Common use of Sub-Advisers Clause in Contracts

Sub-Advisers. The Investment Adviser may delegate certain of its responsibilities hereunder with respect to provision of the investment advisory services set forth in Section 3(a) above to one or more other parties (each such party, a “Sub-Adviser”), pursuant in each case to a written agreement with such Sub-Adviser that meets the requirements of Section 15 of the 1940 Act and rules thereunder applicable to contracts for service as investment adviser of a registered investment company (including without limitation the requirements for approval by the Board of Directors of the Fund and the shareholders of the Portfolio), subject, however, to such exemptions as may be granted by the U.S. Securities and Exchange Commission upon application or by rule. Such Sub-Adviser may (but need not) be affiliated with the Investment Adviser. Any delegation of services pursuant to this Section 3(b) shall be subject to the following conditions: 1. Any fees or compensation payable to any Sub-Adviser shall be paid by the Investment Adviser and no additional obligation may be incurred on the Fund’s behalf to any Sub-Adviser; except that any Fund expenses that may be incurred by the Investment Adviser and paid by the Fund to the Investment Adviser directly may be incurred by the Sub-Adviser and paid by the Fund to the Sub-Adviser directly, so long as such payment arrangements are approved by the Fund and the Investment Adviser prior to the Sub-Adviser’s incurring such expenses. 2. If the Investment Adviser delegates its responsibilities to more than one Sub-Adviser, the Investment Adviser shall be responsible for assigning to each Sub-Adviser that portion of the assets of the Portfolio for which the Sub-Adviser is to act as Sub-Adviser, subject to the approval of the Fund’s Board of Directors. 3. To the extent that any obligations of the Investment Adviser or any Sub-Adviser require any service provider of the Fund or Portfolio to furnish information or services, such information or services shall be furnished by the Fund’s or the Portfolio’s service providers directly to both the Investment Adviser and any Sub-Adviser.

Sub-Advisers. The Investment Adviser may delegate certain of its responsibilities hereunder with respect to provision of the investment advisory services set forth in Section 3(a) above to one or more other parties (each such party, a “Sub-Adviser”), pursuant in each case to a written agreement with such Sub-Adviser that meets the requirements of Section 15 of the 1940 Act and rules thereunder applicable to contracts for service as investment adviser of a registered investment company (including without limitation the requirements for approval by the Board of Directors of the Fund and the shareholders of the Portfolio), subject, however, to such exemptions as may be granted by the U.S. Securities and Exchange Commission upon application or by rule. Such Sub-Adviser may (but need not) be affiliated with the Investment Adviser. Any delegation of services pursuant to this Section 3(b) shall be subject to the following conditions: 1. Any fees or compensation payable to any Sub-Adviser shall be paid by the Investment Adviser and no additional obligation may be incurred on the FundCompany’s behalf to any Sub-Adviser; except that any Fund Company expenses that may be incurred by the Investment Adviser and paid by the Fund Company to the Investment Adviser directly may be incurred by the Sub-Adviser and paid by the Fund Company to the Sub-Adviser directly, so long as such payment arrangements are approved by the Fund Company and the Investment Adviser prior to the Sub-Adviser’s incurring such expenses. 2. If the Investment Adviser delegates its responsibilities to more than one Sub-Adviser, the Investment Adviser shall be responsible for assigning to each Sub-Adviser that portion of the assets of the Portfolio Company for which the Sub-Adviser is to act as Sub-Adviser, subject to the approval of the FundCompany’s Board and the Trust’s Boards of DirectorsTrustees. 3. To the extent that any obligations of the Investment Adviser or any Sub-Adviser require any service provider of the Fund or Portfolio Company to furnish information or services, such information or services shall be furnished by the Fund’s or the PortfolioCompany’s service providers directly to both the Investment Adviser and any Sub-Adviser.

Sub-Advisers. The Investment Adviser may delegate certain of its responsibilities hereunder with respect to provision of the investment advisory services set forth in Section 3(a) above to one or more other parties (each such party, a “Sub-Adviser”), pursuant in each case to a written agreement with such Sub-Adviser that meets the requirements of Section 15 of the 1940 Act and rules thereunder applicable to contracts for service as investment adviser of a registered investment company (including without limitation the requirements for approval by the Board of Directors of the Fund and the shareholders of the Portfolio), subject, however, to such exemptions as may be granted by the U.S. Securities and Exchange Commission upon application or by rule. Such Sub-Adviser may (but need not) be affiliated with the Investment Adviser. Any delegation of services pursuant to this Section 3(b) shall be subject to the following conditions: 1. Any fees or compensation payable to any Sub-Adviser shall be paid by the Investment Adviser and no additional obligation may be incurred on the FundCompany’s behalf to any Sub-Adviser; except that any Fund Company expenses that may be incurred by the Investment Adviser and paid by the Fund Company to the Investment Adviser directly may be incurred by the Sub-Adviser and paid by the Fund Company to the Sub-Adviser directly, so long as such payment arrangements are approved by the Fund Company and the Investment Adviser prior to the Sub-Adviser’s incurring such expenses. 2. If the Investment Adviser delegates its responsibilities to more than one Sub-Adviser, the Investment Adviser shall be responsible for assigning to each Sub-Adviser that portion of the assets of the Portfolio Company for which the Sub-Adviser is to act as Sub-Adviser, subject to the approval of the Company’s and the Fund’s Board Boards of Directors. 3. To the extent that any obligations of the Investment Adviser or any Sub-Adviser require any service provider of the Fund or Portfolio Company to furnish information or services, such information or services shall be furnished by the Fund’s or the PortfolioCompany’s service providers directly to both the Investment Adviser and any Sub-Adviser.

Sub-Advisers. The Investment Adviser may delegate certain of its responsibilities hereunder with respect to provision of the investment advisory services set forth in Section 3(a) above to one or more other parties (each such party, a “Sub-Adviser”), pursuant in each case to a written agreement with such Sub-Adviser that meets the requirements of Section 15 of the 1940 Act and rules thereunder applicable to contracts for service as investment adviser of a registered investment company (including without limitation the requirements for approval by the Board of Directors Trustees of the Fund and the shareholders of the Portfolio), subject, however, to such exemptions as may be granted by the U.S. Securities and Exchange Commission upon application or by rule. Such Sub-Adviser may (but need not) be affiliated with the Investment Adviser. Any delegation of services pursuant to this Section 3(b) shall be subject to the following conditions: 1. Any fees or compensation payable to any Sub-Adviser shall be paid by the Investment Adviser and no additional obligation may be incurred on the Fund’s behalf to any Sub-Adviser; except that any Fund expenses that may be incurred by the Investment Adviser and paid by the Fund to the Investment Adviser directly may be incurred by the Sub-Adviser and paid by the Fund to the Sub-Adviser directly, so long as such payment arrangements are approved by the Fund and the Investment Adviser prior to the Sub-Adviser’s incurring such expenses. 2. If the Investment Adviser delegates its responsibilities to more than one Sub-Adviser, the Investment Adviser shall be responsible for assigning to each Sub-Adviser that portion of the assets of the Portfolio for which the Sub-Adviser is to act as Sub-Adviser, subject to the approval of the Fund’s Board of DirectorsTrustees. 3. To the extent that any obligations of the Investment Adviser or any Sub-Adviser require any service provider of the Fund or Portfolio to furnish information or services, such information or services shall be furnished by the Fund’s or the Portfolio’s service providers directly to both the Investment Adviser and any Sub-Adviser.

Sub-Advisers. The Investment Adviser may delegate certain of its responsibilities hereunder with respect to provision of the investment advisory services set forth in Section 3(a) above to one or more other parties (each such party, a “Sub-Adviser”), pursuant in each case to a written agreement with such Sub-Adviser that meets the requirements of Section 15 of the 1940 Act and rules thereunder applicable to contracts for service as investment adviser of a registered investment company (including without limitation the requirements for approval by the Board of Directors of the Fund and the shareholders of the each Portfolio), subject, however, to such exemptions as may be granted by the U.S. Securities and Exchange Commission upon application or by rule. Such Sub-Adviser may (but need not) be affiliated with the Investment Adviser. Any delegation of services pursuant to this Section 3(b) shall be subject to the following conditions: 1. Any fees or compensation payable to any Sub-Adviser shall be paid by the Investment Adviser and no additional obligation may be incurred on the Fund’s behalf to any Sub-Adviser; except that any Fund expenses that may be incurred by the Investment Adviser and paid by the Fund to the Investment Adviser directly may be incurred by the Sub-Adviser and paid by the Fund to the Sub-Adviser directly, so long as such payment arrangements are approved by the Fund and the Investment Adviser prior to the Sub-Adviser’s incurring such expenses. 2. If the Investment Adviser delegates its responsibilities to more than one Sub-Adviser, the Investment Adviser shall be responsible for assigning to each Sub-Adviser that portion of the assets of the each Portfolio for which the Sub-Adviser is to act as Sub-Adviser, subject to the approval of the Fund’s Board of Directors. 3. To the extent that any obligations of the Investment Adviser or any Sub-Adviser require any service provider of the Fund or any Portfolio to furnish information or services, such information or services shall be furnished by the Fund’s or the Portfolio’s service providers directly to both the Investment Adviser and any Sub-Adviser.

Sub-Advisers. The Investment Adviser may delegate certain of its responsibilities hereunder with respect to provision of the investment advisory services set forth in Section 3(a) above to one or more other parties (each such party, a “Sub-Adviser”), pursuant in each case to a written agreement with such Sub-Adviser that meets the requirements of Section 15 of the 1940 Act and rules thereunder applicable to contracts for service as investment adviser of a registered investment company (including without limitation the requirements for approval by the Board of Directors Trustees of the Fund and the shareholders of the each Portfolio), subject, however, to such exemptions as may be granted by the U.S. Securities and Exchange Commission upon application or by rule. Such Sub-Adviser may (but need not) be affiliated with the Investment Adviser. Any delegation of services pursuant to this Section 3(b) shall be subject to the following conditions: 1. Any fees or compensation payable to any Sub-Adviser shall be paid by the Investment Adviser and no additional obligation may be incurred on the Fund’s behalf to any Sub-Adviser; except that any Fund expenses that may be incurred by the Investment Adviser and paid by the Fund to the Investment Adviser directly may be incurred by the Sub-Adviser and paid by the Fund to the Sub-Adviser directly, so long as such payment arrangements are approved by the Fund and the Investment Adviser prior to the Sub-Adviser’s incurring such expenses. 2. If the Investment Adviser delegates its responsibilities to more than one Sub-Adviser, the Investment Adviser shall be responsible for assigning to each Sub-Adviser that portion of the assets of the each Portfolio for which the Sub-Adviser is to act as Sub-Adviser, subject to the approval of the Fund’s Board of DirectorsTrustees. 3. To the extent that any obligations of the Investment Adviser or any Sub-Adviser require any service provider of the Fund or any Portfolio to furnish information or services, such information or services shall be furnished by the Fund’s or the Portfolio’s service providers directly to both the Investment Adviser and any Sub-Adviser.

Sub-Advisers. The Investment Adviser may delegate certain of its responsibilities hereunder with respect to provision of the investment advisory services set forth in Section 3(a) above to one or more other parties (each such party, a “Sub-Adviser”), pursuant in each case to a written agreement with such Sub-Adviser that meets the requirements of Section 15 of the 1940 Act and rules thereunder applicable to contracts for service as investment adviser of a registered investment company (including without limitation the requirements for approval by the Board of Directors of the Fund and the shareholders of the Portfolio), subject, however, to such exemptions as may be granted by the U.S. Securities and Exchange Commission upon application or by rule. Such Sub-Adviser may (but need not) be affiliated with the Investment Adviser. Any delegation of services pursuant to this Section 3(b) shall be subject to the following conditions: 1. Any fees or compensation payable to any Sub-Adviser shall be paid by the Investment Adviser and no additional obligation may be incurred on the FundCompany’s behalf to any Sub-Adviser; except that any Fund Company expenses that may be incurred by the Investment Adviser and paid by the Fund Company to the Investment Adviser directly may be incurred by the Sub-Adviser and paid by the Fund Company to the Sub-Adviser directly, so long as such payment arrangements are approved by the Fund Company and the Investment Adviser prior to the Sub-Adviser’s incurring such expenses. 2. If the Investment Adviser delegates its responsibilities to more than one Sub-Adviser, the Investment Adviser shall be responsible for assigning to each Sub-Adviser that portion of the assets of the Portfolio Company for which the Sub-Adviser is to act as Sub-Adviser, subject to the approval of the FundCompany’s Board of DirectorsDirectors and the Trust’s Boards of Trustees. 3. To the extent that any obligations of the Investment Adviser or any Sub-Adviser require any service provider of the Fund or Portfolio Company to furnish information or services, such information or services shall be furnished by the Fund’s or the PortfolioCompany’s service providers directly to both the Investment Adviser and any Sub-Adviser.

Sub-Advisers. The Investment Adviser may delegate certain of its responsibilities hereunder with respect to provision of the investment advisory services set forth in Section 3(a) above to one or more other parties (each such party, a “Sub-Adviser”), pursuant in each case to a written agreement with such Sub-Adviser that meets the requirements of Section 15 of the 1940 Act and rules thereunder applicable to contracts for service as investment adviser of a registered investment company (including without limitation the requirements for approval by the Board of Directors of the Fund and the shareholders of the Portfolio), subject, however, to such exemptions as may be granted by the U.S. Securities and Exchange Commission upon application or by rule. Such Sub-Adviser may (but need not) be affiliated with the Investment Adviser. Any delegation of services pursuant to this Section 3(b) shall be subject to the following conditions: 1. Any fees or compensation payable to any Sub-Adviser shall be paid by the Investment Adviser and no additional obligation may be incurred on the Fund’s behalf to any Sub-Adviser; except that any Fund expenses that may be incurred by the Investment Adviser and paid by the Fund to the Investment Adviser directly may be incurred by the Sub-Adviser and paid by the Fund to the Sub-Adviser directly, so long as such payment arrangements are approved by the Fund and the Investment Adviser prior to the Sub-Adviser’s incurring such expenses. 2. If the Investment Adviser delegates its responsibilities to more than one Sub-Adviser, the Investment Adviser shall be responsible for assigning to each Sub-Sub- Adviser that portion of the assets of the Portfolio for which the Sub-Adviser is to act as Sub-Adviser, subject to the approval of the Fund’s Board of Directors. 3. To the extent that any obligations of the Investment Adviser or any Sub-Adviser require any service provider of the Fund or Portfolio to furnish information or services, such information or services shall be furnished by the Fund’s or the Portfolio’s service providers directly to both the Investment Adviser and any Sub-Adviser.

Sub-Advisers. The Investment Adviser may delegate certain Subject to the prior approval of its responsibilities hereunder with respect to provision a majority of the investment advisory services set forth in Section 3(a) above to one or more other parties (each such partymembers of the Trust’s Board, including a majority of the Board members who are not “Sub-Adviser”), pursuant in each case to a written agreement with such Sub-Adviser that meets interested” within the requirements of Section 15 meaning of the 1940 Act and rules thereunder applicable to contracts for service as investment adviser of a registered investment company (including without limitation the requirements for approval by the “Independent Board of Directors of the Fund and the shareholders of the PortfolioMembers”), subjectAdviser may, howeverthrough a sub-advisory agreement or other arrangement, to such exemptions as may be granted by the U.S. Securities and Exchange Commission upon application or by rule. Such Sub-Adviser may (but need not) be affiliated with the Investment Adviser. Any delegation of services pursuant to this Section 3(b) shall be subject to the following conditions: 1. Any fees or compensation payable delegate to any Sub-Adviser shall be paid by the Investment Adviser and no additional obligation may be incurred on the Fund’s behalf to any Sub-Adviser; except that any Fund expenses that may be incurred by the Investment Adviser and paid by the Fund to the Investment Adviser directly may be incurred by the Sub-Adviser and paid by the Fund to the Sub-Adviser directly, so long as such payment arrangements are approved by the Fund and the Investment Adviser prior to the Sub-other company under Adviser’s incurring control, or under common control with Adviser, or to specified employees of any such expenses. 2. If the Investment Adviser delegates its responsibilities companies, or to more than one Subsuch company, to the extent permitted by applicable law, certain of Adviser’s duties enumerated in section 2 hereof; provided, that Adviser shall continue to supervise and oversee the services provided by such company or employees and any such delegation shall not relieve Adviser of any of its obligations hereunder. Subject to the prior approval of a majority of the members of the Trust’s Board, including a majority of the Independent Board Members, Adviser may, through a sub-Adviseradvisory agreement, delegate to any other company that is not an “affiliated person” (as defined in the 1▇▇▇ ▇▇▇) of Adviser or of the Trust (other than by reason of serving as an investment adviser to the Trust) (each a “sub-adviser”), to the extent permitted by applicable law, certain of the duties enumerated in section 2 hereof; provided, that Adviser shall continue to supervise and oversee the services provided by such sub-adviser and any such delegation shall not relieve Adviser of any of its obligations hereunder. Subject to the provisions of this Agreement, the Investment Adviser shall be responsible for assigning to each Subduties of any sub-Adviser that adviser or delegate, the portion of the portfolio assets of the Portfolio for which Trust that the Subsub-adviser or delegate shall manage and the fees to be paid to the sub-adviser or delegate by Adviser is under and pursuant to act as Subany sub-advisory agreement or other arrangement entered into in accordance with this Agreement may be adjusted from time to time by Adviser, subject to the prior approval of the Fund’s Board of Directors. 3. To the extent that any obligations a majority of the Investment Adviser or any Sub-Adviser require any service provider of the Fund or Portfolio to furnish information or services, such information or services shall be furnished by the Fund’s or the Portfolio’s service providers directly to both the Investment Adviser and any Sub-AdviserIndependent Board Members.

Sub-Advisers. The Investment Adviser may delegate certain any or all of its responsibilities hereunder with respect to provision of the investment advisory services set forth in Section 3(a) above to one or more other parties (each such party, a “Sub-Adviser”), pursuant in each case to a written agreement with such Sub-Adviser that meets the requirements of Section 15 of the 1940 Act and rules thereunder applicable to contracts for service as investment adviser of a registered investment company (including without limitation the requirements for approval by the Board of Directors of the Fund and the shareholders of the Portfolio), subject, however, to such exemptions as may be granted by the U.S. Securities and Exchange Commission upon application or by rule. Such Sub-Adviser may (but need not) be affiliated with the Investment Adviser. Any delegation of services pursuant to this Section 3(b) shall be subject to the following conditions: 1. Any fees or compensation payable to any Sub-Adviser shall be paid directly to a Sub-Adviser by the Investment Adviser and no additional obligation may be incurred on Portfolio pursuant to the Fund’s behalf to any terms of a Sub-Advisory Agreement with such Sub-Adviser; except that any Fund expenses that may be incurred by the . 2. The Investment Adviser and paid by shall be responsible for overseeing the Fund to the Investment Adviser directly may be incurred by the performance of any Sub-Adviser and paid by the Fund to the Sub-Adviser directly, so long as such payment arrangements are approved by the Fund and the Investment Adviser prior to the recommending changes of a Sub-Adviser’s incurring such expenses, if appropriate. 23. If the Investment Adviser delegates its responsibilities to more than one Sub-Adviser, the Investment Adviser shall be responsible for assigning to each Sub-Adviser that portion of the assets of the Portfolio for which the Sub-Adviser is to act as Sub-Adviser, subject to the approval of the Fund’s Board of Directors. 34. To the extent that any obligations of the Investment Adviser or any Sub-Adviser require any service provider of the Fund or Portfolio to furnish information or services, the Fund or Portfolio shall cause such information or services shall to be promptly furnished by the Fund’s or the Portfolio’s service providers directly to both the Investment Adviser and any Sub-Adviser.

Sub-Advisers. The Investment Adviser may delegate certain of its responsibilities hereunder with respect to provision of the investment advisory services set forth in Section 3(a) above to one or more other parties (each such party, a “Sub-Adviser”), pursuant in each case to a written agreement with such Sub-Adviser that meets the requirements of Section 15 of the 1940 Act and rules thereunder applicable to contracts for service as investment adviser of a registered investment company (including without limitation the requirements for approval by the Board of Directors of the Fund and the shareholders of the each Portfolio), subject, however, to such exemptions as may be granted by the U.S. Securities and Exchange Commission (the “SEC”) upon application or by rule. Such Sub-Adviser may (but need not) be affiliated with the Investment Adviser. Any delegation of services pursuant to this Section 3(b) shall be subject to the following conditions: 1. Any fees or compensation payable to any Sub-Adviser shall be paid by the Investment Adviser and no additional obligation may be incurred on the Fund’s behalf to any Sub-Adviser; except that any Fund expenses that may be incurred by the Investment Adviser and paid by the Fund to the Investment Adviser directly may be incurred by the Sub-Adviser and paid by the Fund to the Sub-Adviser directly, so long as such payment arrangements are approved by the Fund and the Investment Adviser prior to the Sub-Adviser’s incurring such expenses. 2. If the Investment Adviser delegates its responsibilities to more than one Sub-Adviser, the Investment Adviser shall be responsible for assigning to each Sub-Adviser that portion of the assets of the each Portfolio for which the Sub-Adviser is to act as Sub-Adviser, subject to the approval of the Fund’s Board of Directors. 3. To the extent that any obligations of the Investment Adviser or any Sub-Adviser require any service provider of the Fund or any Portfolio to furnish information or services, such information or services shall be furnished by the Fund’s or the Portfolio’s service providers directly to both the Investment Adviser and any Sub-Adviser.

Sub-Advisers. The Investment Adviser may delegate certain of its responsibilities hereunder with respect to provision of the investment advisory services set forth in Section 3(a) above to one or more other parties (each such party, a “Sub-Adviser”), pursuant in each case to a written agreement with such Sub-Adviser that meets the requirements of Section 15 of the 1940 Act and rules thereunder applicable to contracts for service as investment adviser of a registered investment company (including without limitation the requirements for approval by the Board of Directors of the Fund and the shareholders of the Portfolio), subject, however, to such exemptions as may be granted by the U.S. Securities and Exchange Commission (the “SEC”) upon application or by rule. Such Sub-Adviser may (but need not) be affiliated with the Investment Adviser. Any delegation of services pursuant to this Section 3(b) shall be subject to the following conditions: 1. Any fees or compensation payable to any Sub-Adviser shall be paid by the Investment Adviser and no additional obligation may be incurred on the Fund’s behalf to any Sub-Adviser; except that any Fund expenses that may be incurred by the Investment Adviser and paid by the Fund to the Investment Adviser directly may be incurred by the Sub-Adviser and paid by the Fund to the Sub-Adviser directly, so long as such payment arrangements are approved by the Fund and the Investment Adviser prior to the Sub-Adviser’s incurring such expenses. 2. If the Investment Adviser delegates its responsibilities to more than one Sub-Adviser, the Investment Adviser shall be responsible for assigning to each Sub-Adviser that portion of the assets of the Portfolio for which the Sub-Adviser is to act as Sub-Adviser, subject to the approval of the Fund’s Board of Directors. 3. To the extent that any obligations of the Investment Adviser or any Sub-Adviser require any service provider of the Fund or the Portfolio to furnish information or services, such information or services shall be furnished by the Fund’s or the Portfolio’s service providers directly to both the Investment Adviser and any Sub-Adviser.

Sub-Advisers. The Investment Adviser may delegate certain of its responsibilities hereunder with respect to provision of the investment advisory services set forth in Section 3(a) above to one or more other parties (each such party, a “Sub-Adviser”), pursuant in each case to a written agreement with such Sub-Adviser that meets the requirements of Section 15 of the 1940 Act and rules thereunder applicable to contracts for service as investment adviser of a registered investment company (including without limitation the requirements for approval by the Board of Directors Trustees of the Fund and the shareholders of the PortfolioPortfolios), subject, however, to such exemptions as may be granted by the U.S. Securities and Exchange Commission upon application or by rule. Such Sub-Adviser may (but need not) be affiliated with the Investment Adviser. Any delegation of services pursuant to this Section 3(b) shall be subject to the following conditions: 1. Any fees or compensation payable to any Sub-Adviser shall be paid by the Investment Adviser and no additional obligation may be incurred on the Fund’s behalf to any Sub-Adviser; except that any Fund expenses that may be incurred by the Investment Adviser and paid by the Fund to the Investment Adviser directly may be incurred by the Sub-Adviser and paid by the Fund to the Sub-Adviser directly, so long as such payment arrangements are approved by the Fund and the Investment Adviser prior to the Sub-Adviser’s incurring such expenses. 2. If the Investment Adviser delegates its responsibilities to more than one Sub-Adviser, the Investment Adviser shall be responsible for assigning to each Sub-Adviser that portion of the assets of the a Portfolio for which the Sub-Adviser is to act as Sub-Adviser, subject to the approval of the Fund’s Board of DirectorsTrustees. 3. To the extent that any obligations of the Investment Adviser or any Sub-Adviser require any service provider of the Fund or a Portfolio to furnish information or services, such information or services shall be furnished by the Fund’s or the such Portfolio’s service providers directly to both the Investment Adviser and any Sub-Adviser.

Sub-Advisers. The Investment Adviser may delegate certain of its responsibilities hereunder with respect to provision of the investment advisory services set forth in Section 3(a) above to one or more other parties (each such party, a “Sub-Adviser”), pursuant in each case to a written agreement with such Sub-Adviser that meets the requirements of Section 15 of the 1940 Act and rules thereunder applicable to contracts for service as investment adviser of a registered investment company (including without limitation the requirements for approval by the Board of Directors of the Fund and the shareholders of the PortfolioPortfolios), subject, however, to such exemptions as may be granted by the U.S. Securities and Exchange Commission upon application or by rule. Such Sub-Adviser may (but need not) be affiliated with the Investment Adviser. Any delegation of services pursuant to this Section 3(b) shall be subject to the following conditions: 1. Any fees or compensation payable to any Sub-Adviser shall be paid by the Investment Adviser and no additional obligation may be incurred on the Fund’s behalf to any Sub-Adviser; except that any Fund expenses that may be incurred by the Investment Adviser and paid by the Fund to the Investment Adviser directly may be incurred by the Sub-Adviser and paid by the Fund to the Sub-Adviser directly, so long as such payment arrangements are approved by the Fund and the Investment Adviser prior to the Sub-Adviser’s incurring such expenses. 2. If the Investment Adviser delegates its responsibilities to more than one Sub-Adviser, the Investment Adviser shall be responsible for assigning to each Sub-Adviser that portion of the assets of the Portfolio for which the Sub-Adviser is to act as Sub-Adviser, subject to the approval of the Fund’s Board of Directors. 3. To the extent that any obligations of the Investment Adviser or any Sub-Adviser require any service provider of the Fund or a Portfolio to furnish information or services, such information or services shall be furnished by the Fund’s or the Portfolio’s service providers directly to both the Investment Adviser and any Sub-Adviser.

Sub-Advisers. The Investment Adviser may delegate certain of its responsibilities hereunder with respect to provision of the investment advisory services set forth in Section 3(a) above to one or more other parties (each such party, a “"Sub-Adviser”"), pursuant in each case to a written agreement with such Sub-Adviser that meets the requirements of Section 15 of the 1940 Act and rules thereunder applicable to contracts for service as investment adviser of a registered investment company (including without limitation the requirements for approval by the Board of Directors of the Fund and the shareholders of the Portfolio), subject, however, to such exemptions as may be granted by the U.S. Securities and Exchange Commission upon application or by rule. Such Sub-Adviser may (but need not) be affiliated with the Investment Adviser. Any delegation of services pursuant to this Section 3(b) shall be subject to the following conditions: 1. Any fees or compensation payable to any Sub-Adviser shall be paid by the Investment Adviser and no additional obligation may be incurred on the Fund’s Company's behalf to any Sub-Adviser; except that any Fund Company expenses that may be incurred by the Investment Adviser and paid by the Fund Company to the Investment Adviser directly may be incurred by the Sub-Adviser and paid by the Fund Company to the Sub-Adviser directly, so long as such payment arrangements are approved by the Fund Company and the Investment Adviser prior to the Sub-Sub­ Adviser’s 's incurring such expenses. 2. If the Investment Adviser delegates its responsibilities to more than one Sub-Adviser, the Investment Adviser shall be responsible for assigning to each Sub-Adviser that portion of the assets of the Portfolio Company for which the Sub-Adviser is to act as Sub-Adviser, subject to the approval of the Fund’s Company's Board of DirectorsDirectors and the Trust's Boards of Trustees. 3. To the extent that any obligations of the Investment Adviser or any Sub-Adviser require any service provider of the Fund or Portfolio Company to furnish information or services, such information or services shall be furnished by the Fund’s or the Portfolio’s Company's service providers directly to both the Investment Adviser and any Sub-Adviser.

Sub-Advisers. The Investment Adviser may delegate certain of its responsibilities hereunder with respect to provision of the investment advisory services set forth in Section 3(a) above to one or more other parties (each such party, a “Sub-Adviser”), pursuant in each case to a written agreement with such Sub-Adviser that meets the requirements of Section 15 of the 1940 Act and rules thereunder applicable to contracts for service as investment adviser of a registered investment company (including without limitation the requirements for approval by the Board of Directors of the Fund and the shareholders of the Portfolio), subject, however, to such exemptions as may be granted by the U.S. Securities and Exchange Commission upon application or by rule. Such Sub-Adviser may (but need not) be affiliated with the Investment Adviser. Any delegation of services pursuant to this Section 3(b) shall be subject to the following conditions: 1. Any fees or compensation payable to any Sub-Adviser shall be paid by the Investment Adviser and no additional obligation may be incurred on the Fund’s behalf to any Sub-Adviser; except that any Fund expenses that may be incurred by the Investment Adviser and paid by the Fund to the Investment Adviser directly may be incurred by the Sub-Adviser and paid by the Fund to the Sub-Adviser directly, so long as such payment arrangements are approved by the Fund and the Investment Adviser prior to the Sub-Adviser’s incurring such expenses. 2. If the Investment Adviser delegates its responsibilities to more than one Sub-Adviser, the Investment Adviser shall be responsible for assigning to each Sub-Adviser that portion of the assets of the Portfolio for which the Sub-Adviser is to act as Sub-Adviser, subject to the approval of the Fund’s Board of Directors. 3. To the extent that any obligations of the Investment Adviser or any Sub-Adviser require any service provider of the Fund or the Portfolio to furnish information or services, such information or services shall be furnished by the Fund’s or the Portfolio’s service providers directly to both the Investment Adviser and any Sub-Adviser.

Sub-Advisers. The Investment Adviser may delegate certain Subject to the prior approval of its responsibilities hereunder with respect to provision a majority of the investment advisory services set forth members of the Trust’s Board, including a majority of the Trustees who are not “interested persons,” as defined in Section 3(a) above to one or more other parties the 1940 Act (each such party, a “Sub-AdviserIndependent Board Members”), pursuant in each case to Adviser may, through a written sub-advisory agreement with such Sub-Adviser that meets the requirements of Section 15 of the 1940 Act and rules thereunder applicable to contracts for service as investment adviser of a registered investment company (including without limitation the requirements for approval by the Board of Directors of the Fund and the shareholders of the Portfolio)or other arrangement, subject, however, to such exemptions as may be granted by the U.S. Securities and Exchange Commission upon application or by rule. Such Sub-Adviser may (but need not) be affiliated with the Investment Adviser. Any delegation of services pursuant to this Section 3(b) shall be subject to the following conditions: 1. Any fees or compensation payable delegate to any Sub-Adviser shall be paid by the Investment Adviser and no additional obligation may be incurred on the Fund’s behalf to any Sub-Adviser; except that any Fund expenses that may be incurred by the Investment Adviser and paid by the Fund to the Investment Adviser directly may be incurred by the Sub-Adviser and paid by the Fund to the Sub-Adviser directly, so long as such payment arrangements are approved by the Fund and the Investment Adviser prior to the Sub-other company under Adviser’s incurring control, or under common control with Adviser, or to specified employees of any such expenses. 2. If the Investment Adviser delegates its responsibilities companies, or to more than one Subsuch company, to the extent permitted by applicable law, certain of Adviser’s duties enumerated in section 2 hereof; provided, that Adviser shall continue to supervise and oversee the services provided by such company or employees and any such delegation shall not relieve Adviser of any of its obligations hereunder. Subject to the prior approval of a majority of the members of the Trust’s Board, including a majority of the Independent Board Members, Adviser may, through a sub-Adviseradvisory agreement, delegate to any other company that is not an “affiliated person” (as defined in the ▇▇▇▇ ▇▇▇) of Adviser or of the Trust (other than by reason of serving as an investment adviser to the Trust) (each a “sub-adviser”), to the extent permitted by applicable law, certain of the duties enumerated in section 2 hereof; provided, that Adviser shall continue to supervise and oversee the services provided by such sub-adviser and any such delegation shall not relieve Adviser of any of its obligations hereunder. Subject to the provisions of this Agreement, the Investment Adviser shall be responsible for assigning to each Subduties of any sub-Adviser that adviser or delegate, the portion of the portfolio assets of the Portfolio for which Trust that the Subsub-adviser or delegate shall manage and the fees to be paid to the sub-adviser or delegate by Adviser is under and pursuant to act as Subany sub-advisory agreement or other arrangement entered into in accordance with this Agreement may be adjusted from time to time by Adviser, subject to the prior approval of the Fund’s Board of Directors. 3. To the extent that any obligations a majority of the Investment Adviser or any Sub-Adviser require any service provider of the Fund or Portfolio to furnish information or services, such information or services shall be furnished by the Fund’s or the Portfolio’s service providers directly to both the Investment Adviser and any Sub-AdviserIndependent Board Members.

Sub-Advisers. The Investment Adviser may delegate certain of its responsibilities hereunder with respect to provision of the investment advisory services set forth in Section 3(a) above to one or more other parties (each such party, a “Sub-Adviser”), pursuant in each case to a written agreement with such Sub-Adviser that meets the requirements of Section 15 of the 1940 Act and rules thereunder applicable to contracts for service as investment adviser of a registered investment company (including without limitation the requirements for approval by the Board of Directors of the Fund Company and the shareholders of the PortfolioFund), subject, however, to such exemptions as may be granted by the U.S. Securities and Exchange Commission upon application or by rule. Such Sub-Adviser may (but need not) be affiliated with the Investment Adviser. Any delegation of services pursuant to this Section 3(b) shall be subject to the following conditions: 1. Any fees or compensation payable to any Sub-Adviser shall be paid by the Investment Adviser and no additional obligation may be incurred on the FundCompany’s behalf to any Sub-Adviser; except that any Fund Company expenses that may be incurred by the Investment Adviser and paid by the Fund Company to the Investment Adviser directly may be incurred by the Sub-Adviser and paid by the Fund Company to the Sub-Adviser directly, so long as such payment arrangements are approved by the Fund Company and the Investment Adviser prior to the Sub-Adviser’s incurring such expenses. 2. If the Investment Adviser delegates its responsibilities to more than one Sub-Adviser, the Investment Adviser shall be responsible for assigning to each Sub-Adviser that portion of the assets of the Portfolio Fund for which the Sub-Adviser is to act as Sub-Adviser, subject to the approval of the FundCompany’s Board of Directors. 3. To the extent that any obligations of the Investment Adviser or any Sub-Adviser require any service provider of the Company or Fund or Portfolio to furnish information or services, such information or services shall be furnished by the FundCompany’s or the PortfolioFund’s service providers directly to both the Investment Adviser and any Sub-Adviser.

Sub-Advisers. The Investment Adviser may delegate certain of its responsibilities hereunder with respect to provision of the investment advisory services set forth in Section 3(a) above to one or more other parties (each such party, a “Sub-Adviser”), pursuant in each case to a written agreement with such Sub-Adviser that meets the requirements of Section 15 of the 1940 Act and rules thereunder applicable to contracts for service as investment adviser of a registered investment company (including without limitation the requirements for approval by the Board of Directors Trustees of the Fund and the shareholders of the Portfolio), subject, however, to such exemptions as may be granted by the U.S. Securities and Exchange Commission upon application or by rule. Such Sub-Adviser may (but need not) be affiliated with the Investment Adviser. Any delegation of services pursuant to this Section 3(b) shall be subject to the following conditions: 1. Any fees or compensation payable to any Sub-Adviser shall be paid by the Investment Adviser and no additional obligation may be incurred on the FundCompany’s behalf to any Sub-Adviser; except that any Fund Company expenses that may be incurred by the Investment Adviser and paid by the Fund Company to the Investment Adviser directly may be incurred by the Sub-Adviser and paid by the Fund Company to the Sub-Adviser directly, so long as such payment arrangements are approved by the Fund Company and the Investment Adviser prior to the Sub-Adviser’s incurring such expenses. 2. If the Investment Adviser delegates its responsibilities to more than one Sub-Adviser, the Investment Adviser shall be responsible for assigning to each Sub-Adviser that portion of the assets of the Portfolio Company for which the Sub-Adviser is to act as Sub-Adviser, subject to the approval of the FundCompany’s Board of DirectorsDirectors and the Fund’s Boards of Trustees. 3. To the extent that any obligations of the Investment Adviser or any Sub-Adviser require any service provider of the Fund or Portfolio Company to furnish information or services, such information or services shall be furnished by the Fund’s or the PortfolioCompany’s service providers directly to both the Investment Adviser and any Sub-Adviser.

Sub-Advisers. The Investment Adviser may delegate certain of its responsibilities hereunder with respect to provision of the investment advisory services set forth in Section 3(a) above to one or more other parties (each such party, a “Sub-Adviser”), pursuant in each case to a written agreement with such Sub-Adviser that meets the requirements of Section 15 of the 1940 Act and rules thereunder applicable to contracts for service as investment adviser of a registered investment company (including without limitation the requirements for approval by the Board of Directors of the Fund and the shareholders of the Portfolio), subject, however, to such exemptions as may be granted by the U.S. Securities and Exchange Commission upon application or by rule. Such Sub-Adviser may (but need not) be affiliated with the Investment Adviser. Any delegation of services pursuant to this Section 3(b) shall be subject to the following conditions: 1. Any fees or compensation payable to any Sub-Adviser shall be paid by the Investment Adviser and no additional obligation may be incurred on the Fund’s behalf to any Sub-Adviser; except that any Fund expenses that may be incurred by the Investment Adviser and paid by the Fund to the Investment Adviser directly may be incurred by the Sub-Adviser and paid by the Fund to the Sub-Adviser directly, so long as such payment arrangements are approved by the Fund and the Investment Adviser prior to the Sub-Adviser’s incurring such expenses. 2. If the Investment Adviser delegates its responsibilities to more than one Sub-Adviser, the Investment Adviser shall be responsible for assigning to each Sub-Adviser that portion of the assets of the Portfolio for which the Sub-Adviser is to act as Sub-Adviser, subject to the approval of the Fund’s Board of Directors. 3. To the extent that any obligations of the Investment Adviser or any Sub-Adviser require any service provider of the Fund or Portfolio Portfolios to furnish information or services, such information or services shall be furnished by the Fund’s or the Portfolio’s service providers directly to both the Investment Adviser and any Sub-Adviser.

Sub-Advisers. The Investment Adviser may delegate certain of its responsibilities hereunder with respect to provision of the investment advisory services set forth in Section 3(a) above to one or more other parties (each such party, a “Sub-Adviser”), pursuant in each case to a written agreement with such Sub-Adviser that meets the requirements of Section 15 of the 1940 Act and rules thereunder applicable to contracts for service as investment adviser of a registered investment company (including without limitation the requirements for approval by the Board of Directors of the Fund Company and the shareholders of the PortfolioPortfolios), subject, however, to such exemptions as may be granted by the U.S. Securities and Exchange Commission upon application or by rule. Such Sub-Adviser may (but need not) be affiliated with the Investment Adviser. Any delegation of services pursuant to this Section 3(b) shall be subject to the following conditions: 1. Any fees or compensation payable to any Sub-Adviser shall be paid by the Investment Adviser and no additional obligation may be incurred on the FundCompany’s behalf to any Sub-Adviser; except that any Fund Company expenses that may be incurred by the Investment Adviser and paid by the Fund Company to the Investment Adviser directly may be incurred by the Sub-Adviser and paid by the Fund Company to the Sub-Adviser directly, so long as such payment arrangements are approved by the Fund Company and the Investment Adviser prior to the Sub-Adviser’s incurring such expenses. 2. If the Investment Adviser delegates its responsibilities to more than one Sub-Adviser, the Investment Adviser shall be responsible for assigning to each Sub-Adviser that portion of the assets of the a Portfolio for which the Sub-Adviser is to act as Sub-Adviser, subject to the approval of the FundCompany’s Board of Directors. 3. To the extent that any obligations of the Investment Adviser or any Sub-Adviser require any service provider of the Fund Company or a Portfolio to furnish information or services, such information or services shall be furnished by the FundCompany’s or the such Portfolio’s service providers directly to both the Investment Adviser and any Sub-Adviser.

Sub-Advisers. The Investment Adviser may delegate certain of its responsibilities hereunder with respect to provision of the investment advisory services set forth in Section 3(a) above to one or more other parties (each such party, a “Sub-Adviser”), pursuant in each case to a written agreement with such Sub-Adviser that meets the requirements of Section 15 of the 1940 Act and rules thereunder applicable to contracts for service as investment adviser of a registered investment company (including without limitation the requirements for approval by the Board of Directors of the Fund Company and the shareholders of the PortfolioFunds), subject, however, to such exemptions as may be granted by the U.S. Securities and Exchange Commission upon application or by rule. Such Sub-Adviser may (but need not) be affiliated with the Investment Adviser. Any delegation of services pursuant to this Section 3(b) shall be subject to the following conditions: 1. Any fees or compensation payable to any Sub-Adviser shall be paid by the Investment Adviser and no additional obligation may be incurred on the a Fund’s behalf to any Sub-Adviser; except that any Fund expenses that may be incurred by the Investment Adviser and paid by the Fund to the Investment Adviser directly may be incurred by the Sub-Adviser and paid by the Fund to the Sub-Adviser directly, so long as such payment arrangements are approved by the Fund and the Investment Adviser prior to the Sub-Adviser’s incurring such expenses. 2. If the Investment Adviser delegates its responsibilities to more than one Sub-Adviser, the Investment Adviser shall be responsible for assigning to each Sub-Adviser that portion of the assets of the Portfolio a Fund for which the Sub-Adviser is to act as Sub-Adviser, subject to the approval of the FundCompany’s Board of Directors. 3. To the extent that any obligations of the Investment Adviser or any Sub-Adviser require any service provider of the Company or a Fund or Portfolio to furnish information or services, such information or services shall be furnished by the FundCompany’s or the PortfolioFund’s service providers directly to both the Investment Adviser and any Sub-Adviser.

Sub-Advisers. The Investment Adviser may delegate certain of its responsibilities hereunder with respect to provision of the investment advisory services set forth in Section 3(a) above to one or more other parties (each such party, a “Sub-Adviser”), pursuant in each case to a written agreement with such Sub-Adviser that meets the requirements of Section 15 of the 1940 Act and rules thereunder applicable to contracts for service as investment adviser of a registered investment company (including without limitation the requirements for approval by the Board of Directors of the Fund and the shareholders of the PortfolioPortfolios), subject, however, to such exemptions as may be granted by the U.S. Securities and Exchange Commission upon application or by rule. Such Sub-Adviser may (but need not) be affiliated with the Investment Adviser. Any delegation of services pursuant to this Section 3(b) shall be subject to the following conditions: 1. Any fees or compensation payable to any Sub-Adviser shall be paid by the Investment Adviser and no additional obligation may be incurred on the Fund’s behalf to any Sub-Sub- Adviser; except that any Fund expenses that may be incurred by the Investment Adviser and paid by the Fund to the Investment Adviser directly may be incurred by the Sub-Adviser and paid by the Fund to the Sub-Adviser directly, so long as such payment arrangements are approved by the Fund and the Investment Adviser prior to the Sub-Adviser’s incurring such expenses. 2. If the Investment Adviser delegates its responsibilities to more than one Sub-Adviser, the Investment Adviser shall be responsible for assigning to each Sub-Adviser that portion of the assets of the Portfolio for which the Sub-Adviser is to act as Sub-Adviser, subject to the approval of the Fund’s Board of Directors. 3. To the extent that any obligations of the Investment Adviser or any Sub-Adviser require any service provider of the Fund or a Portfolio to furnish information or services, such information or services shall be furnished by the Fund’s or the Portfolio’s service providers directly to both the Investment Adviser and any Sub-Adviser.

Sub-Advisers. The Investment Adviser may delegate certain of its responsibilities hereunder with respect to provision of the investment advisory services set forth in Section 3(a) above to one or more other parties (each such party, a “Sub-Adviser”), pursuant in each case to a written agreement with such Sub-Adviser that meets the requirements of Section 15 of the 1940 Act and rules thereunder applicable to contracts for service as investment adviser of a registered investment company (including without limitation the requirements for approval by the Board of Directors of the Fund Company and the shareholders of the Portfolio), subject, however, to such exemptions as may be granted by the U.S. Securities and Exchange Commission upon application or by rule. Such Sub-Adviser may (but need not) be affiliated with the Investment Adviser. Any delegation of services pursuant to this Section 3(b) shall be subject to the following conditions: 1. Any fees or compensation payable to any Sub-Adviser shall be paid by the Investment Adviser and no additional obligation may be incurred on the FundCompany’s behalf to any Sub-Adviser; except that any Fund Company expenses that may be incurred by the Investment Adviser and paid by the Fund Company to the Investment Adviser directly may be incurred by the Sub-Adviser and paid by the Fund Company to the Sub-Adviser directly, so long as such payment arrangements are approved by the Fund Company and the Investment Adviser prior to the Sub-Adviser’s incurring such expenses. 2. If the Investment Adviser delegates its responsibilities to more than one Sub-Adviser, the Investment Adviser shall be responsible for assigning to each Sub-Adviser that portion of the assets of the Portfolio for which the Sub-Adviser is to act as Sub-Adviser, subject to the approval of the FundCompany’s Board of Directors. 3. To the extent that any obligations of the Investment Adviser or any Sub-Adviser require any service provider of the Fund Company or the Portfolio to furnish information or services, such information or services shall be furnished by the FundCompany’s or the Portfolio’s service providers directly to both the Investment Adviser and any Sub-Adviser.

Sub-Advisers. The Investment Adviser may delegate certain of its responsibilities hereunder with respect to provision of the investment advisory services set forth in Section 3(a) above to one or more other parties (each such party, a “Sub-Adviser”), pursuant in each case to a written agreement with such Sub-Adviser that meets the requirements of Section 15 of the 1940 Act and rules thereunder applicable to contracts for service as investment adviser of a registered investment company (including without limitation the requirements for approval by the Board of Directors of the Fund and the shareholders of the PortfolioPortfolios), subject, however, to such exemptions as may be granted by the U.S. Securities and Exchange Commission upon application or by rule. Such Sub-Adviser may (but need not) be affiliated with the Investment Adviser. Any delegation of services pursuant to this Section 3(b) shall be subject to the following conditions: 1. Any fees or compensation payable to any Sub-Adviser shall be paid by the Investment Adviser and no additional obligation may be incurred on the Fund’s behalf to any Sub-Adviser; except that any Fund expenses that may be incurred by the Investment Adviser and paid by the Fund to the Investment Adviser directly may be incurred by the Sub-Adviser and paid by the Fund to the Sub-Adviser directly, so long as such payment arrangements are approved by the Fund and the Investment Adviser prior to the Sub-Adviser’s incurring such expenses. 2. If the Investment Adviser delegates its responsibilities to more than one Sub-Adviser, the Investment Adviser shall be responsible for assigning to each Sub-Adviser that portion of the assets of the a Portfolio for which the Sub-Adviser is to act as Sub-Adviser, subject to the approval of the Fund’s Board of Directors. 3. To the extent that any obligations of the Investment Adviser or any Sub-Adviser require any service provider of the Fund or a Portfolio to furnish information or services, such information or services shall be furnished by the Fund’s or the such Portfolio’s service providers directly to both the Investment Adviser and any Sub-Adviser.

Sub-Advisers. The Investment Adviser may delegate certain of its responsibilities hereunder with respect to provision of the investment advisory services set forth in Section 3(a) above to one or more other parties (each such party, a “"Sub-Adviser”"), pursuant in each case to a written agreement with such Sub-Adviser that meets the requirements of Section 15 of the 1940 Act and rules thereunder applicable to contracts for service as investment adviser of a registered investment company (including without limitation the requirements for approval by the Board of Directors of the Fund and the shareholders of the each Portfolio), subject, however, to such exemptions as may be granted by the U.S. Securities and Exchange Commission upon application or by rule. Such Sub-Adviser may (but need not) be affiliated with the Investment Adviser. Any delegation of services pursuant to this Section 3(b) shall be subject to the following conditions: 1. Any fees or compensation payable to any Sub-Adviser shall be paid by the Investment Adviser and no additional obligation may be incurred on the Fund’s 's behalf to any Sub-Adviser; except that any Fund expenses that may be incurred by the Investment Adviser and paid by the Fund to the Investment Adviser directly may be incurred by the Sub-Adviser and paid by the Fund to the Sub-Adviser directly, so long as such payment arrangements are approved by the Fund and the Investment Adviser prior to the Sub-Adviser’s 's incurring such expenses. 2. If the Investment Adviser delegates its responsibilities to more than one Sub-Adviser, the Investment Adviser shall be responsible for assigning to each Sub-Adviser that portion of the assets of the each Portfolio for which the Sub-Adviser is to act as Sub-Adviser, subject to the approval of the Fund’s 's Board of Directors. 3. To the extent that any obligations of the Investment Adviser or any Sub-Adviser require any service provider of the Fund or any Portfolio to furnish information or services, such information or services shall be furnished by the Fund’s 's or the Portfolio’s 's service providers directly to both the Investment Adviser and any Sub-Adviser.

Sub-Advisers. The Investment Adviser may delegate certain of its responsibilities hereunder with respect to provision of the investment advisory services set forth in Section 3(a) 3 above to one or more other parties (each such party, a “Sub-Adviser”), pursuant in each case to a written agreement with such Sub-Adviser that meets the requirements of Section 15 of the 1940 Act and rules thereunder applicable to contracts for service as investment adviser of a registered investment company (including without limitation the requirements for approval by the Board of Directors of the Fund and the shareholders of the PortfolioFund), subject, however, to such exemptions as may be granted by the U.S. Securities and Exchange Commission (the “SEC”) upon application or by rule. Such Sub-Adviser may (but need not) be affiliated with the Investment Adviser. Any delegation of services pursuant to this Section 3(b3(a) shall be subject to the following conditions: 1. (i) Any fees or compensation payable to any Sub-Adviser shall be paid by the Investment Adviser and no additional obligation may be incurred on the Fund’s behalf to any Sub-Adviser; except that any Fund expenses that may be incurred by the Investment Adviser and paid by the Fund to the Investment Adviser directly may be incurred by the Sub-Adviser and paid by the Fund to the Sub-Adviser directly, so long as such payment arrangements are approved by the Fund and the Investment Adviser prior to the Sub-Adviser’s incurring such expenses. 2. (ii) If the Investment Adviser delegates its responsibilities to more than one Sub-Adviser, the Investment Adviser shall be responsible for assigning to each Sub-Adviser that portion of the assets of the Portfolio for which the Sub-Adviser is to act as Sub-Adviser, subject to the approval of the Fund’s Board of DirectorsBoard. 3. (iii) To the extent that any obligations of the Investment Adviser or any Sub-Adviser require any service provider of the Trust or the Fund or Portfolio to furnish information or services, such information or services shall be furnished by the FundTrust’s or the PortfolioFund’s service providers directly to both the Investment Adviser and any Sub-Adviser.

Sub-Advisers. The Investment Adviser may delegate certain of its responsibilities hereunder with respect to provision of the investment advisory services set forth in Section 3(a4(a) above to one or more other parties (each such party, a “Sub-Adviser”), pursuant in each case to a written agreement with such Sub-Adviser that meets the requirements of Section 15 of the 1940 Act and rules thereunder applicable to contracts for service as investment adviser of a registered investment company (including without limitation the requirements for approval by the Board of Directors of the Fund and the shareholders of the Portfolio), subject, however, to such exemptions as may be granted by the U.S. Securities and Exchange Commission upon application or by rule. Such Sub-Adviser may (but need not) be affiliated with the Investment Adviser. Any delegation of services pursuant to this Section 3(b4(b) shall be subject to the following conditions: 1. Any fees or compensation payable to any Sub-Adviser shall be paid by the Investment Adviser and no additional obligation may be incurred on the FundCompany’s behalf to any Sub-Adviser; except that any Fund Company expenses that may be incurred by the Investment Adviser and paid by the Fund Company to the Investment Adviser directly may be incurred by the Sub-Adviser and paid by the Fund Company to the Sub-Adviser directly, so long as such payment arrangements are approved by the Fund Company and the Investment Adviser prior to the Sub-Adviser’s incurring such expenses. 2. If the Investment Adviser delegates its responsibilities to more than one Sub-Adviser, the Investment Adviser shall be responsible for assigning to each Sub-Adviser that portion of the assets of the Portfolio Company for which the Sub-Adviser is to act as Sub-Adviser, subject to the approval of the Company’s and the Fund’s Board Boards of Directors. 3. To the extent that any obligations of the Investment Adviser or any Sub-Adviser require any service provider of the Fund or Portfolio Company to furnish information or services, such information or services shall be furnished by the Fund’s or the PortfolioCompany’s service providers directly to both the Investment Adviser and any Sub-Adviser.

Sub-Advisers. The Investment Adviser may delegate certain provide the services described above either directly, through the assistance of its one or more Sub-Advisers, or by delegating any or all such responsibilities hereunder with respect to provision of the investment advisory services set forth in Section 3(a) above to one or more other parties Sub-Advisers who shall enter into one or more sub-advisory agreements with the Adviser, in all cases, subject to the oversight of the Adviser and the Board. If Sub-Advisers are engaged to provide the services under this Section 1 with respect to different segments of the Fund, the Adviser shall: (i) determine, in the manner described in the prospectus of the Fund from time to time in effect, what portion of the assets belonging to the Fund shall be managed by each such party, a “Sub-Adviser”), pursuant in ; (ii) retain the responsibility to set the Fund’s Investment Policies and shall adopt and implement procedures to ensure that the Sub-Advisers comply with the Investment Policies; (iii) oversee the services provided by each case to a written agreement with such Sub-Adviser that meets and its compliance with applicable laws, including any exemptive relief obtained by the requirements of Section 15 Fund; and (iv) monitor and evaluate each Sub-Adviser’s performance and report on same periodically to the Fund’s Board. As of the 1940 Act and rules thereunder applicable to contracts for service as investment adviser date of a registered investment company (including without limitation this Agreement, the requirements for approval by the Board of Directors of the Fund and the shareholders of the Portfolio), subject, however, to such exemptions as may be granted by the U.S. Securities and Exchange Commission upon application or by rule. Such Sub-Adviser may (but need not) be affiliated to the Fund is Magnetar Asset Management LLC. In connection with the Investment Adviser. Any delegation of services pursuant to this Section 3(bforegoing: (i) The Adviser and not the Trust or the Fund shall be subject to the following conditions: 1. Any fees or responsible for any compensation payable to any Sub-Adviser. (ii) Any sub-advisory agreement entered into by the Adviser shall be paid by in accordance with the requirements of the Investment Adviser Company Act, including without limitation the requirements relating to the Board and no additional obligation may be incurred on the Fund’s behalf to any Sub-Adviser; except that any Fund expenses that may be incurred by the Investment Adviser shareholder approval thereunder, and paid by the Fund to the Investment Adviser directly may be incurred by the other applicable federal and state law. (iii) Any Sub-Adviser and paid by shall be subject to the Fund fiduciary duties imposed pursuant to the Sub-Adviser directly, so long as such payment arrangements are approved by the Fund and the Investment Adviser prior to the Sub-Adviser’s incurring such expenses. 2. If the Investment Adviser delegates its responsibilities to more than one Sub-AdviserAdvisory Agreement, the Investment Adviser shall be responsible for assigning to each Sub-Adviser that portion of Company Act and the assets of the Portfolio for which the Sub-Adviser is to act Advisers Act, as Sub-Adviser, subject to the approval of the Fund’s Board of Directorswell as other applicable federal and state law. 3. To the extent that any obligations of the Investment Adviser or any Sub-Adviser require any service provider of the Fund or Portfolio to furnish information or services, such information or services shall be furnished by the Fund’s or the Portfolio’s service providers directly to both the Investment Adviser and any Sub-Adviser.

Sub-Advisers. The Investment Adviser may delegate certain of its responsibilities hereunder with respect to provision of the investment advisory services set forth in Section 3(a) above to one or more other parties (each such party, a “Sub-Adviser”), pursuant in each case to a written agreement with such Sub-Adviser that meets the requirements of Section 15 of the 1940 Act and rules thereunder applicable to contracts for service as investment adviser of a registered investment company (including without limitation the requirements for approval by the Board of Directors of the Fund and the shareholders of the each Portfolio), subject, however, to such exemptions as may be granted by the U.S. Securities and Exchange Commission upon application or by rule. Such Sub-Adviser may (but need not) be affiliated with the Investment Adviser. Any delegation of services pursuant to this Section 3(b) shall be subject to the following conditions: 1. Any fees or compensation payable to any Sub-Adviser shall be paid by the Investment Adviser and no additional obligation may be incurred on the Fund’s behalf to any Sub-Adviser; except that any Fund expenses that may be incurred by the Investment Adviser and paid by the Fund to the Investment Adviser directly may be incurred by the Sub-Adviser and paid by the Fund to the Sub-Adviser directly, so long as such payment arrangements are approved by the Fund and the Investment Adviser prior to the Sub-Adviser’s incurring such expenses. 2. If the Investment Adviser delegates its responsibilities to more than one Sub-Sub- Adviser, the Investment Adviser shall be responsible for assigning to each Sub-Sub- Adviser that portion of the assets of the each Portfolio for which the Sub-Adviser is to act as Sub-Adviser, subject to the approval of the Fund’s Board of Directors. 3. To the extent that any obligations of the Investment Adviser or any Sub-Adviser require any service provider of the Fund or any Portfolio to furnish information or services, such information or services shall be furnished by the Fund’s or the Portfolio’s service providers directly to both the Investment Adviser and any Sub-Sub- Adviser.

Sub-Advisers. The Investment Adviser may delegate certain of its responsibilities hereunder with respect to provision of the investment advisory services set forth in Section 3(a) above to one or more other parties (each such party, a “Sub-Adviser”), pursuant in each case to a written agreement with such Sub-Adviser that meets the requirements of Section 15 of the 1940 Act and rules thereunder applicable to contracts for service as investment adviser of a registered investment company (including without limitation the requirements for approval by the Board of Directors Trustees of the Fund and the shareholders of the each Portfolio), subject, however, to such exemptions as may be granted by the U.S. Securities and Exchange Commission (the “SEC”) upon application or by rule. Such Sub-Adviser may (but need not) be affiliated with the Investment Adviser. Any delegation of services pursuant to this Section 3(b) shall be subject to the following conditions: 1. Any fees or compensation payable to any Sub-Adviser shall be paid by the Investment Adviser and no additional obligation may be incurred on the Fund’s behalf to any Sub-Adviser; except that any Fund expenses that may be incurred by the Investment Adviser and paid by the Fund to the Investment Adviser directly may be incurred by the Sub-Adviser and paid by the Fund to the Sub-Adviser directly, so long as such payment arrangements are approved by the Fund and the Investment Adviser prior to the Sub-Adviser’s incurring such expenses. 2. If the Investment Adviser delegates its responsibilities to more than one Sub-Adviser, the Investment Adviser shall be responsible for assigning to each Sub-Adviser that portion of the assets of the each Portfolio for which the Sub-Adviser is to act as Sub-Adviser, subject to the approval of the Fund’s Board of DirectorsTrustees. 3. To the extent that any obligations of the Investment Adviser or any Sub-Adviser require any service provider of the Fund or any Portfolio to furnish information or services, such information or services shall be furnished by the Fund’s or the Portfolio’s service providers directly to both the Investment Adviser and any Sub-Adviser.

Sub-Advisers. The Investment Adviser may delegate certain of its responsibilities hereunder with respect to provision of the investment advisory services set forth in Section 3(a) above to one or more other parties (each such party, a “Sub-Adviser”), pursuant in each case to a written agreement with such Sub-Adviser that meets the requirements of Section 15 of the 1940 Act and rules thereunder applicable to contracts for service as investment adviser of a registered investment company (including without limitation the requirements for approval by the Board of Directors of the Fund and the shareholders of the Portfolio), subject, however, to such exemptions as may be granted by the U.S. Securities and Exchange Commission upon application or by rule. Such Sub-Adviser may (but need not) be affiliated with the Investment Adviser. Any delegation of services pursuant to this Section 3(b) shall be subject to the following conditions: 1. Any fees or compensation payable to any Sub-Adviser shall be paid by the Investment Adviser and no additional obligation may be incurred on the FundCompany’s behalf to any Sub-Adviser; except that any Fund Company expenses that may be incurred by the Investment Adviser and paid by the Fund Company to the Investment Adviser directly may be incurred by the Sub-Adviser and paid by the Fund Company to the Sub-Adviser directly, so long as such payment arrangements are approved by the Fund Company and the Investment Adviser prior to the Sub-Adviser’s incurring such expenses. 2. If the Investment Adviser delegates its responsibilities to more than one Sub-Adviser, the Investment Adviser shall be responsible for assigning to each Sub-Adviser that portion of the assets of the Portfolio Company for which the Sub-Adviser is to act as Sub-Adviser, subject to the approval of the FundCompany’s Board of Directors.Directors and the Trust’s Boards of Trustees. 92404346.1 3. To the extent that any obligations of the Investment Adviser or any Sub-Adviser require any service provider of the Fund or Portfolio Company to furnish information or services, such information or services shall be furnished by the Fund’s or the PortfolioCompany’s service providers directly to both the Investment Adviser and any Sub-Adviser.

Sub-Advisers. The Investment Adviser may delegate certain of its responsibilities hereunder with respect to provision of the investment advisory services set forth in Section 3(a) above to one or more other parties (each such party, a “Sub-Adviser”), pursuant in each case to a written agreement with such Sub-Adviser that meets the requirements of Section 15 of the 1940 Act and rules thereunder applicable to contracts for service as investment adviser of a registered investment company (including without limitation the requirements for approval by the Board of Directors of the Fund Company and the shareholders of the Portfolio), subject, however, to such exemptions as may be granted by the U.S. Securities and Exchange Commission upon application or by rule. Such Sub-Adviser may (but need not) be affiliated with the Investment Adviser. Any delegation of services pursuant to this Section 3(b) shall be subject to the following conditions: 1. Any fees or compensation payable to any Sub-Adviser shall be paid by the Investment Adviser and no additional obligation may be incurred on the FundCompany’s behalf to any Sub-Adviser; except that any Fund Company expenses that may be incurred by the Investment Adviser and paid by the Fund Company to the Investment Adviser directly may be incurred by the Sub-Adviser and paid by the Fund Company to the Sub-Adviser directly, so long as such payment arrangements are approved by the Fund Company and the Investment Adviser prior to the Sub-Adviser’s incurring such expenses. 2. If the Investment Adviser delegates its responsibilities to more than one Sub-Adviser, the Investment Adviser shall be responsible for assigning to each Sub-Adviser that portion of the assets of the Portfolio for which the Sub-Adviser is to act as Sub-Adviser, subject to the approval of the FundCompany’s Board of Directors. 3. To the extent that any obligations of the Investment Adviser or any Sub-Adviser require any service provider of the Fund Company or Portfolio to furnish information or services, such information or services shall be furnished by the FundCompany’s or the Portfolio’s service providers directly to both the Investment Adviser and any Sub-Adviser.

Sub-Advisers. The Investment Adviser Co-Advisers may delegate certain of its their responsibilities hereunder with respect to provision of the investment advisory services set forth in Section 3(a) above to one or more other parties (each such party, a “Sub-Adviser”), pursuant in each case to a written agreement with such Sub-Adviser that meets the requirements of Section 15 of the 1940 Act and rules thereunder applicable to contracts for service as investment adviser Co-Adviser of a registered investment company (including without limitation the requirements for approval by the Board of Directors of the Fund and the shareholders of the Portfolio), subject, however, to such exemptions as may be granted by the U.S. Securities and Exchange Commission upon application or by rule. Such Sub-Adviser may (but need not) be affiliated with the Investment a Co-Adviser. Any delegation of services pursuant to this Section 3(b) shall be subject to the following conditions: 1. Any fees or compensation payable to any Sub-Adviser shall be paid by the Investment Adviser applicable Co-Adviser(s) and no additional obligation may be incurred on the Fund’s behalf to any Sub-Adviser; except that any Fund expenses that may be incurred by the Investment a Co-Adviser and paid by the Fund to the Investment Co-Adviser directly may be incurred by the Sub-Adviser and paid by the Fund to the Sub-Adviser directly, so long as such payment arrangements are approved by the Fund and the Investment Co-Adviser prior to the Sub-Adviser’s incurring such expenses. 2. If the Investment Adviser delegates its responsibilities to more than one SubThe Co-Adviser, the Investment Adviser Advisers shall be responsible for assigning to each any Sub-Adviser that portion of the assets of the Portfolio for which the Sub-Adviser is to act as Sub-Adviser, subject to the approval of the Fund’s Board of Directors. 3. To the extent that any obligations of the Investment Adviser Co-Advisers or any Sub-Adviser require any service provider of the Fund or Portfolio to furnish information or services, such information or services shall be furnished by the Fund’s or the Portfolio’s service providers directly to both the Investment Adviser Co-Advisers and any Sub-Adviser.

Sub-Advisers. The Investment Adviser may delegate certain of its responsibilities hereunder with respect to provision of the investment advisory services set forth in Section 3(a) above to one or more other parties (each such party, a “"Sub-Adviser”"), pursuant in each case to a written agreement with such Sub-Adviser that meets the applicable requirements of Section 15 of the 1940 Act and rules thereunder applicable to contracts for service as investment adviser of a registered investment company (including without limitation the requirements for approval by the Board of Directors Trustees of the Fund Trust and the shareholders of the Portfolioeach Fund), subject, however, to such exemptions as may be granted by the U.S. Securities and Exchange Commission upon application or by rule. Such Sub-Adviser may (but need not) be affiliated with the Investment Adviser. Any delegation of services pursuant to this Section 3(b) shall be subject to the following conditions: 1. Any fees or compensation payable to any Sub-Adviser shall be paid by the Investment Adviser Adviser, and no additional obligation may be incurred on the Fund’s Trust's behalf to any Sub-Adviser; except that any Fund Trust expenses that may be incurred by the Investment Adviser and paid by the Fund Trust to the Investment Adviser directly may be incurred by the Sub-Adviser and paid by the Fund Trust to the Sub-Adviser directly, so long as such payment arrangements are approved by the Fund Trust and the Investment Adviser prior to the Sub-Adviser’s incurring such expenses. 2. If the Investment Adviser delegates its responsibilities to more than one Sub-Adviser, the Investment Adviser shall be responsible for assigning to each Sub-Adviser that portion of the assets of the Portfolio its duties with respect to each Fund for which the Sub-Adviser is to act as Sub-Adviser, subject to the approval of the Fund’s Trust's Board of DirectorsTrustees. 3. To the extent that any obligations of the Investment Adviser or any Sub-Adviser require any service provider of the Trust or any Fund or Portfolio to furnish information or services, such information or services shall be furnished by the Fund’s Trust's or the Portfolio’s Fund's service providers directly to both the Investment Adviser and any Sub-Adviser.

Sub-Advisers. The Investment (a) At its own expense, the Adviser may delegate certain carry out any of its responsibilities hereunder with respect obligations under this Agreement by employing, subject to provision the approval, direction and control of the investment advisory services set forth in Section 3(a) above to Board, one or more other parties (each such party, a “Sub-Adviser”)Advisers who are registered as investment advisers pursuant to the Advisers Act. The Adviser shall: (i) evaluate, pursuant in each case to a written agreement with such select and recommend Sub-Adviser that meets the requirements Advisers to manage all or a portion of Section 15 of the 1940 Act and rules thereunder applicable to contracts for service as investment adviser of a registered investment company (including without limitation the requirements for approval by the Board of Directors of the Fund and the shareholders of the Portfolio), subject, however, to such exemptions as may be granted by the U.S. Securities and Exchange Commission upon application or by rule. Such Sub-Adviser may (but need not) be affiliated with the Investment Adviser. Any delegation of services pursuant to this Section 3(b) shall be subject to the following conditions: 1. Any fees or compensation payable to any Sub-Adviser shall be paid by the Investment Adviser and no additional obligation may be incurred on the Fund’s behalf to assets; (ii) allocate and, when appropriate, reallocate the Fund’s assets among multiple Sub-Advisers; (iii) terminate any Sub-Adviser; except (iv) monitor and evaluate each Sub-Adviser’s performance; and (v) implement procedures reasonable designed to help ensure that any Fund expenses that Sub-Advisers, in providing services to the Fund, comply with the Fund’s investment objective, investment policies, and investment restrictions documented in the Board Policies, the Organizational Documents, the Offering Documents, the Adviser Guidelines, and the Procedures, each as provided to the Adviser by the Fund; the 1940 Act; the Advisers Act, the Securities Act; the 1934 Act; the Internal Revenue Code of 1986, as amended; and other applicable laws. Despite the Advisor’s ability to employ Sub-Advisers to perform the duties set forth in Section 3 of this Agreement, the Adviser shall retain overall supervisory responsibility for the general management and investment of the Fund’s assets. The Adviser shall be liable under this Agreement: (i) for its failure to exercise good faith in the employment of a Sub-Adviser; (ii) for its failure to exercise appropriate supervision of a Sub-Adviser; and (iii) as may be incurred by the Investment Adviser and paid by the Fund to the Investment Adviser directly may be incurred by the Sub-Adviser and paid by the Fund to the Sub-Adviser directly, so long as such payment arrangements are approved otherwise agreed by the Fund and the Investment Adviser prior in writing. (b) Subject to the Sub-Adviser’s incurring such expenses. 2. If the Investment Adviser delegates its responsibilities to more than one Sub-Adviser, the Investment Adviser shall be responsible for assigning to each Sub-Adviser that portion of the assets of the Portfolio for which the Sub-Adviser is to act as Sub-Adviser, subject to the review and approval of the Fund’s Board of Directors. 3. To Board, the extent that any obligations of the Investment Adviser may (i) enter into and amend investment sub-management agreements with new or any current Sub-Adviser require any service provider of the Fund or Portfolio to furnish information or services, such information or services shall be furnished by the Fund’s or the Portfolio’s service providers directly to both the Investment Adviser Advisers; and (ii) replace any Sub-Adviser. (c) Each Sub-Adviser’s employment shall be evidenced by a separate written agreement approved by the Board and, to the extent required by law or regulation, by the shareholders of the Fund.

Sub-Advisers. The Investment Adviser may delegate certain of its responsibilities hereunder with respect to provision of the investment advisory services set forth in Section 3(a) above to one or more other parties (each such party, a “Sub-Adviser”), pursuant in each case to a written agreement with such Sub-Adviser that meets the requirements of Section 15 of the 1940 Act and rules thereunder applicable to contracts for service as investment adviser of a registered investment company (including without limitation the requirements for approval by the Board of Directors trustees of the Fund and the shareholders of the Portfolio), subject, however, to such exemptions as may be granted by the U.S. Securities and Exchange Commission upon application or by rule. Such Sub-Adviser may (but need not) be affiliated with the Investment Adviser. Any delegation of services pursuant to this Section 3(b) shall be subject to the following conditions: 1. Any fees or compensation payable to any Sub-Adviser shall be paid by the Investment Adviser and no additional obligation may be incurred on the Fund’s behalf to any Sub-Adviser; except that any Fund expenses that may be incurred by the Investment Adviser and paid by the Fund to the Investment Adviser directly may be incurred by the Sub-Adviser and paid by the Fund to the Sub-Adviser directly, so long as such payment arrangements are approved by the Fund and the Investment Adviser prior to the Sub-Adviser’s incurring such expenses. 2. If the Investment Adviser delegates its responsibilities to more than one Sub-Adviser, the Investment Adviser shall be responsible for assigning to each Sub-Adviser that portion of the assets of the Portfolio for which the Sub-Adviser is to act as Sub-Adviser, subject to the approval of the Fund’s Board of DirectorsTrustees. 3. To the extent that any obligations of the Investment Adviser or any Sub-Adviser require any service provider Provider of the Fund or Portfolio to furnish information or services, such information or services shall be furnished by the Fund’s or the Portfolio’s service providers directly to both the Investment Adviser and any Sub-Adviser.

Sub-Advisers. The Investment Adviser may delegate certain of its responsibilities hereunder with respect to provision of the investment advisory services set forth in Section 3(a) above to one or more other parties (each such party, a “"Sub-Adviser”"), pursuant in each case to a written agreement with such Sub-Adviser that meets the requirements of Section 15 of the 1940 Act and rules thereunder applicable to contracts for service as investment adviser of a registered investment company (including without limitation the requirements for approval by the Board of Directors of the Fund and the shareholders of the Portfolio), subject, however, to such exemptions as may be granted by the U.S. Securities and Exchange Commission upon application or by rule. Such Sub-Adviser may (but need not) be affiliated with the Investment Adviser. Any delegation of services pursuant to this Section 3(b) shall be subject to the following conditions: 1. Any fees or compensation payable to any Sub-Adviser shall be paid by the Investment Adviser and no additional obligation may be incurred on the Fund’s 's behalf to any Sub-Adviser; except that any Fund expenses that may be incurred by the Investment Adviser and paid by the Fund to the Investment Adviser directly may be incurred by the Sub-Adviser and paid by the Fund to the Sub-Adviser directly, so long as such payment arrangements are approved by the Fund and the Investment Adviser prior to the Sub-Adviser’s 's incurring such expenses. 2. If the Investment Adviser delegates its responsibilities to more than one Sub-Adviser, the Investment Adviser shall be responsible for assigning to each Sub-Adviser that portion of the assets of the Portfolio for which the Sub-Adviser is to act as Sub-Adviser, subject to the approval of the Fund’s 's Board of Directors. 3. To the extent that any obligations of the Investment Adviser or any Sub-Adviser require any service provider of the Fund or Portfolio to furnish information or services, such information or services shall be furnished by the Fund’s 's or the Portfolio’s 's service providers directly to both the Investment Adviser and any Sub-Adviser.

Sub-Advisers. The Investment Adviser may delegate certain of its responsibilities hereunder with respect to provision of the investment advisory services set forth in Section 3(a) above to one or more other parties (each such party, a “"Sub-Adviser”"), pursuant in each case to a written agreement with such Sub-Adviser that meets the requirements of Section 15 of the 1940 Act and rules thereunder applicable to contracts for service as investment adviser of a registered investment company (including without limitation the requirements for approval by the Board of Directors Trustees of the Fund and the shareholders of the Portfolio), subject, however, to such exemptions as may be granted by the U.S. Securities and Exchange Commission upon application or by rule. Such Sub-Adviser may (but need not) be affiliated with the Investment Adviser. Any delegation of services pursuant to this Section 3(b) shall be subject to the following conditions: 1. Any fees or compensation payable to any Sub-Adviser shall be paid by the Investment Adviser and no additional obligation may be incurred on the Fund’s 's behalf to any Sub-Adviser; except that any Fund expenses that may be incurred by the Investment Adviser and paid by the Fund to the Investment Adviser directly may be incurred by the Sub-Adviser and paid by the Fund to the Sub-Adviser directly, so long as such payment arrangements are approved by the Fund and the Investment Adviser prior to the Sub-Adviser’s 's incurring such expenses. 2. If the Investment Adviser delegates its responsibilities to more than one Sub-Adviser, the Investment Adviser shall be responsible for assigning to each Sub-Adviser that portion of the assets of the Portfolio for which the Sub-Adviser is to act as Sub-Adviser, subject to the approval of the Fund’s 's Board of DirectorsTrustees. 3. To the extent that any obligations of the Investment Adviser or any Sub-Adviser require any service provider of the Fund or Portfolio to furnish information or services, such information or services shall be furnished by the Fund’s 's or the Portfolio’s 's service providers directly to both the Investment Adviser and any Sub-Adviser.

Sub-Advisers. The Investment Adviser may delegate certain of its responsibilities hereunder with respect to provision of the investment advisory services set forth in Section 3(a) above to one or more other parties (each such party, a “Sub-Adviser”), pursuant in each case to a written agreement with such Sub-Adviser that meets the requirements of Section 15 of the 1940 Act and rules thereunder applicable to contracts for service as investment adviser of a registered investment company (including without limitation the requirements for approval by the Board of Directors of the Fund and the shareholders of the Portfolio), subject, however, to such exemptions as may be granted by the U.S. Securities and Exchange Commission upon application or by rule. Such Sub-Adviser may (but need not) be affiliated with the Investment Adviser. Any delegation of services pursuant to this Section 3(b) shall be subject to the following conditions: 1. Any fees or compensation payable to any Sub-Adviser shall be paid by the Investment Adviser and no additional obligation may be incurred on the FundCompany’s behalf to any Sub-Adviser; except that any Fund Company expenses that may be incurred by the Investment Adviser and paid by the Fund Company to the Investment Adviser directly may be incurred by the Sub-Adviser and paid by the Fund Company to the Sub-Sub- Adviser directly, so long as such payment arrangements are approved by the Fund Company and the Investment Adviser prior to the Sub-Adviser’s incurring such expenses. 2. If the Investment Adviser delegates its responsibilities to more than one Sub-Adviser, the Investment Adviser shall be responsible for assigning to each Sub-Adviser that portion of the assets of the Portfolio Company for which the Sub-Adviser is to act as Sub-Adviser, subject to the approval of the Company’s and the Fund’s Board Boards of Directors. 3. To the extent that any obligations of the Investment Adviser or any Sub-Adviser require any service provider of the Fund or Portfolio Company to furnish information or services, such information or services shall be furnished by the Fund’s or the PortfolioCompany’s service providers directly to both the Investment Adviser and any Sub-Adviser.