal year to date. The Sub-Adviser will also provide such other periodic reports as the parties may mutually agree to from time to time. (vi) The Sub-Adviser will complete and deliver to the Manager a written compliance checklist in a form provided by the Manager for each month generally by the 10th day of the following month, unless otherwise agreed by the parties. (vii) The Sub-Adviser will complete and deliver to the Manager by the 10th business day of each month a written report on each Series of the Fund that contains the following information as of the immediately previous month's end. (a) A performance comparison to the Series' benchmark listed in the prospectus; (b) Composition of the assets of each Series' portfolio and the impact of key portfolio holdings and industry concentrations on the Series, provided that both parties have mutually agreed upon the content of the industry; and (c) Confirmation of each Series' current investment objective and strategies, as set out in the Prospectus. (viii) Upon reasonable request, the Sub-Adviser shall maintain books participate in portfolio reviews with Morningstar. (ix) During the term of this Agreement, the Sub-Adviser agrees to furnish the Manager at its principal office for prior review and approval by the Manager all written and/or printed materials, including but not limited to, PowerPoint(R)or slide presentations, news releases, advertisements, brochures, fact sheets and other promotional, informational or marketing materials (the "Marketing Materials") prepared for public dissemination, that are produced by the Sub-Adviser or its affiliates in connection with the Series, and Sub-Adviser shall not use any such materials if the Manager reasonably objects in writing within five business days (or such other period as may be mutually agreed) after receipt thereof. Marketing Materials may be furnished to the Manager by first class or overnight mail, facsimile transmission equipment, electronic delivery or hand delivery. The Manager agrees that the Sub-Adviser may identify the Fund and each Series on its client list for public distribution. (x) During the term of this Agreement, the Manager agrees to furnish the Sub-Adviser at its principal office all Registration Materials (and any constituent components of the Registration Materials) and any amendments thereto, proxy statements, reports to shareholders, Marketing Materials or other materials prepared for distribution to shareholders of each Series or the public that refer to the Sub-Adviser in any way, prior to the use thereof, and the Manager shall not use any such materials if the Sub-Adviser reasonably objects in writing within five business days (or such other period as may be mutually agreed) after receipt thereof. The Sub-Adviser's right to object to such materials is limited to the portions of such materials that expressly relate to the Sub-Adviser, its services, performance and strategies. Marketing Materials may be furnished to the Sub-Adviser by first class or overnight mail, facsimile transmission equipment, electronic delivery or hand delivery. (b) The Sub-Adviser will make available to the Fund and the Manager, promptly upon request, any of the Series' investment records and ledgers maintained by the Sub-Adviser (which shall not include the records and ledgers maintained by the custodian or portfolio accounting agent for the Fund) as are necessary to assist the Fund and the Manager to comply with requirements of the 1940 Act and the Investment Advisers Act of 1940, as amended (the "Advisers Act"), as well as other applicable laws. The Sub-Adviser will furnish to regulatory authorities having the requisite authority any information or reports in connection with such services in respect to the securities transactions Series which may be requested in order to ascertain whether the operations of each the Fund are being conducted in a manner consistent with applicable laws and shall render regulations. (c) The Sub-Adviser will provide reports to the Adviser and the TrustFund's Board of Trustees for consideration at meetings of the Board on the investment program for each Series and the issuers and securities represented in each Series' portfolio, and will furnish the Fund's Board of Trustees with respect to each Series such periodic and special reports as the Adviser or the Board may request; and (f) The Sub-Adviser shall provide the Trust's custodian with such information relating to the Trust as may be required under the terms of the then-current custody agreement between the Trust Trustees and the custodianManager may reasonably request.

Sub-Adviser's Duties. Subject to the general supervision and oversight of the Trust's Board of Trustees (the "Board") and the Adviser, the Sub-Adviser shall, employing its discretion, manage the investment operations of each the Fund and the composition of the portfolio of securities and investments (including cash) belonging to each the Fund, including the purchase, retention and disposition thereof and the execution of agreements relating thereto, in accordance with the Fund's ’s investment objective, policies and restrictions as stated in the TrustFund's then-current Prospectus and Statement of Additional Information (together, the "Prospectus") and subject to the following understandings: (a) The Sub-Adviser shall furnish a continuous investment program for each the Fund and determine from time to time what investments or securities will be purchased, retained or sold by each the Fund and what portion of the assets belonging to each the Fund will be invested or held uninvested as cash; (b) The Sub-Adviser shall use its best judgment in the performance of its duties under this Sub-Advisory Agreement; (c) The Sub-Adviser, in the performance of its duties and obligations under this AgreementSub-Advisory Agreement for the Fund, shall act in conformity with the Trust's Declaration declaration of Trusttrust, its Byby-Laws laws and its Prospectus the Fund's prospectus and with the reasonable instructions and directions of the Trust's Board of Trustees and the Adviser Adviser, and will conform to and comply with the requirements of the 1940 Act and all other applicable federal and state laws and regulations; (d) The Sub-Adviser shall determine the securities and other financial instruments to be purchased or sold by each the Fund and as agent for the Trust will effect place portfolio transactions pursuant to its determinations either directly with the issuer or with any broker and/or dealer in such securitiessecurities and other financial instruments, subject to Section 3 paragraph heading: Execution of Purchase and Sale Orders below; (e) The Sub-Adviser shall maintain books and records with respect to the securities and other financial instruments transactions of each the Fund and shall render to the Adviser and the Trust's Board of Trustees such periodic and special reports as the Adviser or the Board board may reasonably request; and; (f) The Sub-Adviser shall provide the Trust's custodian and fund accountant on each business day with information about the Fund’s securities and other financial instruments transactions, and with such other information relating to the Trust as may be reasonably required under the terms of the then-current custody agreement between the Trust and the custodian; (g) The Sub-Adviser shall respond promptly to any request from the Adviser or the Fund’s fund accountant for assistance in obtaining price sources for securities and other financial instruments held by the Fund or determining a price when a price source is not available, and promptly review the prices used by the Fund’ accountant to determine net asset value and advise the Fund’s accountant promptly if any price appears to be incorrect; (h) The Sub-Adviser shall provide such information and assistance as may be reasonably requested by the Adviser to enable it to fulfill its obligations under the Trust’s Liquidity Risk Management Program including, but not limited to, review of all liquidity determinations regarding the Fund’s holdings; (i) The Sub-Adviser shall provide such information and assistance as may be required to enable the Adviser to fulfill its obligations under all existing and future securities regulations including, but not limited to, Rule 18f-4 under the 1940 Act; (j) The Sub-Adviser shall be responsible for: (1) directing the manner in which proxies solicited by issuers of securities beneficially owned by the Fund shall be voted, and (2) making any elections relative to any mergers, acquisitions, tender offers, bankruptcy proceedings or other type events pertaining to the securities held by the Fund; (k) The Sub-Adviser hereby represents that it has adopted a written code of ethics complying with the requirements of rule 17j-1 under the 1940 Act and will provide the Adviser and the Trust with a copy of the code and evidence of its adoption. Within 45 days of the last calendar quarter of each year while this Sub-Advisory Agreement is in effect, the Sub-Adviser shall provide to the board a written report that describes any issues arising under the code of ethics since the last report to the board, including, but not limited to, information about material violations of the code and sanctions imposed in response to the material violations; and which certifies that the sub-adviser has adopted procedures reasonably necessary to prevent access persons (as that term is defined in rule 17j-1) from violating the code; and (l) The Sub-Adviser agrees to maintain compliance policies and procedures that are reasonably designed to prevent violations of the 1940 Act, the Investment Advisers Act of 1940, as amended, and other applicable federal and state regulations. The Sub-Adviser shall provide to the Trust's chief compliance officer an annual written report regarding the sub-adviser's compliance program.

Sub-Adviser's Duties. Subject to the general supervision of the Trust's Board of Trustees (the "Board") and the Adviser, the Sub-Adviser shall, employing its discretion, manage the investment operations of each Fund and the composition for that portion of the portfolio of securities and investments Fund's assets that are assigned to the Sub-Adviser by the Adviser (including cash) belonging to each Fundthe "Sub-Advised Assets"), including the purchase, retention and disposition thereof and the execution of agreements relating thereto, in accordance with the Fund's Funds’ investment objectiveobjectives, policies and restrictions as stated in the Trust's then-current Funds' most recent Prospectus and Statement of Additional Information that have been provided to Sub-Adviser by Adviser (together, the "Prospectus") and subject to the following understandings: (a) The Sub-Adviser shall furnish a continuous investment program for each Fund the Sub-Advised Assets and determine from time to time time, with respect to the Sub-Advised Assets, what investments or securities will be purchased, retained or sold by each Fund the Funds and what portion of the assets belonging to each Fund Sub-Advised Assets will be invested or held uninvested as cash; (b) The Sub-Adviser shall use its best judgment in the performance of its duties under this Agreement; (c) The Sub-Adviser, in the performance of its duties and obligations under this AgreementAgreement for the Funds, shall act in conformity with the most recent version of the Trust's Declaration of Trust, its By-Laws and its the Funds' Prospectus that have been provided to it by the Adviser and with the reasonable instructions and directions of the Trust's Board of Trustees and the Adviser Adviser, and will conform to and comply with the requirements of the 1940 Act and all other applicable federal and state laws and regulations; (d) The Sub-Adviser shall determine the securities to be purchased or sold by each Fund and as agent for the Trust will effect place portfolio transactions pursuant to its determinations either directly with the issuer or with any broker and/or dealer in such securities, subject to Section 3 below; (e) The Sub-Adviser shall maintain books and records with respect to the securities transactions of each Fund the Sub-Advised Assets and shall render to the Adviser and the Trust's Board of Trustees such periodic and special reports as the Adviser or the Board may reasonably request; and; (f) The Sub-Adviser shall provide the Trust's custodian and fund accountant on each business day with information about Fund securities transactions for which it is responsible, and with such other information relating to the Trust as may be required under the terms of the then-current custody agreement between the Trust and the custodian; (g) With respect to the Sub-Advised Assets, the Sub-Adviser shall respond as quickly as reasonably possible to any request from the Adviser or the Funds' fund accountant for assistance in obtaining price sources for securities held by the Funds or determining a price when a price source is not available, and shall periodically review the prices used by the fund accountant to determine net asset value and advise the fund accountant promptly if any price appears to be incorrect; (h) With respect to the Sub-Advised Assets, the Sub-Adviser shall vote all proxies solicited by or with respect to the issuers of securities in which assets of the Funds may be invested from time to time. Such proxies will be voted in a manner that the Sub-Adviser deems, in good faith, to be in the best interests of the Funds and in accordance with the Sub-Adviser's proxy voting policy. The Sub-Adviser shall provided a copy of its proxy voting policy, and any amendments thereto, to the Adviser prior to the execution of this Agreement; (i) The Sub-Adviser hereby represents that it has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and will provide the Adviser and the Trust with a copy of the code and evidence of its adoption. Within 45 days of the last calendar quarter of each year while this Agreement is in effect, the Sub-Adviser shall provide to the Board a written report that describes any issues arising under the code of ethics since the last report to the Board, including, but not limited to, information about material violations of the code and sanctions imposed in response to the material violations; and which certifies that the Sub-Adviser has adopted procedures reasonably necessary to prevent access persons (as that term is defined in Rule 17j-1) from violating the code; (j) The Sub-Adviser agrees to maintain adequate compliance procedures to ensure its compliance with the 1940 Act, the Investment Advisers Act of 1940, as amended, and other applicable federal and state regulations. The Sub-Adviser shall provide to the Trust's Chief Compliance Officer the executive summary of its annual written report regarding the Sub-Adviser's compliance program.

Sub-Adviser's Duties. Subject to the general supervision and oversight of the Trust's Board of Trustees (the "Board") and the Adviser, the Sub-Adviser shall, employing its discretion, manage the investment operations of each the Fund and the composition of all of the portfolio of securities and investments (including cash) belonging to each the Fund, including the purchase, retention and disposition thereof and the execution of agreements relating thereto, thereto in accordance with the Fund's ’s investment objective, policies and restrictions as stated in the Trust's Fund’s then-current Prospectus and Statement of Additional Information (together, the "“Prospectus"”) and subject to the following understandings: (a) The Sub-Adviser shall furnish a continuous investment program for each the Fund and determine from time to time what investments or securities will be purchased, retained or sold by each the Fund and what portion of the assets belonging to each the Fund will be invested or held uninvested as cash; (ba) The Sub-Adviser shall use its best judgment in the performance of its duties under this Agreementagreement; (cb) The Sub-Adviser, in the performance of its duties and obligations under this Agreementagreement for the Fund, shall act in conformity with the Trust's Declaration declaration of Trusttrust, its Byby-Laws laws and its Prospectus the Fund's prospectus and with the reasonable instructions and directions of the Trust's Board of Trustees and the Adviser Adviser, and will conform to and comply with the requirements of the 1940 Act and all other applicable federal and state laws and regulations; (db) The Sub-Adviser shall determine the securities and other investments to be purchased or sold by each the Fund and as agent for the Trust will effect place portfolio transactions pursuant to its determinations either directly with the issuer or with any broker and/or dealer in such securitiessecurities and other investments, subject to Section 3 paragraph entitled “Execution of Purchase and Sale Orders” below; (ec) The Sub-Adviser shall maintain books and records with respect to the securities investment transactions of each the Fund and shall render to the Adviser and the Trust's Board of Trustees such periodic and special reports as the Adviser or the Board may reasonably request; and; (fd) The Sub-Adviser shall provide the Trust's ’s custodian and fund accounting agent on each business day with information about the Fund’s investment transactions, and with such other information relating to the Trust as may be required under the terms of the then-current custody agreement between the Trust and the custodian.; (e) The Sub-Adviser shall respond promptly to any request from the Adviser or the Fund’s accounting agent for assistance in obtaining price sources for investments held by the Fund or determining a price when a price source is not available, and promptly review the prices used by the Fund’s accountant to determine net asset value and advise the Fund’s accountant promptly if any price appears to be incorrect; (f) The Sub-Adviser shall be responsible for: (1) directing the manner in which proxies solicited by issuers of investments beneficially owned by the Fund shall be voted, and (2) making any elections relative to any mergers, acquisitions, tender offers, bankruptcy proceedings or other types of events pertaining to the investments held by the Fund; (g) The Sub-Adviser hereby represents that it has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and will provide the Adviser and the Trust with a copy of the code and evidence of its adoption. Within 45 days of the last calendar quarter of each year while the Sub-Advisory Agreement is in effect, the Sub-Adviser shall provide to the Board a written report that describes any issues arising under the code of ethics since the last report to the Board, including, but not limited to, information about material violations of the code and sanctions imposed in response to the material violations, and which certifies that the Sub-Adviser has adopted procedures reasonably necessary to prevent access persons (as that term is defined in Rule 17j-1) from violating the code; (h) The Sub-Adviser agrees to maintain adequate compliance procedures to ensure its compliance with the 1940 Act, the Advisers Act, as amended, and other applicable federal and state regulations. The Sub-Adviser shall provide to the Trust’s chief compliance officer an annual written report regarding the Sub-Adviser’s compliance program consistent with its obligations under the Advisers Act;

Sub-Adviser's Duties. Subject to the general supervision of the Trust's Board of Trustees (the "Board") and the Adviser, the Sub-Adviser shall, employing its discretion, manage the investment operations of each Fund and the composition reinvestment for that portion of the portfolio of securities and investments Funds’ assets that are assigned to the Sub-Adviser by the Adviser (including cash) belonging to each Fundthe "Sub-Advised Assets"), including the purchase, retention and disposition thereof and the execution of agreements relating thereto, in accordance with the Fund's Funds’ investment objectiveobjectives, policies and restrictions as stated disclosed in the Trust's thenFunds’ Prospectus, using similar or substantially similar investment strategies that, as of the date of this Agreement, are currently used by the Sub-current Prospectus Adviser with respect to the Fund(s) listed on Schedule 1 hereto, and Statement any written investment guidelines of Additional Information the Funds that (togetheri) have been approved by the Board, (ii) are disclosed in the "Prospectus", and (iii) have been provided to the Sub-Adviser, and subject to the following understandings: (a) The Sub-Adviser shall furnish a continuous investment program for each Fund the Sub-Advised Assets and determine from time to time time, with respect to the Sub-Advised Assets, what investments or securities will be purchased, retained or sold by each Fund the Funds and what portion of the assets belonging to each Fund Sub-Advised Assets will be invested or held uninvested as cash; (b) The Sub-Adviser shall use its best judgment in the performance of its duties under this Agreement; (c) The Sub-Adviser, in the performance of its duties and obligations under this Agreement, shall act comply with the reasonable written instructions and directions of the Board, which instructions and directions shall not be inconsistent with the Prospectus, as the Adviser reasonably determines may be necessary or appropriate in conformity order for the Funds to be in compliance with (i) the most recent version of the Trust's Declaration of Trust, its (ii) the Trust’s By-Laws Laws, (iii) the Funds' investment objectives, policies and its Prospectus restrictions as stated in the Prospectus, and with the instructions and directions of the Trust's Board of Trustees and the Adviser and will conform to and comply with the (iv) applicable requirements of the 1940 Act and all other applicable federal and state laws and regulations. The parties acknowledge and agree that the Sub-Adviser shall have no responsibility for monitoring any portion of the Funds’ portfolio that is not being managed by Sub-Adviser, and that as a result the Sub-Adviser will not be responsible for the Funds’ compliance with any requirements relating to its portfolio as a whole; (d) The Sub-Adviser shall determine the securities to be purchased or sold by each Fund and as agent for the Trust will effect place portfolio transactions pursuant to its determinations either directly with the issuer or with any broker and/or dealer in such securities, subject to Section 3 below; (e) The Sub-Adviser shall maintain books and records with respect to the securities transactions of each Fund the Sub-Advised Assets as it is required to maintain pursuant to Rules 31a-1 and 31a-2 under the 1940 Act. The Sub-Adviser (or the broker, at the Sub-Adviser’s discretion) shall render to the Adviser and the Trust's Board of Trustees such periodic and special reports as the Adviser or the Board may reasonably request; and; (f) The Sub-Adviser (or the broker, at the Sub-Adviser’s discretion) shall provide the Trust's custodian and fund accountant on each business day with such information relating to about securities transactions under the Trust Sub-Adviser’s control as the custodian and fund accountant may be required reasonably require under the terms of the then-current custody agreement between the Trust and the custodian; (g) With respect to the Sub-Advised Assets, the Sub-Adviser shall respond as quickly as reasonably practicable to any request from the Adviser or the fund accountant for assistance in obtaining price sources for securities held by the Funds or determining a price when a price source is not available, and shall periodically review the prices used by the fund accountant to determine net asset value and advise the fund accountant promptly if any price appears to be incorrect, but in no event shall the Sub-Adviser be responsible for determining the final valuation of an asset; (h) With respect to the Sub-Advised Assets, the Sub-Adviser shall vote all proxies solicited by or with respect to the issuers of securities in which assets of the Funds may be invested from time to time. Such proxies will be voted in accordance with the Sub-Adviser's proxy voting policy, a copy of which has been provided to the Board. The Sub-Adviser shall provide a copy of its proxy voting policy, and any amendments thereto, to the Adviser prior to the execution of this Agreement; (i) The Sub-Adviser hereby represents that it has adopted a written code of ethics (the “code”) to ensure compliance with the requirements of Rule 17j-1 under the 1940 Act and will provide the Adviser and the Board with a copy of the code and evidence of its adoption. Within 45 days of the last calendar quarter of each year while this Agreement is in effect, the Sub-Adviser shall provide to the Board a written report that describes any issues arising under the code since the last report to the Board, including, but not limited to, information about material violations of the code and sanctions imposed in response to the material violations; and which certifies that the Sub-Adviser has adopted procedures reasonably necessary to prevent access persons (as that term is defined in Rule 17j-1) from violating the code; (j) The Sub-Adviser agrees to maintain adequate compliance procedures to ensure its compliance with applicable provisions of the 1940 Act, the Advisers Act and other applicable federal and state regulations, which procedures have been reviewed and approved by the Board of Trustees of the Trust. The Sub-Adviser shall, following the effective date of this Agreement, provide to the Trust's Chief Compliance Officer an executive summary of its next completed annual written report regarding the Sub-Adviser's compliance program within a reasonable time following preparation of such annual written report. (k) The Sub-Adviser, during the term of this Agreement, agrees to maintain its registration as an investment adviser with the SEC under the Advisers Act. (l) The Sub-Adviser, during the term of this Agreement, shall promptly notify the Adviser of any circumstance that could materially impede the ability of the Sub-Adviser to perform its services as described in this Agreement. Such circumstances, to be determined in the Sub-Adviser’s sole discretion, could include, but are not limited to, items such as: litigation or regulatory actions pertaining to the Sub-Adviser or any of its key employees and any material operational disruptions caused by the loss of functionality for key employees or systems.

Sub-Adviser's Duties. Subject to the general supervision of the Trust's Board of Trustees (the "Board") and the Adviser, the Sub-Adviser shall, employing its discretioneither on a discretionary and/or non-discretionary basis, manage a certain portion of the investment operations assets of each Fund the Fund, as determined by the Adviser, and the composition of the portfolio of securities and investments (including cash) belonging to each the Fund, including the purchase, retention and disposition thereof and the execution of agreements relating thereto, in accordance with the Fund's ’s investment objective, policies and restrictions as stated in the Trust's then-current Fund’s Prospectus and Statement of Additional Information (togethercollectively, as currently in effect and as amended or supplemented, the "“Prospectus"”) and subject to the following understandings: (a) The Sub-Adviser shall furnish a continuous investment program for each the Fund and determine from time to time what investments or securities will be purchased, retained or sold by each the Fund and what portion of the assets belonging to each the Fund will be invested or held uninvested un-invested as cash. The continuous investment program for the Fund, as provided by the Sub-Adviser, will be mutually agreed upon by the Adviser and Sub-Adviser and is subject to change; (b) The Sub-Adviser shall use its best judgment in the performance of its duties under this Agreement; (c) The Sub-Adviser, in the performance of its duties and obligations under this Agreementagreement for the Fund, shall act in conformity with the Trust's ’s Declaration of Trust, its By-Laws and its the Prospectus and with the reasonable instructions and directions of the Trust's Board of Trustees and the Adviser Adviser, and will conform to and comply with the requirements of the 1940 Act and all other applicable federal and state laws and regulations; (dc) The Sub-Adviser shall may determine the securities to be purchased or sold by each the Fund and as agent for the Trust will effect may place portfolio transactions pursuant to its determinations either directly with the issuer or with any broker and/or dealer in such securities, subject to Section 3 paragraph heading: Execution of Purchase and Sale Orders below; (ed) The Sub-Adviser shall maintain books and records of all recommendations made pursuant to this Agreement and to the extent is given discretionary authority with respect to the securities transactions of each the Fund and shall render to the Adviser and the Trust's Board of Trustees such periodic and special reports as the Adviser or the Board may reasonably request; and; (fe) The Sub-Adviser shall provide the Trust's ’s custodian and fund accountant on each business day with information about the Fund’s securities transactions, and with such other information relating to the Trust as may be required under the terms of the then-current custody agreement between the Trust and the custodian; (f) The Sub-Adviser shall respond promptly to any request from the Adviser or the Fund’s accountant for assistance in obtaining price sources for securities held by a Fund or determining a price when a price source is not available, and promptly review the prices used by the Fund’s accountant to determine net asset value and advise the Fund’s accountant promptly if any price appears to be incorrect. The final price of any security will be determined in accordance with the Trust’s fair value procedures; (g) The Sub-Adviser shall not be responsible for: (i) directing the manner in which proxies solicited by issuers of securities beneficially owned by the Fund shall be voted, and (ii) making any elections relative to any mergers, acquisitions, tender offers, bankruptcy proceedings or other type events pertaining to the securities held by the Fund; (h) The Sub-Adviser hereby represents that it has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and will provide the Adviser and the Trust with a copy of the code and evidence of its adoption. Within 45 days of the last calendar quarter of each year while this agreement is in effect, the Sub-Adviser shall provide to the Board a written report that describes any issues arising under the code of ethics since the last report to the Board, including, but not limited to, information about material violations of the code and sanctions imposed in response to the material violations; and which certifies that the Sub-Adviser has adopted procedures reasonably necessary to prevent access persons (as that term is defined in Rule 17j-1) from violating the code; (i) The Sub-Adviser agrees to maintain adequate compliance procedures reasonably designed to ensure its compliance in all material respects with the 1940 Act, the Advisers Act and other applicable federal and state regulations. The Sub-Adviser shall provide to the Trust’s chief compliance officer an annual written report regarding the sub-adviser’s compliance program. (j) The Adviser has delivered to the Sub-Adviser copies of (i) the Trust’s Declaration of Trust and Bylaws, (ii) the Trust’s Registration Statement, all exhibits thereto, and all amendments thereto filed with the SEC pursuant to the Securities Act of 1933, as amended (the “Securities Act”), or the 1940 Act, (iii) the Prospectus, and (iv) all procedures adopted by the Trust with respect to the Fund (i.e., repurchase agreement procedures). The Trust shall deliver to the Sub-Adviser (a) a certified copy of the resolution of the Board appointing the Sub-Adviser and authorizing the execution and delivery of this Agreement, (b) a copy of all proxy statements and related materials relating to the Fund, and (c) any other documents, materials or information that the Sub-Adviser shall reasonably request to enable it to perform its duties pursuant to this Agreement or to comply with applicable laws. The Sub-Adviser may disclose only that portion of the information which is advised by legal counsel that is required by law to be disclosed. The Adviser shall furnish, to the extent practicable, to the Sub-Adviser a copy of each amendment of or supplement to the foregoing reasonably in advance of the adoption of each amendment or supplement. (k) The Sub-Adviser has delivered to the Adviser and the Trust a copy of its Form ADV as most recently filed with the SEC. The Sub-Adviser shall promptly furnish the Adviser and Trust with all amendments of or supplements to the foregoing at least annually. The Parties agree that the duties and liabilities under this Agreement related to the execution of securities transactions for the Fund will only apply to the Sub-Adviser to the extent the Sub-Adviser exercises discretionary authority over such portfolio or portion thereof.

Sub-Adviser's Duties. Subject to the general supervision of the Trust's Board of Trustees (the "Board") and the Adviser, the Sub-Adviser shall, employing its discretion, manage the investment operations of each the Fund and the composition of the portfolio of securities and investments (including cash) belonging to each the Fund, including the purchase, retention and disposition thereof and the execution of agreements relating thereto, in accordance with the Fund's investment objectiveobjectives, policies and restrictions as stated in the TrustFund's then-current Prospectus and Statement of Additional Information (together, the "Prospectus") and subject to the following understandings: (a) The Sub-Adviser shall furnish a continuous investment program for each the Fund and determine from time to time what investments or securities will be purchased, retained or sold by each the Fund and what portion of the assets belonging to each the Fund will be invested or held uninvested as cash; (b) The Sub-Adviser shall use its best judgment in the performance of its duties under this Agreement;; 9919 10/6/99 4:07 PM (c) The Sub-Adviser, in the performance of its duties and obligations under this Agreement, shall act in conformity with the Trust's Declaration of Trust, its By-Laws and its the Fund's Prospectus and with the instructions and directions of the Trust's Board of Trustees and the Adviser and will conform to and comply with the requirements of the 1940 Act and all other applicable federal and state laws and regulations; (d) The Sub-Adviser shall determine the securities to be purchased or sold by each the Fund and as agent for the Trust will effect portfolio transactions pursuant to its determinations either directly with the issuer or with any broker and/or dealer in such securities, subject to Section 3 below; (e) The Sub-Adviser shall maintain books and records with respect to the securities transactions of each the Fund and shall render to the Adviser and the Trust's Board of Trustees such periodic and special reports as the Adviser or the Board may request; and (f) The Sub-Adviser shall provide the Trust's custodian with such information relating to the Trust as may be required under the terms of the then-current custody agreement between the Trust and the custodian.

Sub-Adviser's Duties. Subject to the general supervision of the TrustFund's Board of Trustees Directors (the "Board") and the Adviser, the Sub-Adviser shall, employing its discretion, manage the investment operations of each the Fund and the composition of the portfolio of securities and investments (including cash) belonging to each the Fund, including the purchase, retention and disposition thereof and the execution of agreements relating thereto, in accordance with the Fund's ’s investment objective, policies and restrictions as stated in the TrustFund's then-current Prospectus and Statement of Additional Information (together, the "Prospectus") and subject to the following understandings: (a) The Sub-Adviser shall furnish a continuous investment program for each the Fund and determine from time to time what investments or securities will be purchased, retained or sold by each the Fund and what portion of the assets belonging to each the Fund will be invested or held uninvested as cash; (b) The Sub-Adviser shall use its best judgment in the performance of its duties under this Agreementagreement; (c) The Sub-Adviser, in the performance of its duties and obligations under this Agreementagreement for the Fund, shall act in conformity with the TrustFund’s Memorandum and Articles of Association and the Fund's Declaration of Trust, its By-Laws and its Prospectus prospectus and with the reasonable instructions and directions of the TrustFund's Board of Trustees Directors and the Adviser Adviser, and will conform to and comply with the requirements of the 1940 Act and all other applicable federal and state laws and regulations; (d) The Sub-Adviser shall determine the securities and other INVESTMENTS to be purchased or sold by each the Fund and as agent for the Trust will effect place portfolio transactions pursuant to its determinations either directly with the issuer or with any broker and/or dealer in such securitiessecurities and other investments, subject to Section 3 paragraph heading: Execution of Purchase and Sale Orders below; (e) The Sub-Adviser shall maintain books and records with respect to the securities investment transactions of each the Fund and shall render to the Adviser and the Trust's Fund’s Board of Trustees Directors such periodic and special reports as the Adviser or the Board may reasonably request; and; (f) The Sub-Adviser shall provide the TrustFund's custodian and fund accountant on each business day with information about the Fund’s investment transactions, and with such other information relating to the Trust Fund as may be required under the terms of the then-current custody agreement between the Trust Fund and the custodian; g) The Sub-Adviser shall respond promptly to any request from the Adviser or the Fund’s fund accountant for assistance in obtaining price sources for investments held by the Fund or determining a price when a price source is not available, and promptly review the prices used by the Fund’s accountant to determine net asset value and advise the Fund’s accountant promptly if any price appears to be incorrect; h) The Sub-Adviser shall be responsible for: (1) directing the manner in which proxies solicited by issuers of investments beneficially owned by the Fund shall be voted; , and (2) making any elections relative to any mergers, acquisitions, tender offers, bankruptcy proceedings or other type events pertaining to the investments held by the Fund; i) The Sub-Adviser hereby represents that it has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and will provide the Adviser and the Fund with a copy of the code and evidence of its adoption. j) The Sub-Adviser agrees to maintain adequate compliance procedures relative to its compliance with the 1940 Act, the Advisers Act, as amended, and other applicable federal and state regulations. The Sub-Adviser shall provide to the Fund’s chief compliance officer an annual written report regarding the Sub-Adviser’s compliance program consistent with its obligations under the Advisers Act. The chief compliance officer shall remain responsible for ensuring Fund compliance with the 1940 Act. The Sub-Adviser’s role relative to 1940 Act compliance shall be limited to those requirements expressly pertaining to Sub-Adviser’s sub-investment management services to the Fund.