Common use of Sub-Advisory Services Clause in Contracts

Sub-Advisory Services. The Sub-Adviser shall have full discretionary authority for portfolio investment decisions for a Fund (or each portion of a Fund’s assets allocated to the Sub-Adviser by the Adviser), including determining, from time to time, what securities (and other financial instruments) shall be purchased for the Fund, what securities (and other financial instruments) shall be held or sold by the Fund, and what portion of the Fund’s assets shall be held uninvested in cash, subject always to the provisions of the Trust’s Agreement and Declaration of Trust, By-Laws and each Fund’s prospectus and statement of additional information as set forth in the Trust’s registration statement on Form N-1A (the “Registration Statement”) under the 1940 Act, and under the Securities Act of 1933, as amended (the “1933 Act”), covering Fund shares, as filed with the U.S. Securities and Exchange Commission (the “SEC”), and to the investment objectives, policies and restrictions of each Fund, as shall be from time to time in effect, and such other limitations, policies and procedures as the Board or the Adviser may reasonably impose from time to time and provide in writing to the Sub-Adviser (the “Investment Policies”). No reference in this Agreement to the Sub-Adviser having full discretionary authority over each Fund’s portfolio investment decisions shall in any way limit the right of the Board or the Adviser to establish or revise policies in connection with the management of a Fund’s assets or to otherwise exercise its right to control the overall management of the Trust and each Fund. The scope of the Sub-Adviser’s authority for trading portfolio securities (and other financial instruments) for a Fund, including selecting broker-dealers to execute purchase and sale transactions (“trading authority”), shall initially be as set forth on Schedule A hereto (which may differ by Fund). The Adviser may revise the scope of the Sub-Adviser’s trading authority upon the provision of at least 30 days’ written notice to the Sub-Adviser. Absent the Sub-Adviser’s provision of written notice declining such change, such a change shall be effective as of the later of the end of such 30-day period or the date set forth in such notice. If Schedule A indicates “partially discretionary” trading authority, initially, the Adviser shall retain discretionary trading authority for a mutually agreed subset of the Fund’s portfolio investments (the “Subset”), and the Sub-Adviser shall be responsible for providing non-discretionary trading recommendations to the Adviser with respect to the Subset (in accordance with the applicable terms of the “non-discretionary” trading authority paragraph below). In addition, the Sub-Adviser shall have full discretionary trading authority for the remaining portion of the Fund’s portfolio (in accordance with the applicable terms of the “discretionary” trading authority paragraph below). If Schedule A indicates “fully discretionary” trading authority, initially, the Sub-Adviser shall exercise full trading authority for a Fund with respect to purchases, sales or other transactions, as well as with respect to all other such things necessary or incidental to the furtherance or conduct of such purchases, sales or other transactions. If Schedule A indicates “non-discretionary” trading authority, initially, the Sub-Adviser shall be responsible for promptly informing the Adviser (or another investment sub-advisory firm designated by the Adviser (herein, a “Trading Adviser”)) of portfolio investment decisions for a Fund in writing pursuant to mutually agreed notification protocols. In turn, the parties understand and acknowledge that the Adviser or the Trading Adviser, as the case may be, will fully rely on such notifications to effect the security (and other financial instrument) trading execution for each Fund’s portfolio investments. Additionally, the Adviser and the Trading Adviser, as the case may be, has full discretionary authority to select broker-dealers to effect the trading execution for a Fund’s portfolio investments. In the event the Adviser or the Trading Adviser desire clarification on a particular Sub-Adviser notification, the Adviser or the Trading Adviser, as the case may be, will seek guidance from the Sub-Adviser prior to executing any transaction in question. In any case (e.g., non-discretionary, partial discretion, or full discretion), the Adviser may retain such discretionary authority as it deems appropriate for effecting in-kind and other transactions of Fund portfolio investments vis-à-vis “creation units.” Regardless of the scope of the Sub-Adviser’s trading authority, the Sub-Adviser acknowledges that the Board retains ultimate authority over each Fund and may take any and all actions necessary and reasonable to protect the interests of Fund shareholders.

Sub-Advisory Services. (a) The Sub-Adviser shall, subject to the supervision and oversight of the Adviser, manage the investment and reinvestment of such portion of the assets of the Fund, as the Adviser may from time to time allocate to the Sub-Adviser for management (the “Sub-Advised Assets”). The Sub-Adviser shall have full discretionary authority for portfolio investment decisions for a Fund (or each portion of a Fund’s assets allocated to manage the Sub-Adviser by Advised Assets in conformity with (i) the Adviser)investment objective, including determining, from time to time, what securities (policies and other financial instruments) shall be purchased for the Fund, what securities (and other financial instruments) shall be held or sold by the Fund, and what portion restrictions of the Fund’s assets shall be held uninvested Fund set forth in cash, subject always to the provisions of the Trust’s Agreement and Declaration of Trust, By-Laws and each Fund’s prospectus and statement of additional information relating to the Fund, as set forth in they may be amended from time to time, any additional policies or guidelines, including without limitation compliance policies and procedures, established by the Adviser, the Trust’s registration statement on Form N-1A Chief Compliance Officer, or by the Trust’s Board of Trustees (the “Registration StatementBoard”) under the 1940 Act, and under the Securities Act of 1933, as amended (the “1933 Act”), covering Fund shares, as filed with the U.S. Securities and Exchange Commission (the “SEC”), and to the investment objectives, policies and restrictions of each Fund, as shall be from time to time in effect, and such other limitations, policies and procedures as the Board or the Adviser may reasonably impose from time to time and provide that have been furnished in writing to the Sub-Adviser, (ii) the written instructions and directions received from the Adviser and the Trust as delivered; and (iii) the requirements of the Investment Company Act of 1940 (the “Investment Policies1940 Act”). No reference in this Agreement , the Investment Advisers Act of 1940 (“Advisers Act”), and all other federal and state laws applicable to the Sub-Adviser having full discretionary authority over each Fund’s portfolio registered investment decisions shall in any way limit the right of the Board or the Adviser to establish or revise policies in connection with the management of a Fund’s assets or to otherwise exercise its right to control the overall management of the Trust companies and each Fund. The scope of the Sub-Adviser’s authority for trading portfolio securities (and other financial instruments) for a Fundduties under this Agreement, including selecting broker-dealers all as may be in effect from time to execute purchase and sale transactions (“trading authority”), shall initially be as set forth on Schedule A hereto (which may differ by Fund)time. The Adviser may revise foregoing are referred to below together as the scope “Policies.” For purposes of compliance with the Policies, the Sub-Adviser’s trading authority upon the provision of at least 30 days’ written notice Adviser shall be entitled to treat the Sub-Adviser. Absent Advised Assets as though the Sub-Adviser’s provision of written notice declining such change, such a change shall be effective as of Advised Assets constituted the later of the end of such 30-day period or the date set forth in such notice. If Schedule A indicates “partially discretionary” trading authority, initially, the Adviser shall retain discretionary trading authority for a mutually agreed subset of the entire Fund’s portfolio investments (the “Subset”), and the Sub-Adviser shall not be responsible in any way for providing nonthe compliance of any assets of the Fund, other than the Sub-discretionary trading recommendations Advised Assets, with the Policies. Subject to the Adviser with respect to the Subset (in accordance with the applicable terms of the “non-discretionary” trading authority paragraph below). In additionforegoing, the Sub-Adviser shall have full discretionary trading authority for is authorized, in its discretion and without prior consultation with the remaining portion Adviser, to buy, sell, lend and otherwise trade in any stocks, bonds and other securities and investment instruments on behalf of the Fund’s , without regard to the length of time the securities have been held and the resulting rate of portfolio (in accordance with turnover or any tax considerations; and the applicable terms majority or the whole of the “discretionary” trading authority paragraph below). If Schedule A indicates “fully discretionary” trading authoritySub-Advised Assets may be invested in such proportions of stocks, initiallybonds, other securities or investment instruments, or cash, as the Sub-Adviser shall exercise full trading authority for a Fund with respect to purchasesdetermine. Notwithstanding the foregoing provisions of this Section 2(a), sales or other transactionshowever, as well as with respect to all other such things necessary or incidental to the furtherance or conduct of such purchases, sales or other transactions. If Schedule A indicates “non-discretionary” trading authority, initially, (i) the Sub-Adviser shall be responsible for promptly informing shall, upon and in accordance with written instructions from the Adviser (or another investment sub-advisory firm designated by the Adviser (herein, a “Trading Adviser”)) of portfolio investment decisions for a Fund in writing pursuant to mutually agreed notification protocols. In turn, the parties understand and acknowledge that the Adviser or the Trading Adviser, as the case may be, will fully rely on effect such notifications to effect the security (and other financial instrument) trading execution portfolio transactions for each Fund’s portfolio investments. Additionally, the Adviser and the Trading Adviser, as the case may be, has full discretionary authority to select broker-dealers to effect the trading execution for a Fund’s portfolio investments. In the event the Adviser or the Trading Adviser desire clarification on a particular Sub-Adviser notification, the Adviser or the Trading Adviser, as the case may be, will seek guidance from the Sub-Advised Assets as the Adviser prior shall determine are necessary in order for the Fund to executing any transaction in question. In any case comply with the Policies, and (e.g., nonii) upon notice to the Sub-discretionary, partial discretion, or full discretion)Adviser, the Adviser may retain such discretionary authority as it deems appropriate for effecting effect in-kind and other transactions of Fund portfolio investments vis-à-vis “creation units.” Regardless redemptions with shareholders of the scope of Fund with securities included within the Sub-Adviser’s trading authority, the Sub-Adviser acknowledges that the Board retains ultimate authority over each Fund and may take any and all actions necessary and reasonable to protect the interests of Fund shareholdersAdvised Assets.

Sub-Advisory Services. a. The Sub-Adviser shall have full discretionary authority for portfolio investment decisions for a Fund (or each portion of a Fund’s assets allocated Subadviser shall, subject to the Sub-Adviser supervision of the Manager and in cooperation with the Manager, as administrator, or with any other administrator appointed by the AdviserManager (the “Administrator”), including determining, from time to time, what securities (manage the investment and other financial instruments) shall be purchased for the Fund, what securities (and other financial instruments) shall be held or sold by the Fund, and what portion reinvestment of the Fund’s assets shall be held uninvested in cash, subject always to the provisions of the Trust’s Agreement Portfolio. The Subadviser shall invest and Declaration reinvest the assets of Trustthe Portfolio in conformity with (1) the investment objective, By-Laws policies and each restrictions of the Portfolio set forth in the Fund’s prospectus and statement of additional information information, as set forth in revised or supplemented from time to time, relating to the Trust’s registration statement on Form N-1A Portfolio (the “Registration StatementProspectus”), (2) under any additional policies or guidelines established by the 1940 Act, Manager or by the Fund’s Directors that have been furnished in writing to the Subadviser and under (3) the Securities Act provisions of 1933, as amended the Internal Revenue Code (the “1933 ActCode”) applicable to “regulated investment companies” (as defined in Section 851 of the Code) and “segregated asset accounts” (as defined in Section 817 of the Code) including, but not limited to, the diversification requirements of Section 817(h) of the Code and the regulations thereunder, all as from time to time in effect (collectively, the “Policies”), covering Fund sharesand with all applicable provisions of law, as filed with including without limitation all applicable provisions of the U.S. Investment Company Act of 1940 (the “1940 Act”) the rules and regulations thereunder and the interpretive opinions thereof of the staff of the Securities and Exchange Commission (the “SEC”) (“SEC Positions”); provided, however, that the Manager agrees to inform the Subadviser of any and all applicable state insurance law restrictions that operate to limit or restrict the investments the Portfolio might otherwise make (“Insurance Restrictions”), and to inform the Subadviser promptly of any changes in such Insurance Restrictions. Subject to the foregoing, the Subadviser is authorized, in its discretion and without prior consultation with the Manager, to buy, sell, lend and otherwise trade in any stocks, bonds and other securities and investment objectivesinstruments on behalf of the Portfolio, policies without regard to the length of time the securities have been held and restrictions the resulting rate of each Fund, as shall be from time to time in effect, portfolio turnover or any tax considerations; and such other limitations, policies and procedures as the Board majority or the Adviser may reasonably impose from time to time and provide in writing to the Sub-Adviser (the “Investment Policies”). No reference in this Agreement to the Sub-Adviser having full discretionary authority over each Fund’s portfolio investment decisions shall in any way limit the right whole of the Board or the Adviser to establish or revise policies in connection with the management of a Fund’s assets or to otherwise exercise its right to control the overall management of the Trust and each Fund. The scope of the Sub-Adviser’s authority for trading portfolio securities (and other financial instruments) for a Fund, including selecting broker-dealers to execute purchase and sale transactions (“trading authority”), shall initially Portfolio may be as set forth on Schedule A hereto (which may differ by Fund). The Adviser may revise the scope of the Sub-Adviser’s trading authority upon the provision of at least 30 days’ written notice to the Sub-Adviser. Absent the Sub-Adviser’s provision of written notice declining such change, such a change shall be effective as of the later of the end of such 30-day period or the date set forth invested in such notice. If Schedule A indicates “partially discretionary” trading authorityproportions of stocks, initiallybonds, the Adviser shall retain discretionary trading authority for a mutually agreed subset of the Fund’s portfolio investments (the “Subset”)other securities or investment instruments, and the Sub-Adviser shall be responsible for providing non-discretionary trading recommendations to the Adviser with respect to the Subset (in accordance with the applicable terms of the “non-discretionary” trading authority paragraph below). In addition, the Sub-Adviser shall have full discretionary trading authority for the remaining portion of the Fund’s portfolio (in accordance with the applicable terms of the “discretionary” trading authority paragraph below). If Schedule A indicates “fully discretionary” trading authority, initially, the Sub-Adviser shall exercise full trading authority for a Fund with respect to purchases, sales or other transactions, as well as with respect to all other such things necessary or incidental to the furtherance or conduct of such purchases, sales or other transactions. If Schedule A indicates “non-discretionary” trading authority, initially, the Sub-Adviser shall be responsible for promptly informing the Adviser (or another investment sub-advisory firm designated by the Adviser (herein, a “Trading Adviser”)) of portfolio investment decisions for a Fund in writing pursuant to mutually agreed notification protocols. In turn, the parties understand and acknowledge that the Adviser or the Trading Advisercash, as the case may beSubadviser shall determine. Notwithstanding the foregoing provisions of this Section 1.a, will fully rely on such notifications to effect the security (and other financial instrument) trading execution for each Fund’s portfolio investments. Additionallyhowever, the Adviser and Subadviser shall, upon written instructions from the Trading AdviserManager, effect such portfolio transactions for the Portfolio as the case may be, has full discretionary authority Manager shall determine are necessary in order for the Portfolio to select broker-dealers to effect comply with the trading execution for a Fund’s portfolio investments. In the event the Adviser or the Trading Adviser desire clarification on a particular Sub-Adviser notification, the Adviser or the Trading Adviser, as the case may be, will seek guidance from the Sub-Adviser prior to executing any transaction in question. In any case (e.g., non-discretionary, partial discretion, or full discretion), the Adviser may retain such discretionary authority as it deems appropriate for effecting in-kind and other transactions of Fund portfolio investments vis-à-vis “creation unitsPolicies.” Regardless of the scope of the Sub-Adviser’s trading authority, the Sub-Adviser acknowledges that the Board retains ultimate authority over each Fund and may take any and all actions necessary and reasonable to protect the interests of Fund shareholders.

Sub-Advisory Services. The Sub-Adviser shall have full discretionary authority for portfolio investment decisions for a Fund (or each portion of a Fund’s assets allocated recommend to the Sub-Adviser by the Adviser), including determining, from time to time, what securities (and other financial instruments) shall be purchased for the FundFunds, what securities (and other financial instruments) shall be held or sold by the Fund, Funds and what portion of the Fund’s Funds’ assets shall be held uninvested in cash, subject always to the provisions of the Trust’s Agreement and Declaration of Trust, By-Laws and each Fund’s prospectus and statement of additional information as set forth in the Trust’s registration statement on Form N-1A (the “Registration Statement”) under the 1940 Act, and under the Securities Act of 1933, as amended (the “1933 Act”), covering Fund shares, as filed with the U.S. Securities and Exchange Commission (the “SEC”), and to the investment objectives, policies and restrictions of each Fund, as shall be from time to time in effect, effect and such other limitations, policies and procedures as the Board or the Adviser may reasonably impose from time to time and provide in writing to the Sub-Adviser (the “Investment Policies”). No reference The Sub-Adviser shall be responsible for promptly informing the Adviser of each such recommendation for each Fund in writing pursuant to mutually agreed notification protocols. In turn, the parties understand and acknowledge that the Adviser will rely on such recommendations to make final investment determinations for the security purchases, holdings, and sales for each Fund’s investment portfolio. The Sub-Adviser’s authority with respect to the Funds is non-discretionary. Nothing in this Agreement to the Sub-Adviser having full discretionary authority over each Fund’s portfolio investment decisions shall in any way limit the right of the Board or the Adviser to establish or revise policies in connection with the management of a Fund’s assets or to otherwise exercise its right to control the overall management of the Trust and each Fund. The scope of the Sub-Adviser’s authority for trading portfolio securities (and other financial instruments) for a Fund, including selecting broker-dealers to execute purchase and sale transactions (“trading authority”), shall initially be as set forth on Schedule A hereto (which may differ by Fund). The Adviser may revise the scope of the Sub-Adviser’s trading authority upon the provision of at least 30 days’ written notice to the Sub-Adviser. Absent the Sub-Adviser’s provision of written notice declining such change, such a change shall be effective as of the later of the end of such 30-day period or the date set forth in such notice. If Schedule A indicates “partially discretionary” trading authority, initially, the Adviser shall retain discretionary trading authority for a mutually agreed subset of the Fund’s portfolio investments (the “Subset”), and the Sub-Adviser shall be responsible for providing non-discretionary trading recommendations to the Adviser with respect to the Subset (in accordance with the applicable terms of the “non-discretionary” trading authority paragraph below). In addition, the Sub-Adviser shall have full discretionary trading authority for the remaining portion of the Fund’s portfolio (in accordance with the applicable terms of the “discretionary” trading authority paragraph below). If Schedule A indicates “fully discretionary” trading authority, initially, the Sub-Adviser shall exercise full trading authority for a Fund with respect to purchases, sales or other transactions, as well as with respect to all other such things necessary or incidental to the furtherance or conduct of such purchases, sales or other transactions. If Schedule A indicates “non-discretionary” trading authority, initially, the Sub-Adviser shall be responsible for promptly informing the Adviser (or another investment sub-advisory firm designated by the Adviser (herein, a “Trading Adviser”)) of portfolio investment decisions for a Fund in writing pursuant to mutually agreed notification protocols. In turn, the parties understand and acknowledge that the Adviser or the Trading Adviser, as the case may be, will fully rely on such notifications to effect the security (and other financial instrument) trading execution for each Fund’s portfolio investments. Additionally, the Adviser and the Trading Adviser, as the case may be, has full discretionary authority to select broker-dealers to effect the trading execution for a Fund’s portfolio investments. In the event the Adviser or the Trading Adviser desire clarification on a particular Sub-Adviser notification, the Adviser or the Trading Adviser, as the case may be, will seek guidance from the Sub-Adviser prior to executing any transaction in question. In any case (e.g., non-discretionary, partial discretion, or full discretion), the Adviser may retain such discretionary authority as it deems appropriate for effecting in-kind and other transactions of Fund portfolio investments vis-à-vis “creation units.” Regardless of the scope of the Sub-Adviser’s trading authority, the Sub-Adviser acknowledges that the Board retains ultimate authority over each Fund and may take any and all actions necessary and reasonable to protect the interests of Fund shareholders.

Sub-Advisory Services. The Sub-Adviser shall have full discretionary authority for portfolio investment decisions for a Fund (or each portion of a Fund’s assets allocated to the Sub-Adviser by the Adviser), including determining, from time to time, what securities (and other financial instruments) shall be purchased for the Fund, what securities (and other financial instruments) shall be held or sold by the Fund, and what portion of the Fund’s assets shall be held uninvested in cash, subject always to the provisions of the Trust’s Agreement and Declaration of Trust, By-Laws and each Fund’s prospectus and statement of additional information as set forth in the Trust’s registration statement on Form N-1A (the “Registration Statement”) under the 1940 Act, and under the Securities Act of 1933, as amended (the “1933 Act”), covering Fund shares, as filed with the U.S. Securities and Exchange Commission (the “SEC”), and to the investment objectives, policies and restrictions of each Fund, as shall be from time to time in effect, and such other limitations, policies and procedures as the Board or the Adviser may reasonably impose from time to time and provide in writing to the Sub-Adviser (the “Investment Policies”). No reference in this Agreement to the Sub-Adviser having full discretionary authority over each Fund’s portfolio investment decisions shall in any way limit the right of the Board or the Adviser to establish or revise policies in connection with the management of a Fund’s assets or to otherwise exercise its right to control the overall management of the Trust and each Fund. The scope of the Sub-Adviser’s authority for trading portfolio securities (and other financial instruments) for a Fund, including selecting broker-dealers to execute purchase and sale transactions (“trading authority”), shall initially be as set forth on Schedule A hereto (which may differ by Fund). The Adviser may revise the scope of the Sub-Adviser’s trading authority upon the provision of at least 30 days’ written notice to the Sub-Adviser. Absent the Sub-Adviser’s provision of written notice declining such change, such a change shall be effective as of the later of the end of such 30-day period or the date set forth in such notice. If Schedule A indicates “partially discretionary” trading authority, initially, the Adviser shall retain discretionary trading authority for a mutually agreed subset of the Fund’s portfolio investments (the “Subset”), and the Sub-Adviser shall be responsible for providing non-discretionary trading recommendations to the Adviser with respect to the Subset (in accordance with the applicable terms of the “non-discretionary” trading authority paragraph below). In addition, the Sub-Adviser shall have full discretionary trading authority for the remaining portion of the Fund’s portfolio (in accordance with the applicable terms of the “discretionary” trading authority paragraph below). If Schedule A indicates “fully discretionary” trading authority, initially, the Sub-Adviser shall exercise full trading authority for a Fund with respect to purchases, sales or other transactions, as well as with respect to all other such things necessary or incidental to the furtherance or conduct of such purchases, sales or other transactions. If Schedule A indicates “non-discretionary” trading authority, initially, the Sub-Adviser shall be responsible for promptly informing the Adviser (or another investment sub-advisory firm designated by the Adviser (herein, a “Trading Adviser”)) of portfolio investment decisions for a Fund in writing pursuant to mutually agreed notification protocols. In turn, the parties understand and acknowledge that the Adviser or the Trading Adviser, as the case may be, will fully rely on such notifications to effect the security (and other financial instrument) trading execution for each Fund’s portfolio investments. AdditionallyThe Adviser and the Trading Adviser shall have no discretionary authority for portfolio investment decisions for a Fund; however, each of the Adviser and the Trading Adviser, as the case may be, has full discretionary authority to select broker-dealers to effect the trading execution for a Fund’s portfolio investments. In the event the Adviser or the Trading Adviser desire clarification on a particular Sub-Adviser notification, the Adviser or the Trading Adviser, as the case may be, will seek guidance from the Sub-Adviser prior to executing any transaction in question. In any case (e.g., non-discretionary, partial discretion, or full discretion), the Adviser may retain such discretionary authority as it deems appropriate for effecting in-kind and other transactions of Fund portfolio investments vis-à-vis “creation units.” Regardless of the scope of the Sub-Adviser’s trading authority, the Sub-Adviser acknowledges that the Board retains ultimate authority over each Fund and may take any and all actions necessary and reasonable to protect the interests of Fund shareholders.

Sub-Advisory Services. The Sub-Adviser shall have full discretionary authority for portfolio investment decisions for a Fund (or each portion of a Fund’s assets allocated to the Sub-Adviser by the Adviser), including determiningdetermine, from time to time, what securities (and other financial instruments) shall be purchased for the each Fund, what securities (and other financial instruments) shall be held or sold by the Fund, each Fund and what portion of the each Fund’s assets shall be held uninvested in cash, subject always to the provisions of the Trust’s Agreement and Declaration of Trust, By-Laws and each Fund’s prospectus and statement of additional information as set forth in the Trust’s registration statement on Form N-1A N‑1A (the “Registration Statement”) under the 1940 Act, and under the Securities Act of 1933, as amended (the “1933 Act”), covering Fund shares, as filed with the U.S. Securities and Exchange Commission (the “SEC”), and to the investment objectives, policies and restrictions of each Fund, as shall be from time to time in effect, effect and such other limitations, policies and procedures as the Board or the Adviser may reasonably impose from time to time and provide in writing to the Sub-Adviser Sub‑Adviser (the “Investment Policies”). To carry out such obligations, the Sub‑Adviser shall exercise full discretion and act for each Fund in the same manner and with the same force and effect as each Fund itself might or could do with respect to purchases, sales or other transactions, as well as with respect to all other such things necessary or incidental to the furtherance or conduct of such purchases, sales or other transactions. No reference in this Agreement to the Sub-Adviser having full discretionary authority over each Fund’s portfolio investment decisions investments shall in any way limit the right of the Board or the Adviser to establish or revise policies in connection with the management of a Fund’s assets or to otherwise exercise its right to control the overall management of the Trust and each Fund. The scope of the Sub-Adviser’s authority for trading portfolio securities (and other financial instruments) for a Fund, including selecting broker-dealers to execute purchase and sale transactions (“trading authority”), shall initially be as set forth on Schedule A hereto (which may differ by Fund). The Adviser may revise the scope of the Sub-Adviser’s trading authority upon the provision of at least 30 days’ written notice to the Sub-Adviser. Absent the Sub-Adviser’s provision of written notice declining such change, such a change shall be effective as of the later of the end of such 30-day period or the date set forth in such notice. If Schedule A indicates “partially discretionary” trading authority, initially, the Adviser shall retain discretionary trading authority for a mutually agreed subset of the Fund’s portfolio investments (the “Subset”), and the Sub-Adviser shall be responsible for providing non-discretionary trading recommendations to the Adviser with respect to the Subset (in accordance with the applicable terms of the “non-discretionary” trading authority paragraph below). In addition, the Sub-Adviser shall have full discretionary trading authority for the remaining portion of the Fund’s portfolio (in accordance with the applicable terms of the “discretionary” trading authority paragraph below). If Schedule A indicates “fully discretionary” trading authority, initially, the Sub-Adviser shall exercise full trading authority for a Fund with respect to purchases, sales or other transactions, as well as with respect to all other such things necessary or incidental to the furtherance or conduct of such purchases, sales or other transactions. If Schedule A indicates “non-discretionary” trading authority, initially, the Sub-Adviser shall be responsible for promptly informing the Adviser (or another investment sub-advisory firm designated by the Adviser (herein, a “Trading Adviser”)) of portfolio investment decisions for a Fund in writing pursuant to mutually agreed notification protocols. In turn, the parties understand and acknowledge that the Adviser or the Trading Adviser, as the case may be, will fully rely on such notifications to effect the security (and other financial instrument) trading execution for each Fund’s portfolio investments. Additionally, the Adviser and the Trading Adviser, as the case may be, has full discretionary authority to select broker-dealers to effect the trading execution for a Fund’s portfolio investments. In the event the Adviser or the Trading Adviser desire clarification on a particular Sub-Adviser notification, the Adviser or the Trading Adviser, as the case may be, will seek guidance from the Sub-Adviser prior to executing any transaction in question. In any case (e.g., non-discretionary, partial discretion, or full discretion), the Adviser may retain such discretionary authority as it deems appropriate for effecting in-kind and other transactions of Fund portfolio investments vis-à-vis “creation units.” Regardless of the scope of the Sub-Adviser’s trading authority, the Sub-Adviser acknowledges that the Board retains ultimate authority over each Fund and may take any and all actions necessary and reasonable to protect the interests of Fund shareholders. Notwithstanding the foregoing provisions of Section 2, however, (i) the Sub-Adviser shall, upon and in accordance with written instructions from the Adviser, effect such portfolio transactions for each Fund to comply with the Investment Policies, and (ii) upon notice to the Sub-Adviser, the Adviser may effect in-kind redemptions with shareholders of one or more Funds with the relevant Fund’s holdings.

Sub-Advisory Services. Subject to the supervision of the Board and the Adviser, the Sub-Adviser shall assist the Adviser in providing a continuous investment program with respect to the Fund’s portfolio, including investment research and management with respect to all securities and investments and cash equivalents in the Fund, except as otherwise provided in Section 6 herein. The Sub-Adviser may determine the securities and investments to be purchased, sold or retained by the Fund in accordance with the Adviser’s stewardship investing guidelines. In cooperation with the Sub-Adviser, the Adviser will provide guidance regarding individual securities and/or sectors that shall have full discretionary authority not be purchased for portfolio investment decisions the Fund and reserves the right to remove securities from the Fund that do not meet the Adviser’s social screens. The Sub-Adviser may place orders directly with the issuer or any broker or dealer for a Fund (or each portion of a such securities and investments. The Sub-Adviser will provide services under this Agreement in accordance with the Fund’s assets allocated investment objective, policies and restrictions as stated in the Fund’s currently effective prospectus and statement of additional information, the Trust’s Declaration of Trust and By-laws, each as amended from time to time, and resolutions of the Board applicable to the Fund, each as provided to the Sub-Adviser by the Adviser), including determining, from time . The Sub-Adviser shall have authority to time, what securities (enter into and execute agreements on behalf of the Fund relating to the acquisition or disposition of investment assets and the execution of portfolio transactions pursuant to the Sub-Adviser’s management of the Fund under this Agreement. Such agreements may include foreign exchange contracts and other financial instruments) transactional agreements. Nothing contained herein, however, shall be purchased deemed to authorize the Sub-Adviser to take or receive physical possession of any cash or securities held in the Fund, it being intended that sole responsibility for safekeeping thereof (in such investments as the Sub-Adviser shall direct) and the consummation of all such purchases, sales, deliveries, and investments made pursuant to the Sub-Adviser’s direction shall rest upon the custodian for the Fund, what securities (. The parties hereto also agree that the Sub-Adviser shall not receive or vote proxies or other similar solicitations on behalf of the Fund and that such proxies and other financial instruments) similar solicitations shall be held or sold voted by the Fund, and what portion Adviser in accordance with its procedures. The Sub-Adviser warrants that all actions taken in the exercise of the Fund’s assets shall be held uninvested in cash, subject always to the provisions of the Trust’s Agreement and Declaration of Trust, By-Laws and each Fund’s prospectus and statement of additional information as set forth in the Trust’s registration statement on Form N-1A (the “Registration Statement”) under the 1940 Act, and under the Securities Act of 1933, as amended (the “1933 Act”), covering Fund shares, as filed with the U.S. Securities and Exchange Commission (the “SEC”), and to the investment objectives, policies and restrictions of each Fund, as shall be from time to time in effect, and such other limitations, policies and procedures as the Board or the Adviser may reasonably impose from time to time and provide in writing power herein granted to the Sub-Adviser (will be taken solely and exclusively for the “Investment Policies”). No reference in this Agreement to the Sub-Adviser having full discretionary authority over each Fund’s portfolio investment decisions shall in any way limit the right of the Board or the Adviser to establish or revise policies in connection with the management of a Fund’s assets or to otherwise exercise its right to control the overall management of the Trust and each Fund. The scope of the Sub-Adviser’s authority for trading portfolio securities (and other financial instruments) for a Fund, including selecting broker-dealers to execute purchase and sale transactions (“trading authority”), shall initially be as set forth on Schedule A hereto (which may differ by Fund). The Adviser may revise the scope of the Sub-Adviser’s trading authority upon the provision of at least 30 days’ written notice to the Sub-Adviser. Absent the Sub-Adviser’s provision of written notice declining such change, such a change shall be effective as of the later of the end of such 30-day period or the date set forth in such notice. If Schedule A indicates “partially discretionary” trading authority, initially, the Adviser shall retain discretionary trading authority for a mutually agreed subset benefit of the Fund’s portfolio investments (. Without limiting the “Subset”), and the Sub-Adviser shall be responsible for providing non-discretionary trading recommendations to the Adviser with respect to the Subset (in accordance with the applicable terms generality of the “non-discretionary” trading authority paragraph below). In additionforegoing, the Sub-Adviser shall have full discretionary trading authority for the remaining portion of the Fund’s portfolio (in accordance with the applicable terms of the “discretionary” trading authority paragraph below). If Schedule A indicates “fully discretionary” trading authority, initially, the Sub-Adviser shall exercise full trading authority for a Fund with respect to purchases, sales or other transactions, as well as with respect to all other such things necessary or incidental to the furtherance or conduct of such purchases, sales or other transactions. If Schedule A indicates “non-discretionary” trading authority, initially, the Sub-Adviser shall be responsible for promptly informing the Adviser (or another investment sub-advisory firm designated by the Adviser (herein, a “Trading Adviser”)) of portfolio investment decisions for a Fund in writing pursuant to mutually agreed notification protocols. In turn, the parties understand and acknowledge further agrees that the Adviser or the Trading Adviser, as the case may be, will fully rely on such notifications to effect the security (and other financial instrument) trading execution for each Fund’s portfolio investments. Additionally, the Adviser and the Trading Adviser, as the case may be, has full discretionary authority to select broker-dealers to effect the trading execution for a Fund’s portfolio investments. In the event the Adviser or the Trading Adviser desire clarification on a particular Sub-Adviser notification, the Adviser or the Trading Adviser, as the case may be, will seek guidance from the Sub-Adviser prior to executing any transaction in question. In any case (e.g., non-discretionary, partial discretion, or full discretion), the Adviser may retain such discretionary authority as it deems appropriate for effecting in-kind and other transactions of Fund portfolio investments vis-à-vis “creation units.” Regardless of the scope of the Sub-Adviser’s trading authority, the Sub-Adviser acknowledges that the Board retains ultimate authority over each Fund and may take any and all actions necessary and reasonable to protect the interests of Fund shareholders.it:

Sub-Advisory Services. (a) The Sub-Adviser shall, subject to the supervision and oversight of the Adviser, manage the investment and reinvestment of such portion of the assets of the Fund, as the Adviser may from time to time allocate to the Sub-Adviser for management (the “Sub-Advised Assets”), subject to the Adviser’s direction with respect to security selection. The Sub-Adviser shall have full discretionary authority for portfolio investment decisions for a Fund (or each portion of a Fund’s assets allocated to manage the Sub-Adviser by Advised Assets in conformity with (i) the Adviser)investment objective, including determining, from time to time, what securities (policies and other financial instruments) shall be purchased for the Fund, what securities (and other financial instruments) shall be held or sold by the Fund, and what portion restrictions of the Fund’s assets shall be held uninvested Fund set forth in cash, subject always to the provisions of the Trust’s Agreement and Declaration of Trust, By-Laws and each Fund’s prospectus and statement of additional information relating to the Fund, as set forth in they may be amended from time to time, any additional policies or guidelines, including without limitation compliance policies and procedures, established by the Adviser, the Trust’s registration statement on Form N-1A Chief Compliance Officer, or by the Trust’s Board of Trustees (the “Registration StatementBoard”) under the 1940 Act, and under the Securities Act of 1933, as amended (the “1933 Act”), covering Fund shares, as filed with the U.S. Securities and Exchange Commission (the “SEC”), and to the investment objectives, policies and restrictions of each Fund, as shall be from time to time in effect, and such other limitations, policies and procedures as the Board or the Adviser may reasonably impose from time to time and provide that have been furnished in writing to the Sub-Adviser, (ii) the written instructions and directions received from the Adviser and the Trust as delivered; and (iii) the requirements of the Investment Company Act of 1940 (the “Investment Policies1940 Act”). No reference in this Agreement , the Investment Advisers Act of 1940 (“Advisers Act”), and all other federal and state laws applicable to the Sub-Adviser having full discretionary authority over each Fund’s portfolio registered investment decisions shall in any way limit the right of the Board or the Adviser to establish or revise policies in connection with the management of a Fund’s assets or to otherwise exercise its right to control the overall management of the Trust companies and each Fund. The scope of the Sub-Adviser’s authority for trading portfolio securities (and other financial instruments) for a Fundduties under this Agreement, including selecting broker-dealers all as may be in effect from time to execute purchase and sale transactions (“trading authority”), shall initially be as set forth on Schedule A hereto (which may differ by Fund)time. The Adviser may revise foregoing are referred to below together as the scope “Policies.” For purposes of compliance with the Policies, the Sub-Adviser’s trading authority upon the provision of at least 30 days’ written notice Adviser shall be entitled to treat the Sub-Adviser. Absent Advised Assets as though the Sub-Adviser’s provision of written notice declining such change, such a change shall be effective as of Advised Assets constituted the later of the end of such 30-day period or the date set forth in such notice. If Schedule A indicates “partially discretionary” trading authority, initially, the Adviser shall retain discretionary trading authority for a mutually agreed subset of the entire Fund’s portfolio investments (the “Subset”), and the Sub-Adviser shall not be responsible in any way for providing nonthe compliance of any assets of the Fund, other than the Sub-discretionary trading recommendations Advised Assets, with the Policies. Subject to the Adviser with respect to the Subset (in accordance with the applicable terms of the “non-discretionary” trading authority paragraph below). In additionforegoing, the Sub-Adviser shall is authorized, in its discretion and without prior consultation with the Adviser, to buy, sell, lend and otherwise trade in stocks, bonds and other securities and investment instruments that have full discretionary trading authority for been approved by the remaining portion Adviser on behalf of the Fund’s , without regard to the length of time the securities have been held and the resulting rate of portfolio (in accordance with turnover or any tax considerations; and the applicable terms majority or the whole of the “discretionary” trading authority paragraph below). If Schedule A indicates “fully discretionary” trading authoritySub-Advised Assets may be invested in such proportions of stocks, initiallybonds, other securities or investment instruments, or cash, as the Sub-Adviser shall exercise full trading authority for a Fund with respect to purchasesdetermine. Notwithstanding the foregoing provisions of this Section 2(a), sales or other transactionshowever, as well as with respect to all other such things necessary or incidental to the furtherance or conduct of such purchases, sales or other transactions. If Schedule A indicates “non-discretionary” trading authority, initially, (i) the Sub-Adviser shall be responsible for promptly informing shall, upon and in accordance with written instructions from the Adviser (or another investment sub-advisory firm designated by the Adviser (herein, a “Trading Adviser”)) of portfolio investment decisions for a Fund in writing pursuant to mutually agreed notification protocols. In turn, the parties understand and acknowledge that the Adviser or the Trading Adviser, as the case may be, will fully rely on effect such notifications to effect the security (and other financial instrument) trading execution portfolio transactions for each Fund’s portfolio investments. Additionally, the Adviser and the Trading Adviser, as the case may be, has full discretionary authority to select broker-dealers to effect the trading execution for a Fund’s portfolio investments. In the event the Adviser or the Trading Adviser desire clarification on a particular Sub-Adviser notification, the Adviser or the Trading Adviser, as the case may be, will seek guidance from the Sub-Advised Assets as the Adviser prior shall determine are necessary in order for the Fund to executing any transaction in question. In any case comply with the Policies, and (e.g., nonii) upon notice to the Sub-discretionary, partial discretion, or full discretion)Adviser, the Adviser may retain such discretionary authority as it deems appropriate for effecting effect in-kind and other transactions of Fund portfolio investments vis-à-vis “creation units.” Regardless redemptions with shareholders of the scope of Fund with securities included within the Sub-Adviser’s trading authority, the Sub-Adviser acknowledges that the Board retains ultimate authority over each Fund and may take any and all actions necessary and reasonable to protect the interests of Fund shareholdersAdvised Assets.

Sub-Advisory Services. The Sub-Adviser shall have full discretionary authority for portfolio investment decisions for a Fund (or each portion of a Fund’s assets allocated to the Sub-Adviser by the Adviser), including determiningdetermine, from time to time, what securities (and other financial instruments) shall be purchased for the FundFunds, what securities (and other financial instruments) shall be held or sold by the Fund, Funds and what portion of the Fund’s Funds’ assets shall be held uninvested in cash, subject always to the provisions of the Trust’s Agreement and Declaration of Trust, By-Laws and each Fund’s prospectus and statement of additional information as set forth in the Trust’s registration statement on Form N-1A N‑1A (the “Registration Statement”) under the 1940 Act, and under the Securities Act of 1933, as amended (the “1933 Act”), covering Fund shares, as filed with the U.S. Securities and Exchange Commission (the “SEC”), and to the investment objectives, policies and restrictions of each Fund, as shall be from time to time in effect, effect and such other limitations, policies and procedures as the Board or the Adviser may reasonably impose from time to time and provide in writing to the Sub-Adviser Sub‑Adviser (the “Investment Policies”). To carry out such obligations, the Sub-Adviser shall exercise full discretion and act for the Funds in the same manner and with the same force and effect as the Funds themselves might or could do with respect to purchases, sales or other transactions, as well as with respect to all other such things necessary or incidental to the furtherance or conduct of such purchases, sales or other transactions. No reference in this Agreement to the Sub-Adviser having full discretionary authority over each Fund’s portfolio investment decisions investments shall in any way limit the right of the Board or the Adviser to establish or revise policies in connection with the management of a Fund’s assets or to otherwise exercise its right to control the overall management of the Trust and each Fund. The scope of the Sub-Adviser’s authority for trading portfolio securities (and other financial instruments) for a Fund, including selecting broker-dealers to execute purchase and sale transactions (“trading authority”), shall initially be as set forth on Schedule A hereto (which may differ by Fund). The Adviser may revise the scope of the Sub-Adviser’s trading authority upon the provision of at least 30 days’ written notice to the Sub-Adviser. Absent the Sub-Adviser’s provision of written notice declining such change, such a change shall be effective as of the later of the end of such 30-day period or the date set forth in such notice. If Schedule A indicates “partially discretionary” trading authority, initially, the Adviser shall retain discretionary trading authority for a mutually agreed subset of the Fund’s portfolio investments (the “Subset”), and the Sub-Adviser shall be responsible for providing non-discretionary trading recommendations to the Adviser with respect to the Subset (in accordance with the applicable terms of the “non-discretionary” trading authority paragraph below). In addition, the Sub-Adviser shall have full discretionary trading authority for the remaining portion of the Fund’s portfolio (in accordance with the applicable terms of the “discretionary” trading authority paragraph below). If Schedule A indicates “fully discretionary” trading authority, initially, the Sub-Adviser shall exercise full trading authority for a Fund with respect to purchases, sales or other transactions, as well as with respect to all other such things necessary or incidental to the furtherance or conduct of such purchases, sales or other transactions. If Schedule A indicates “non-discretionary” trading authority, initially, the Sub-Adviser shall be responsible for promptly informing the Adviser (or another investment sub-advisory firm designated by the Adviser (herein, a “Trading Adviser”)) of portfolio investment decisions for a Fund in writing pursuant to mutually agreed notification protocols. In turn, the parties understand and acknowledge that the Adviser or the Trading Adviser, as the case may be, will fully rely on such notifications to effect the security (and other financial instrument) trading execution for each Fund’s portfolio investments. Additionally, the Adviser and the Trading Adviser, as the case may be, has full discretionary authority to select broker-dealers to effect the trading execution for a Fund’s portfolio investments. In the event the Adviser or the Trading Adviser desire clarification on a particular Sub-Adviser notification, the Adviser or the Trading Adviser, as the case may be, will seek guidance from the Sub-Adviser prior to executing any transaction in question. In any case (e.g., non-discretionary, partial discretion, or full discretion), the Adviser may retain such discretionary authority as it deems appropriate for effecting in-kind and other transactions of Fund portfolio investments vis-à-vis “creation units.” Regardless of the scope of the Sub-Adviser’s trading authority, the Sub-Adviser acknowledges that the Board retains ultimate authority over each Fund and may take any and all actions necessary and reasonable to protect the interests of Fund shareholders.

Sub-Advisory Services. The Sub-Adviser shall have full discretionary authority for portfolio investment decisions for a Fund (or each portion of a Fund’s assets allocated to the Sub-Adviser by the Adviser), including determiningdetermine, from time to time, what securities (and other financial instruments) shall be purchased for the FundFunds, what securities (and other financial instruments) shall be held or sold by the Fund, Funds and what portion of the Fund’s Funds’ assets shall be held uninvested in cash, subject always to the provisions of the Trust’s Agreement and Declaration of Trust, By-Laws and each Fund’s prospectus and statement of additional information as set forth in the Trust’s registration statement on Form N-1A (the “Registration Statement”) under the 1940 Act, and under the Securities Act of 1933, as amended (the “1933 Act”), covering Fund shares, as filed with the U.S. Securities and Exchange Commission (the “SEC”), and to the investment objectives, policies and restrictions of each Fund, as shall be from time to time in effect, and such other limitations, policies and procedures as the Board or the Adviser may reasonably impose from time to time and provide in writing to the Sub-Adviser (the “Investment Policies”). No reference in this Agreement to the Sub-Adviser having full discretionary authority over each Fund’s portfolio investment decisions shall in any way limit the right of the Board or the Adviser to establish or revise policies in connection with the management of a Fund’s assets or to otherwise exercise its right to control the overall management of the Trust and each Fund. The scope of the Sub-Adviser’s authority for trading portfolio securities (and other financial instruments) for a Fund, including selecting broker-dealers to execute purchase and sale transactions (“trading authority”), shall initially be as set forth on Schedule A hereto (which may differ by Fund). The Adviser may revise the scope of the Sub-Adviser’s trading authority upon the provision of at least 30 days’ written notice to the Sub-Adviser. Absent the Sub-Adviser’s provision of written notice declining such change, such a change shall be effective as of the later of the end of such 30-day period or the date set forth in such notice. If Schedule A indicates “partially discretionary” trading authority, initially, the Adviser shall retain discretionary trading authority for a mutually agreed subset of the Fund’s portfolio investments (the “Subset”), and the Sub-Adviser shall be responsible for providing non-discretionary trading recommendations to the Adviser with respect to the Subset (in accordance with the applicable terms of the “non-discretionary” trading authority paragraph below). In addition, the Sub-Adviser shall have full discretionary trading authority for the remaining portion of the Fund’s portfolio (in accordance with the applicable terms of the “discretionary” trading authority paragraph below). If Schedule A indicates “fully discretionary” trading authority, initially, the Sub-Adviser shall exercise full trading authority for a Fund with respect to purchases, sales or other transactions, as well as with respect to all other such things necessary or incidental to the furtherance or conduct of such purchases, sales or other transactions. If Schedule A indicates “non-discretionary” trading authority, initially, the Sub-Adviser shall be responsible for promptly informing the Adviser (or another investment sub-advisory firm designated by the Adviser (herein, a “Trading Adviser”)) of portfolio investment decisions each such recommendation for a each Fund in writing pursuant to mutually agreed notification protocols. In turn, the parties understand and acknowledge that the Adviser or the Trading Adviser, as the case may be, will fully rely on such notifications to effect recommendations for the security (and other financial instrument) trading execution purchases, holdings, and sales for each Fund’s portfolio investmentsinvestment portfolio; and to that extent, the Trading Adviser’s authority with respect to the Funds is non-discretionary. AdditionallyHowever, each of the Adviser and the Trading Adviser, as the case may be, has full discretionary authority sole discretion to select broker-dealers brokerage firms to effect the trading execution for a Fund’s portfolio investmentsrecommended security (and other financial instrument) purchases and sales. In the event the Adviser or the Trading Adviser desire clarification on a particular Sub-Adviser notificationrecommendation, the Adviser or the Trading Adviser, as the case may be, will seek guidance from the Sub-Adviser prior to executing any effecting the transaction in question. In any case (e.g., non-discretionary, partial discretion, or full discretion), the Adviser may retain such discretionary authority as it deems appropriate for effecting in-kind and other transactions of Fund portfolio investments vis-à-vis “creation units.” Regardless of the scope of the Sub-Adviser’s trading authority, the Sub-Adviser acknowledges that the Board retains ultimate authority over each Fund and may take any and all actions necessary and reasonable to protect the interests of Fund shareholders.

Sub-Advisory Services. (a) The Sub-Adviser shall, subject to the supervision and oversight of the Adviser, manage the investment and reinvestment of such portion of the assets of the Company, as the Adviser may from time to time allocate to the Sub-Adviser for management (the “Sub-Advised Assets”). The Sub-Adviser shall have full discretionary authority for portfolio investment decisions for a Fund (or each portion of a Fund’s assets allocated to manage the Sub-Adviser by Advised Assets in conformity with (i) the Adviser)investment objective, including determining, from time to time, what securities (policies and other financial instruments) shall be purchased for the Fund, what securities (and other financial instruments) shall be held or sold by the Fund, and what portion restrictions of the Fund’s assets shall be held uninvested Company set forth in cash, subject always to the provisions of the Trust’s Agreement and Declaration of Trust, By-Laws and each Fund’s prospectus and statement of additional information relating to the -1x Short VIX Fund, as set forth in they may be amended from time to time, any additional policies or guidelines, including without limitation compliance policies and procedures, established by the Adviser, the Trust’s registration statement on Form N-1A Chief Compliance Officer, or by the Trust’s Board of Trustees (the “Registration StatementBoard”) under the 1940 Act, and under the Securities Act of 1933, as amended (the “1933 Act”), covering Fund shares, as filed with the U.S. Securities and Exchange Commission (the “SEC”), and to the investment objectives, policies and restrictions of each Fund, as shall be from time to time in effect, and such other limitations, policies and procedures as the Board or the Adviser may reasonably impose from time to time and provide that have been furnished in writing to the Sub-Adviser, (ii) the written instructions and directions received from the Adviser and the Trust as delivered; and (iii) the requirements of the Investment Company Act of 1940 (the “Investment Policies1940 Act”). No reference in this Agreement , the Investment Advisers Act of 1940 (“Advisers Act”), and all other federal and state laws applicable to the Sub-Adviser having full discretionary authority over each Fund’s portfolio registered investment decisions shall in any way limit the right of the Board or the Adviser to establish or revise policies in connection with the management of a Fund’s assets or to otherwise exercise its right to control the overall management of the Trust companies and each Fund. The scope of the Sub-Adviser’s authority for trading portfolio securities (and other financial instruments) for a Fundduties under this Agreement, including selecting broker-dealers all as may be in effect from time to execute purchase and sale transactions (“trading authority”), shall initially be as set forth on Schedule A hereto (which may differ by Fund)time. The Adviser may revise foregoing are referred to below together as the scope “Policies.” For purposes of compliance with the Policies, the Sub-Adviser’s trading authority upon the provision of at least 30 days’ written notice Adviser shall be entitled to treat the Sub-Adviser. Absent Advised Assets as though the Sub-Adviser’s provision of written notice declining such change, such a change shall be effective as of Advised Assets constituted the later of the end of such 30-day period or the date set forth in such notice. If Schedule A indicates “partially discretionary” trading authority, initially, the Adviser shall retain discretionary trading authority for a mutually agreed subset of the Fund’s portfolio investments (the “Subset”)entire Company, and the Sub-Adviser shall not be responsible in any way for providing nonthe compliance of any assets of the Company, other than the Sub-discretionary trading recommendations Advised Assets, with the Policies. Subject to the Adviser with respect to the Subset (in accordance with the applicable terms of the “non-discretionary” trading authority paragraph below). In additionforegoing, the Sub-Adviser shall have full discretionary trading authority for is authorized, in its discretion and without prior consultation with the remaining portion Adviser, to buy, sell, lend and otherwise trade in any stocks, bonds and other securities and investment instruments on behalf of the Fund’s Company, without regard to the length of time the securities have been held and the resulting rate of portfolio (in accordance with turnover or any tax considerations; and the applicable terms majority or the whole of the “discretionary” trading authority paragraph below). If Schedule A indicates “fully discretionary” trading authoritySub-Advised Assets may be invested in such proportions of stocks, initiallybonds, other securities or investment instruments, or cash, as the Sub-Adviser shall exercise full trading authority for a Fund with respect to purchasesdetermine. Notwithstanding the foregoing provisions of this Section 2(a), sales or other transactionshowever, as well as with respect to all other such things necessary or incidental to the furtherance or conduct of such purchases, sales or other transactions. If Schedule A indicates “non-discretionary” trading authority, initially, (i) the Sub-Adviser shall be responsible for promptly informing shall, upon and in accordance with written instructions from the Adviser (or another investment sub-advisory firm designated by the Adviser (herein, a “Trading Adviser”)) of portfolio investment decisions for a Fund in writing pursuant to mutually agreed notification protocols. In turn, the parties understand and acknowledge that the Adviser or the Trading Adviser, as the case may be, will fully rely on effect such notifications to effect the security (and other financial instrument) trading execution portfolio transactions for each Fund’s portfolio investments. Additionally, the Adviser and the Trading Adviser, as the case may be, has full discretionary authority to select broker-dealers to effect the trading execution for a Fund’s portfolio investments. In the event the Adviser or the Trading Adviser desire clarification on a particular Sub-Adviser notification, the Adviser or the Trading Adviser, as the case may be, will seek guidance from the Sub-Advised Assets as the Adviser prior shall determine are necessary in order for the Company to executing any transaction in question. In any case comply with the Policies, and (e.g., nonii) upon notice to the Sub-discretionary, partial discretion, or full discretion)Adviser, the Adviser may retain such discretionary authority as it deems appropriate for effecting effect in-kind and other transactions of Fund portfolio investments vis-à-vis “creation units.” Regardless redemptions with shareholders of the scope of Company with securities included within the Sub-Adviser’s trading authority, the Sub-Adviser acknowledges that the Board retains ultimate authority over each Fund and may take any and all actions necessary and reasonable to protect the interests of Fund shareholdersAdvised Assets.

Sub-Advisory Services. Subject to the supervision of the Board and the Adviser, the Sub-Adviser shall assist the Adviser in providing a continuous investment program with respect to the Fund's portfolio, including investment research and management with respect to all securities and investments and cash equivalents in the Fund. The Sub-Adviser shall have full discretionary authority may, subject to the Adviser's review, determine the securities and investments to be purchased, sold or retained by the Fund, and the Sub-Adviser may place orders directly with the issuer or any broker or dealer for portfolio such securities and investments. The Sub-Adviser will provide services under this Agreement in accordance with the Fund's investment decisions for a Fund (or objective, policies and restrictions as stated in the Fund's currently effective prospectus and statement of additional information, the Trust's Declaration of Trust and By-laws, each portion as amended from time to time, and resolutions of a the Board applicable to the Fund’s assets allocated , each as provided to the Sub-Adviser by the Adviser), including determining, from time . The Sub-Adviser shall have authority to time, what securities (enter into and execute agreements on behalf of the Fund relating to the acquisition or disposition of investment assets and the execution of portfolio transactions pursuant to the Sub-Adviser's management of the Fund under this Agreement. Such agreements may include foreign exchange contracts and other financial instruments) transactional agreements. Nothing contained herein, however, shall be purchased deemed to authorize the Sub-Adviser to take or receive physical possession of any cash or securities held in the Fund, it being intended that sole responsibility for safekeeping thereof (in such investments as the Sub-Adviser shall direct) and the consummation of all such purchases, sales, deliveries, and investments made pursuant to the Sub-Adviser's direction shall rest upon the custodian for the Fund, what securities (. The parties hereto also agree that the Sub-Adviser shall not receive or vote proxies or other similar solicitations on behalf of the Fund and that such proxies and other financial instruments) similar solicitations shall be held or sold voted by the Fund, and what portion Adviser in accordance with its procedures. The Sub-Adviser warrants that all actions taken in the exercise of the Fund’s assets shall be held uninvested in cash, subject always to the provisions of the Trust’s Agreement and Declaration of Trust, By-Laws and each Fund’s prospectus and statement of additional information as set forth in the Trust’s registration statement on Form N-1A (the “Registration Statement”) under the 1940 Act, and under the Securities Act of 1933, as amended (the “1933 Act”), covering Fund shares, as filed with the U.S. Securities and Exchange Commission (the “SEC”), and to the investment objectives, policies and restrictions of each Fund, as shall be from time to time in effect, and such other limitations, policies and procedures as the Board or the Adviser may reasonably impose from time to time and provide in writing power herein granted to the Sub-Adviser (will be taken solely and exclusively for the “Investment Policies”). No reference in this Agreement to the Sub-Adviser having full discretionary authority over each Fund’s portfolio investment decisions shall in any way limit the right of the Board or the Adviser to establish or revise policies in connection with the management of a Fund’s assets or to otherwise exercise its right to control the overall management of the Trust and each Fund. The scope of the Sub-Adviser’s authority for trading portfolio securities (and other financial instruments) for a Fund, including selecting broker-dealers to execute purchase and sale transactions (“trading authority”), shall initially be as set forth on Schedule A hereto (which may differ by Fund). The Adviser may revise the scope of the Sub-Adviser’s trading authority upon the provision of at least 30 days’ written notice to the Sub-Adviser. Absent the Sub-Adviser’s provision of written notice declining such change, such a change shall be effective as of the later of the end of such 30-day period or the date set forth in such notice. If Schedule A indicates “partially discretionary” trading authority, initially, the Adviser shall retain discretionary trading authority for a mutually agreed subset benefit of the Fund’s portfolio investments (. Without limiting the “Subset”), and the Sub-Adviser shall be responsible for providing non-discretionary trading recommendations to the Adviser with respect to the Subset (in accordance with the applicable terms generality of the “non-discretionary” trading authority paragraph below). In additionforegoing, the Sub-Adviser shall have full discretionary trading authority for the remaining portion of the Fund’s portfolio (in accordance with the applicable terms of the “discretionary” trading authority paragraph below). If Schedule A indicates “fully discretionary” trading authority, initially, the Sub-Adviser shall exercise full trading authority for a Fund with respect to purchases, sales or other transactions, as well as with respect to all other such things necessary or incidental to the furtherance or conduct of such purchases, sales or other transactions. If Schedule A indicates “non-discretionary” trading authority, initially, the Sub-Adviser shall be responsible for promptly informing the Adviser (or another investment sub-advisory firm designated by the Adviser (herein, a “Trading Adviser”)) of portfolio investment decisions for a Fund in writing pursuant to mutually agreed notification protocols. In turn, the parties understand and acknowledge further agrees that the Adviser or the Trading Adviser, as the case may be, will fully rely on such notifications to effect the security (and other financial instrument) trading execution for each Fund’s portfolio investments. Additionally, the Adviser and the Trading Adviser, as the case may be, has full discretionary authority to select broker-dealers to effect the trading execution for a Fund’s portfolio investments. In the event the Adviser or the Trading Adviser desire clarification on a particular Sub-Adviser notification, the Adviser or the Trading Adviser, as the case may be, will seek guidance from the Sub-Adviser prior to executing any transaction in question. In any case (e.g., non-discretionary, partial discretion, or full discretion), the Adviser may retain such discretionary authority as it deems appropriate for effecting in-kind and other transactions of Fund portfolio investments vis-à-vis “creation units.” Regardless of the scope of the Sub-Adviser’s trading authority, the Sub-Adviser acknowledges that the Board retains ultimate authority over each Fund and may take any and all actions necessary and reasonable to protect the interests of Fund shareholders.it:

Sub-Advisory Services. The Sub-Adviser shall have full discretionary authority for portfolio investment decisions for a Fund (or each portion of a Fund’s assets allocated to the Sub-Adviser by the Adviser), including determining, from time to time, determine what securities (and other financial instruments) shall be purchased for the FundFunds, what securities (and other financial instruments) shall be held or sold by the Fund, Funds and what portion of the Fund’s Funds’ assets shall be held uninvested in cash, subject always to the provisions of the Trust’s Agreement and Declaration of Trust, By-Laws and each Fund’s prospectus and statement of additional information as set forth in the Trust’s registration statement on Form N-1A (the “Registration Statement”) under the 1940 Act, and under the Securities Act of 1933, as amended (the “1933 Act”), covering Fund shares, as filed with the U.S. Securities and Exchange Commission (the “SEC”), and to the investment objectives, policies and restrictions of each Fund, as shall be from time to time in effect, effect and such other limitations, policies and procedures as the Board or the Adviser may reasonably impose from time to time and provide in writing to the Sub-Adviser (the “Investment Policies”). No reference The Sub-Adviser shall be responsible for promptly informing the Adviser (or another investment sub-advisory firm designated by the Adviser (herein, a “Trading Adviser”)) of each such recommendation for each Fund in this Agreement writing pursuant to mutually agreed notification protocols. In turn, the parties understand and acknowledge that the Adviser or the Trading Adviser, as the case may be, will fully rely on such recommendations for the security (and other financial instrument) purchases, holdings, and sales for each Fund’s investment portfolio; and to that extent, the Trading Adviser’s authority with respect to the Funds is non-discretionary. However, each of the Adviser and the Trading Adviser, as the case may be, has sole discretion to select brokerage firms to effect the recommended security (and other financial instrument) purchases and sales. In the event the Adviser or the Trading Adviser desires clarification on a particular Sub-Adviser recommendation, the Adviser or the Trading Adviser, as the case may be, will seek guidance from the Sub-Adviser having full discretionary authority over each Fund’s portfolio investment decisions prior to effecting the transaction in question. Nothing in this Agreement shall in any way limit the right of the Board or the Adviser to establish or revise policies in connection with the management of a Fund’s assets or to otherwise exercise its right to control the overall management of the Trust and each Fund. The scope of the Sub-Adviser’s authority for trading portfolio securities (and other financial instruments) for a Fund, including selecting broker-dealers to execute purchase and sale transactions (“trading authority”), shall initially be as set forth on Schedule A hereto (which may differ by Fund). The Adviser may revise the scope of the Sub-Adviser’s trading authority upon the provision of at least 30 days’ written notice to the Sub-Adviser. Absent the Sub-Adviser’s provision of written notice declining such change, such a change shall be effective as of the later of the end of such 30-day period or the date set forth in such notice. If Schedule A indicates “partially discretionary” trading authority, initially, the Adviser shall retain discretionary trading authority for a mutually agreed subset of the Fund’s portfolio investments (the “Subset”), and the Sub-Adviser shall be responsible for providing non-discretionary trading recommendations to the Adviser with respect to the Subset (in accordance with the applicable terms of the “non-discretionary” trading authority paragraph below). In addition, the Sub-Adviser shall have full discretionary trading authority for the remaining portion of the Fund’s portfolio (in accordance with the applicable terms of the “discretionary” trading authority paragraph below). If Schedule A indicates “fully discretionary” trading authority, initially, the Sub-Adviser shall exercise full trading authority for a Fund with respect to purchases, sales or other transactions, as well as with respect to all other such things necessary or incidental to the furtherance or conduct of such purchases, sales or other transactions. If Schedule A indicates “non-discretionary” trading authority, initially, the Sub-Adviser shall be responsible for promptly informing the Adviser (or another investment sub-advisory firm designated by the Adviser (herein, a “Trading Adviser”)) of portfolio investment decisions for a Fund in writing pursuant to mutually agreed notification protocols. In turn, the parties understand and acknowledge that the Adviser or the Trading Adviser, as the case may be, will fully rely on such notifications to effect the security (and other financial instrument) trading execution for each Fund’s portfolio investments. Additionally, the Adviser and the Trading Adviser, as the case may be, has full discretionary authority to select broker-dealers to effect the trading execution for a Fund’s portfolio investments. In the event the Adviser or the Trading Adviser desire clarification on a particular Sub-Adviser notification, the Adviser or the Trading Adviser, as the case may be, will seek guidance from the Sub-Adviser prior to executing any transaction in question. In any case (e.g., non-discretionary, partial discretion, or full discretion), the Adviser may retain such discretionary authority as it deems appropriate for effecting in-kind and other transactions of Fund portfolio investments vis-à-vis “creation units.” Regardless of the scope of the Sub-Adviser’s trading authority, the Sub-Adviser acknowledges that the Board retains ultimate authority over each Fund and may take any and all actions necessary and reasonable to protect the interests of Fund shareholders.

Sub-Advisory Services. (a) The Sub-Adviser shall, subject to the supervision and oversight of the Adviser, manage the investment and reinvestment of such portion of the assets of the Company, as the Adviser may from time to time allocate to the Sub-Adviser for management (the “Sub-Advised Assets”). The Sub-Adviser shall have full discretionary authority for portfolio investment decisions for a Fund (or each portion of a Fund’s assets allocated to manage the Sub-Adviser by Advised Assets in conformity with (i) the Adviser)investment objective, including determining, from time to time, what securities (policies and other financial instruments) shall be purchased for the Fund, what securities (and other financial instruments) shall be held or sold by the Fund, and what portion restrictions of the Fund’s assets shall be held uninvested Company set forth in cash, subject always to the provisions of the Trust’s Agreement and Declaration of Trust, By-Laws and each Fund’s prospectus and statement of additional information relating to the 1x Long VIX ETF, as set forth in they may be amended from time to time, any additional policies or guidelines, including without limitation compliance policies and procedures, established by the Adviser, the Trust’s registration statement on Form N-1A Chief Compliance Officer, or by the Trust’s Board of Trustees (the “Registration StatementBoard”) under the 1940 Act, and under the Securities Act of 1933, as amended (the “1933 Act”), covering Fund shares, as filed with the U.S. Securities and Exchange Commission (the “SEC”), and to the investment objectives, policies and restrictions of each Fund, as shall be from time to time in effect, and such other limitations, policies and procedures as the Board or the Adviser may reasonably impose from time to time and provide that have been furnished in writing to the Sub-Adviser, (ii) the written instructions and directions received from the Adviser and the Trust as delivered; and (iii) the requirements of the Investment Company Act of 1940 (the “Investment Policies1940 Act”). No reference in this Agreement , the Investment Advisers Act of 1940 (“Advisers Act”), and all other federal and state laws applicable to the Sub-Adviser having full discretionary authority over each Fund’s portfolio registered investment decisions shall in any way limit the right of the Board or the Adviser to establish or revise policies in connection with the management of a Fund’s assets or to otherwise exercise its right to control the overall management of the Trust companies and each Fund. The scope of the Sub-Adviser’s authority for trading portfolio securities (and other financial instruments) for a Fundduties under this Agreement, including selecting broker-dealers all as may be in effect from time to execute purchase and sale transactions (“trading authority”), shall initially be as set forth on Schedule A hereto (which may differ by Fund)time. The Adviser may revise foregoing are referred to below together as the scope “Policies.” For purposes of compliance with the Policies, the Sub-Adviser’s trading authority upon the provision of at least 30 days’ written notice Adviser shall be entitled to treat the Sub-Adviser. Absent Advised Assets as though the Sub-Adviser’s provision of written notice declining such change, such a change shall be effective as of Advised Assets constituted the later of the end of such 30-day period or the date set forth in such notice. If Schedule A indicates “partially discretionary” trading authority, initially, the Adviser shall retain discretionary trading authority for a mutually agreed subset of the Fund’s portfolio investments (the “Subset”)entire Company, and the Sub-Adviser shall not be responsible in any way for providing nonthe compliance of any assets of the Company, other than the Sub-discretionary trading recommendations Advised Assets, with the Policies. Subject to the Adviser with respect to the Subset (in accordance with the applicable terms of the “non-discretionary” trading authority paragraph below). In additionforegoing, the Sub-Adviser shall have full discretionary trading authority for is authorized, in its discretion and without prior consultation with the remaining portion Adviser, to buy, sell, lend and otherwise trade in any stocks, bonds and other securities and investment instruments on behalf of the Fund’s Company, without regard to the length of time the securities have been held and the resulting rate of portfolio (in accordance with turnover or any tax considerations; and the applicable terms majority or the whole of the “discretionary” trading authority paragraph below). If Schedule A indicates “fully discretionary” trading authoritySub-Advised Assets may be invested in such proportions of stocks, initiallybonds, other securities or investment instruments, or cash, as the Sub-Adviser shall exercise full trading authority for a Fund with respect to purchasesdetermine. Notwithstanding the foregoing provisions of this Section 2(a), sales or other transactionshowever, as well as with respect to all other such things necessary or incidental to the furtherance or conduct of such purchases, sales or other transactions. If Schedule A indicates “non-discretionary” trading authority, initially, (i) the Sub-Adviser shall be responsible for promptly informing shall, upon and in accordance with written instructions from the Adviser (or another investment sub-advisory firm designated by the Adviser (herein, a “Trading Adviser”)) of portfolio investment decisions for a Fund in writing pursuant to mutually agreed notification protocols. In turn, the parties understand and acknowledge that the Adviser or the Trading Adviser, as the case may be, will fully rely on effect such notifications to effect the security (and other financial instrument) trading execution portfolio transactions for each Fund’s portfolio investments. Additionally, the Adviser and the Trading Adviser, as the case may be, has full discretionary authority to select broker-dealers to effect the trading execution for a Fund’s portfolio investments. In the event the Adviser or the Trading Adviser desire clarification on a particular Sub-Adviser notification, the Adviser or the Trading Adviser, as the case may be, will seek guidance from the Sub-Advised Assets as the Adviser prior shall determine are necessary in order for the Company to executing any transaction in question. In any case comply with the Policies, and (e.g., nonii) upon notice to the Sub-discretionary, partial discretion, or full discretion)Adviser, the Adviser may retain such discretionary authority as it deems appropriate for effecting effect in-kind and other transactions of Fund portfolio investments vis-à-vis “creation units.” Regardless redemptions with shareholders of the scope of Company with securities included within the Sub-Adviser’s trading authority, the Sub-Adviser acknowledges that the Board retains ultimate authority over each Fund and may take any and all actions necessary and reasonable to protect the interests of Fund shareholdersAdvised Assets.

Sub-Advisory Services. a. The Sub-Adviser shall, subject to the supervision of the Manager and of any administrator appointed by the Manager (the “Administrator”), manage the investment and reinvestment of such portion the assets of each Fund as the Manager or its designee may from time to time allocate to the Sub-Adviser for management (each a “Segment” and, collectively, the “Segments”). The Sub-Adviser shall have full discretionary the authority for portfolio investment decisions for on behalf of each Fund to vote and shall vote all proxies and exercise all other rights of the Funds as a Fund (or each portion security holder of a Fund’s assets allocated companies in which the Segments from time to the time invest. The Sub-Adviser by shall manage each Segment in conformity with (1) the Adviser)investment objective, including determining, from time to time, what securities (policies and other financial instruments) shall be purchased for the Fund, what securities (and other financial instruments) shall be held or sold by the Fund, and what portion restrictions of the Fund’s assets shall be held uninvested in cash, subject always to the provisions applicable Segment of the applicable Fund set forth in the Trust’s Agreement and Declaration of Trust, By-Laws and each Fund’s prospectus and statement of additional information as set forth in relating to the Fund, (2) any additional policies or guidelines established by the Manager or by the Trust’s registration statement on Form N-1A (the “Registration Statement”) under the 1940 Act, and under the Securities Act of 1933, as amended (the “1933 Act”), covering Fund shares, as filed with the U.S. Securities and Exchange Commission (the “SEC”), and to the investment objectives, policies and restrictions of each Fund, as shall be from time to time in effect, and such other limitations, policies and procedures as the Board or the Adviser may reasonably impose from time to time and provide trustees that have been furnished in writing to the Sub-Adviser and (3) the provisions of the Internal Revenue Code as amended (the “Investment Code”) applicable to “regulated investment companies” (as defined in Section 851 of the Code), all as from time to time in effect (collectively, the “Policies”), and with all applicable provisions of law, including without limitation all applicable provisions of the Investment Company Act of 1940, as amended (the “1940 Act”) and the rules and regulations thereunder. No reference in this Agreement to For purposes of compliance with the Policies, the Sub-Adviser having full discretionary authority over each Fund’s portfolio investment decisions shall in any way limit the right of the Board or the Adviser to establish or revise policies in connection with the management of a Fund’s assets or to otherwise exercise its right to control the overall management of the Trust and each Fund. The scope of the Sub-Adviser’s authority for trading portfolio securities (and other financial instruments) for a Fund, including selecting broker-dealers to execute purchase and sale transactions (“trading authority”), shall initially be as set forth on Schedule A hereto (which may differ by Fund). The Adviser may revise the scope of the Sub-Adviser’s trading authority upon the provision of at least 30 days’ written notice to the Sub-Adviser. Absent the Sub-Adviser’s provision of written notice declining such change, such a change shall be effective entitled to treat each Segment as of though the later of Segment constituted the end of such 30-day period or the date set forth in such notice. If Schedule A indicates “partially discretionary” trading authority, initially, the Adviser shall retain discretionary trading authority for a mutually agreed subset of the entire Fund’s portfolio investments (the “Subset”), and the Sub-Adviser shall not be responsible in any way for providing non-discretionary trading recommendations to the Adviser with respect to compliance of any assets of the Subset (in accordance Funds, other than the Segments, with the applicable terms Policies, or for the compliance of the “non-discretionary” trading authority paragraph below)Funds, taken as a whole, with the Policies. In additionFor clarification, the Sub-Adviser shall have full discretionary trading authority is not responsible for the remaining portion requirements of the Fund’s portfolio Code or the 1940 Act that Natixis Advisors believes should be monitored for at the Fund level (in accordance with the applicable terms of the “discretionary” trading authority paragraph belowfor example, concentration, diversification and liquidity limits). If Schedule A indicates “fully discretionary” trading authority, initiallySubject to the foregoing, the Sub-Adviser shall exercise full trading authority for a is authorized, in its discretion and without prior consultation with the Manager, to buy, sell, lend and otherwise trade in any stocks, bonds and other securities and investment instruments on behalf of the Funds, without regard to the length of time the securities have been held and the resulting rate of portfolio turnover or any tax considerations; and the majority or the whole of each Fund with respect to purchasesmay be invested in such proportions of stocks, sales bonds, other securities or other transactionsinvestment instruments, or cash, as well as with respect to all other such things necessary or incidental to the furtherance or conduct Sub-Adviser shall determine. Notwithstanding the foregoing provisions of such purchasesthis Section 1.a, sales or other transactions. If Schedule A indicates “non-discretionary” trading authority, initiallyhowever, the Sub-Adviser shall be responsible for promptly informing shall, upon written instructions from the Adviser (or another investment sub-advisory firm designated by the Adviser (hereinManager, a “Trading Adviser”)) of effect such portfolio investment decisions transactions for a Fund in writing pursuant to mutually agreed notification protocols. In turn, the parties understand and acknowledge that the Adviser or the Trading Adviser, Segment as the case may be, will fully rely on such notifications Manager shall determine are necessary in order for the applicable Fund to effect comply with the security (and other financial instrument) trading execution for each Fund’s portfolio investments. Additionally, the Adviser and the Trading Adviser, as the case may be, has full discretionary authority to select broker-dealers to effect the trading execution for a Fund’s portfolio investments. In the event the Adviser or the Trading Adviser desire clarification on a particular Sub-Adviser notification, the Adviser or the Trading Adviser, as the case may be, will seek guidance from the Sub-Adviser prior to executing any transaction in question. In any case (e.g., non-discretionary, partial discretion, or full discretion), the Adviser may retain such discretionary authority as it deems appropriate for effecting in-kind and other transactions of Fund portfolio investments vis-à-vis “creation unitsPolicies.” Regardless of the scope of the Sub-Adviser’s trading authority, the Sub-Adviser acknowledges that the Board retains ultimate authority over each Fund and may take any and all actions necessary and reasonable to protect the interests of Fund shareholders.

Sub-Advisory Services. (a) The Sub-Adviser shall, subject to the supervision and oversight of the Adviser,be responsible for implementing the Fund’s investment program by, among other things, trading portfolio securities and performing related services, rebalancing the Fund’s portfolio, and providing cash management services in accordance with the investment advice formulated by, and model portfolios delivered by, the Adviser, as well as such other investment services that the Adviser may request from time to time (the “Sub- Advised Assets”). The Sub-Adviser shall have full discretionary authority for portfolio investment decisions for a Fund (or each portion of a Fund’s assets allocated to manage the Sub-Adviser by Advised Assets in conformity with (i) the Adviser)investment objective, including determining, from time to time, what securities (policies and other financial instruments) shall be purchased for the Fund, what securities (and other financial instruments) shall be held or sold by the Fund, and what portion restrictions of the Fund’s assets shall be held uninvested Fund set forth in cash, subject always to the provisions of the Trust’s Agreement and Declaration of Trust, By-Laws and each Fund’s prospectus and statement of additional information relating to the Fund, as set forth in they may be amended from time to time, any additional policies or guidelines, including without limitation compliance policies and procedures, established by the Adviser, the Trust’s registration statement on Form N-1A Chief Compliance Officer, or by the Trust’s Board of Trustees (the “Registration StatementBoard”) under the 1940 Act, and under the Securities Act of 1933, as amended (the “1933 Act”), covering Fund shares, as filed with the U.S. Securities and Exchange Commission (the “SEC”), and to the investment objectives, policies and restrictions of each Fund, as shall be from time to time in effect, and such other limitations, policies and procedures as the Board or the Adviser may reasonably impose from time to time and provide that have been furnished in writing to the Sub-Adviser, (ii) the written instructions and directions received from the Adviser and the Trust as delivered; and (iii) the requirements of the Investment Company Act of 1940 (the “Investment Policies1940 Act”). No reference in this Agreement , the Investment Advisers Act of 1940 (“Advisers Act”), and all other federal and state laws applicable to the Sub-Adviser having full discretionary authority over each Fund’s portfolio registered investment decisions shall in any way limit the right of the Board or the Adviser to establish or revise policies in connection with the management of a Fund’s assets or to otherwise exercise its right to control the overall management of the Trust companies and each Fund. The scope of the Sub-Adviser’s authority for trading portfolio securities (and other financial instruments) for a Fundduties under this Agreement, including selecting broker-dealers all as may be in effect from time to execute purchase and sale transactions (“trading authority”), shall initially be as set forth on Schedule A hereto (which may differ by Fund)time. The Adviser may revise foregoing are referred to below together as the scope “Policies.” For purposes of compliance with the Policies, the Sub-Adviser’s trading authority upon the provision of at least 30 days’ written notice Adviser shall be entitled to treat the Sub-Adviser. Absent Advised Assets as though the Sub-Adviser’s provision of written notice declining such change, such a change shall be effective as of Advised Assets constituted the later of the end of such 30-day period or the date set forth in such notice. If Schedule A indicates “partially discretionary” trading authority, initially, the Adviser shall retain discretionary trading authority for a mutually agreed subset of the entire Fund’s portfolio investments (the “Subset”), and the Sub-Adviser shall not be responsible in any way for providing nonthe compliance of any assets of the Fund, other than the Sub-discretionary trading recommendations Advised Assets, with the Policies. Subject to the Adviser with respect to the Subset (in accordance with the applicable terms of the “non-discretionary” trading authority paragraph below). In additionforegoing, the Sub-Adviser shall have full discretionary trading authority for is authorized, in its discretion and without prior consultation with the remaining portion Adviser, to buy, sell, lend and otherwise trade in any stocks, bonds and other securities and investment instruments on behalf of the Fund’s , without regard to the length of time the securities have been held and the resulting rate of portfolio (in accordance with turnover or any tax considerations; and the applicable terms majority or the whole of the “discretionary” trading authority paragraph below). If Schedule A indicates “fully discretionary” trading authoritySub-Advised Assets may be invested in such proportions of stocks, initiallybonds, other securities or investment instruments, or cash, as the Sub-Adviser shall exercise full trading authority for a Fund with respect to purchasesdetermine. Notwithstanding the foregoing provisions of this Section 2(a), sales or other transactionshowever, as well as with respect to all other such things necessary or incidental to the furtherance or conduct of such purchases, sales or other transactions. If Schedule A indicates “non-discretionary” trading authority, initially, (i) the Sub-Adviser shall be responsible for promptly informing shall, upon and in accordance with written instructions from the Adviser (or another investment sub-advisory firm designated by the Adviser (herein, a “Trading Adviser”)) of portfolio investment decisions for a Fund in writing pursuant to mutually agreed notification protocols. In turn, the parties understand and acknowledge that the Adviser or the Trading Adviser, as the case may be, will fully rely on effect such notifications to effect the security (and other financial instrument) trading execution portfolio transactions for each Fund’s portfolio investments. Additionally, the Adviser and the Trading Adviser, as the case may be, has full discretionary authority to select broker-dealers to effect the trading execution for a Fund’s portfolio investments. In the event the Adviser or the Trading Adviser desire clarification on a particular Sub-Adviser notification, the Adviser or the Trading Adviser, as the case may be, will seek guidance from the Sub-Advised Assets as the Adviser prior shall determine are necessary in order for the Fund to executing any transaction in question. In any case comply with the Policies, and (e.g., nonii) upon notice to the Sub-discretionary, partial discretion, or full discretion)Adviser, the Adviser may retain such discretionary authority as it deems appropriate for effecting effect in-kind and other transactions of Fund portfolio investments vis-à-vis “creation units.” Regardless redemptions with shareholders of the scope of Fund with securities included within the Sub-Adviser’s trading authority, the Sub-Adviser acknowledges that the Board retains ultimate authority over each Fund and may take any and all actions necessary and reasonable to protect the interests of Fund shareholdersAdvised Assets.

Sub-Advisory Services. Subject to the supervision of the Board and the Adviser, the Sub-Adviser shall assist the Adviser in providing a continuous investment program with respect to the Fund's portfolio, including investment research and management with respect to all securities and investments and cash equivalents in the Fund. The Sub-Adviser may determine the securities and investments to be purchased, sold or retained by the Fund in accordance with the Adviser's stewardship investing guidelines. In cooperation with the Sub-Adviser, the Adviser will provide guidance regarding individual securities and/or sectors that shall have full discretionary authority not be purchased for portfolio the Fund and reserves the right to remove securities from the Fund that do not meet the Adviser's social screens. The Sub-Adviser may place orders directly with the issuer or any broker or dealer for such securities and investments. The Sub-Adviser will provide services under this Agreement in accordance with the Fund's investment decisions for a Fund (or objective, policies and restrictions as stated in the Fund's currently effective prospectus and statement of additional information, the Trust's Declaration of Trust and By-laws, each portion as amended from time to time, and resolutions of a the Board applicable to the Fund’s assets allocated , each as provided to the Sub-Adviser by the Adviser), including determining, from time . The Sub-Adviser shall have authority to time, what securities (enter into and execute agreements on behalf of the Fund relating to the acquisition or disposition of investment assets and the execution of portfolio transactions pursuant to the Sub-Adviser's management of the Fund under this Agreement. Such agreements may include foreign exchange contracts and other financial instruments) transactional agreements. Nothing contained herein, however, shall be purchased deemed to authorize the Sub-Adviser to take or receive physical possession of any cash or securities held in the Fund, it being intended that sole responsibility for safekeeping thereof (in such investments as the Sub-Adviser shall direct) and the consummation of all such purchases, sales, deliveries, and investments made pursuant to the Sub-Adviser's direction shall rest upon the custodian for the Fund, what securities (. The parties hereto also agree that the Sub-Adviser shall not receive or vote proxies or other similar solicitations on behalf of the Fund and that such proxies and other financial instruments) similar solicitations shall be held or sold voted by the Fund, and what portion Adviser in accordance with its procedures. The Sub-Adviser warrants that all actions taken in the exercise of the Fund’s assets shall be held uninvested in cash, subject always to the provisions of the Trust’s Agreement and Declaration of Trust, By-Laws and each Fund’s prospectus and statement of additional information as set forth in the Trust’s registration statement on Form N-1A (the “Registration Statement”) under the 1940 Act, and under the Securities Act of 1933, as amended (the “1933 Act”), covering Fund shares, as filed with the U.S. Securities and Exchange Commission (the “SEC”), and to the investment objectives, policies and restrictions of each Fund, as shall be from time to time in effect, and such other limitations, policies and procedures as the Board or the Adviser may reasonably impose from time to time and provide in writing power herein granted to the Sub-Adviser (will be taken solely and exclusively for the “Investment Policies”). No reference in this Agreement to the Sub-Adviser having full discretionary authority over each Fund’s portfolio investment decisions shall in any way limit the right of the Board or the Adviser to establish or revise policies in connection with the management of a Fund’s assets or to otherwise exercise its right to control the overall management of the Trust and each Fund. The scope of the Sub-Adviser’s authority for trading portfolio securities (and other financial instruments) for a Fund, including selecting broker-dealers to execute purchase and sale transactions (“trading authority”), shall initially be as set forth on Schedule A hereto (which may differ by Fund). The Adviser may revise the scope of the Sub-Adviser’s trading authority upon the provision of at least 30 days’ written notice to the Sub-Adviser. Absent the Sub-Adviser’s provision of written notice declining such change, such a change shall be effective as of the later of the end of such 30-day period or the date set forth in such notice. If Schedule A indicates “partially discretionary” trading authority, initially, the Adviser shall retain discretionary trading authority for a mutually agreed subset benefit of the Fund’s portfolio investments (. Without limiting the “Subset”), and the Sub-Adviser shall be responsible for providing non-discretionary trading recommendations to the Adviser with respect to the Subset (in accordance with the applicable terms generality of the “non-discretionary” trading authority paragraph below). In additionforegoing, the Sub-Adviser shall have full discretionary trading authority for the remaining portion of the Fund’s portfolio (in accordance with the applicable terms of the “discretionary” trading authority paragraph below). If Schedule A indicates “fully discretionary” trading authority, initially, the Sub-Adviser shall exercise full trading authority for a Fund with respect to purchases, sales or other transactions, as well as with respect to all other such things necessary or incidental to the furtherance or conduct of such purchases, sales or other transactions. If Schedule A indicates “non-discretionary” trading authority, initially, the Sub-Adviser shall be responsible for promptly informing the Adviser (or another investment sub-advisory firm designated by the Adviser (herein, a “Trading Adviser”)) of portfolio investment decisions for a Fund in writing pursuant to mutually agreed notification protocols. In turn, the parties understand and acknowledge further agrees that the Adviser or the Trading Adviser, as the case may be, will fully rely on such notifications to effect the security (and other financial instrument) trading execution for each Fund’s portfolio investments. Additionally, the Adviser and the Trading Adviser, as the case may be, has full discretionary authority to select broker-dealers to effect the trading execution for a Fund’s portfolio investments. In the event the Adviser or the Trading Adviser desire clarification on a particular Sub-Adviser notification, the Adviser or the Trading Adviser, as the case may be, will seek guidance from the Sub-Adviser prior to executing any transaction in question. In any case (e.g., non-discretionary, partial discretion, or full discretion), the Adviser may retain such discretionary authority as it deems appropriate for effecting in-kind and other transactions of Fund portfolio investments vis-à-vis “creation units.” Regardless of the scope of the Sub-Adviser’s trading authority, the Sub-Adviser acknowledges that the Board retains ultimate authority over each Fund and may take any and all actions necessary and reasonable to protect the interests of Fund shareholders.it:

Sub-Advisory Services. Subject to the supervision of the Board and the Adviser, the Sub-Adviser shall assist the Adviser in providing a continuous investment program with respect to the Fund's portfolio, including investment research and management with respect to all securities and investments and cash equivalents in the Fund. The Sub-Adviser shall have full discretionary authority determine the securities and investments to be purchased, sold or retained by the Fund, and the Sub-Adviser shall place orders directly with the issuer or any broker or dealer for portfolio such securities and investments. The Sub-Adviser will provide services under this Agreement in accordance with the Fund's investment decisions for a Fund (or objective, policies and restrictions as stated in the Fund's currently effective prospectus and statement of additional information, the Trust's Declaration of Trust and By-laws, each portion as amended from time to time, and resolutions of a the Board applicable to the Fund’s assets allocated , each as provided to the Sub-Adviser by the Adviser), including determining, from time . The Sub-Adviser shall have authority to time, what securities (enter into and execute agreements on behalf of the Fund relating to the acquisition or disposition of investment assets and the execution of portfolio transactions pursuant to the Sub-Adviser's management of the Fund under this Agreement. Such agreements may include foreign exchange contracts and other financial instruments) transactional agreements. Nothing contained herein, however, shall be purchased deemed to authorize the Sub-Adviser to take or receive physical possession of any cash or securities held in the Fund, it being intended that sole responsibility for safekeeping thereof (in such investments as the Sub-Adviser shall direct) and the consummation of all such purchases, sales, deliveries, and investments made pursuant to the Sub-Adviser's direction shall rest upon the custodian for the Fund, what securities (. The parties hereto also agree that the Sub-Adviser shall not receive or vote proxies or other similar solicitations on behalf of the Fund and that such proxies and other financial instruments) similar solicitations shall be held or sold voted by the Fund, and what portion Adviser in accordance with its procedures. The Sub-Adviser warrants that all actions taken in the exercise of the Fund’s assets shall be held uninvested in cash, subject always to the provisions of the Trust’s Agreement and Declaration of Trust, By-Laws and each Fund’s prospectus and statement of additional information as set forth in the Trust’s registration statement on Form N-1A (the “Registration Statement”) under the 1940 Act, and under the Securities Act of 1933, as amended (the “1933 Act”), covering Fund shares, as filed with the U.S. Securities and Exchange Commission (the “SEC”), and to the investment objectives, policies and restrictions of each Fund, as shall be from time to time in effect, and such other limitations, policies and procedures as the Board or the Adviser may reasonably impose from time to time and provide in writing power herein granted to the Sub-Adviser (will be taken solely and exclusively for the “Investment Policies”). No reference in this Agreement to the Sub-Adviser having full discretionary authority over each Fund’s portfolio investment decisions shall in any way limit the right of the Board or the Adviser to establish or revise policies in connection with the management of a Fund’s assets or to otherwise exercise its right to control the overall management of the Trust and each Fund. The scope of the Sub-Adviser’s authority for trading portfolio securities (and other financial instruments) for a Fund, including selecting broker-dealers to execute purchase and sale transactions (“trading authority”), shall initially be as set forth on Schedule A hereto (which may differ by Fund). The Adviser may revise the scope of the Sub-Adviser’s trading authority upon the provision of at least 30 days’ written notice to the Sub-Adviser. Absent the Sub-Adviser’s provision of written notice declining such change, such a change shall be effective as of the later of the end of such 30-day period or the date set forth in such notice. If Schedule A indicates “partially discretionary” trading authority, initially, the Adviser shall retain discretionary trading authority for a mutually agreed subset benefit of the Fund’s portfolio investments (. Without limiting the “Subset”), and the Sub-Adviser shall be responsible for providing non-discretionary trading recommendations to the Adviser with respect to the Subset (in accordance with the applicable terms generality of the “non-discretionary” trading authority paragraph below). In additionforegoing, the Sub-Adviser shall have full discretionary trading authority for the remaining portion of the Fund’s portfolio (in accordance with the applicable terms of the “discretionary” trading authority paragraph below). If Schedule A indicates “fully discretionary” trading authority, initially, the Sub-Adviser shall exercise full trading authority for a Fund with respect to purchases, sales or other transactions, as well as with respect to all other such things necessary or incidental to the furtherance or conduct of such purchases, sales or other transactions. If Schedule A indicates “non-discretionary” trading authority, initially, the Sub-Adviser shall be responsible for promptly informing the Adviser (or another investment sub-advisory firm designated by the Adviser (herein, a “Trading Adviser”)) of portfolio investment decisions for a Fund in writing pursuant to mutually agreed notification protocols. In turn, the parties understand and acknowledge further agrees that the Adviser or the Trading Adviser, as the case may be, will fully rely on such notifications to effect the security (and other financial instrument) trading execution for each Fund’s portfolio investments. Additionally, the Adviser and the Trading Adviser, as the case may be, has full discretionary authority to select broker-dealers to effect the trading execution for a Fund’s portfolio investments. In the event the Adviser or the Trading Adviser desire clarification on a particular Sub-Adviser notification, the Adviser or the Trading Adviser, as the case may be, will seek guidance from the Sub-Adviser prior to executing any transaction in question. In any case (e.g., non-discretionary, partial discretion, or full discretion), the Adviser may retain such discretionary authority as it deems appropriate for effecting in-kind and other transactions of Fund portfolio investments vis-à-vis “creation units.” Regardless of the scope of the Sub-Adviser’s trading authority, the Sub-Adviser acknowledges that the Board retains ultimate authority over each Fund and may take any and all actions necessary and reasonable to protect the interests of Fund shareholders.it:

Sub-Advisory Services. a. The Sub-Adviser shall, subject to the supervision of the Manager and of any administrator appointed by the Manager (the “Administrator”), manage the investment and reinvestment of such portion the assets of each Fund as the Manager or its designee may from time to time allocate to the Sub-Adviser for management (each a “Segment” and, collectively, the “Segments”). The Sub-Adviser shall have full discretionary the authority for portfolio investment decisions for on behalf of each Fund to vote and shall vote all proxies and exercise all other rights of the Funds as a Fund (or each portion security holder of a Fund’s assets allocated companies in which the Segments from time to the time invest. The Sub-Adviser by shall manage each Segment in conformity with (1) the Adviser)investment objective, including determining, from time to time, what securities (policies and other financial instruments) shall be purchased for the Fund, what securities (and other financial instruments) shall be held or sold by the Fund, and what portion restrictions of the Fund’s assets shall be held uninvested in cash, subject always to the provisions applicable Segment of the applicable Fund set forth in the Trust’s Agreement and Declaration of Trust, By-Laws and each Fund’s prospectus and statement of additional information as set forth in relating to the Fund, (2) any additional policies or guidelines established by the Manager or by the Trust’s registration statement on Form N-1A (the “Registration Statement”) under the 1940 Act, and under the Securities Act of 1933, as amended (the “1933 Act”), covering Fund shares, as filed with the U.S. Securities and Exchange Commission (the “SEC”), and to the investment objectives, policies and restrictions of each Fund, as shall be from time to time in effect, and such other limitations, policies and procedures as the Board or the Adviser may reasonably impose from time to time and provide trustees that have been furnished in writing to the Sub-Adviser and (3) the provisions of the Internal Revenue Code as amended (the “Investment Code”) applicable to “regulated investment companies” (as defined in Section 851 of the Code), all as from time to time in effect (collectively, the “Policies”), and with all applicable provisions of law, including without limitation all applicable provisions of the Investment Company Act of 1940, as amended (the “1940 Act”) and the rules and regulations thereunder. No reference in this Agreement to For purposes of compliance with the Policies, the Sub-Adviser having full discretionary authority over each Fund’s portfolio investment decisions shall in any way limit the right of the Board or the Adviser to establish or revise policies in connection with the management of a Fund’s assets or to otherwise exercise its right to control the overall management of the Trust and each Fund. The scope of the Sub-Adviser’s authority for trading portfolio securities (and other financial instruments) for a Fund, including selecting broker-dealers to execute purchase and sale transactions (“trading authority”), shall initially be as set forth on Schedule A hereto (which may differ by Fund). The Adviser may revise the scope of the Sub-Adviser’s trading authority upon the provision of at least 30 days’ written notice to the Sub-Adviser. Absent the Sub-Adviser’s provision of written notice declining such change, such a change shall be effective entitled to treat each Segment as of though the later of Segment constituted the end of such 30-day period or the date set forth in such notice. If Schedule A indicates “partially discretionary” trading authority, initially, the Adviser shall retain discretionary trading authority for a mutually agreed subset of the entire Fund’s portfolio investments (the “Subset”), and the Sub-Adviser shall not be responsible in any way for providing non-discretionary trading recommendations to the Adviser with respect to compliance of any assets of the Subset (in accordance Funds, other than the Segments, with the applicable terms Policies, or for the compliance of the “non-discretionary” trading authority paragraph below)Funds, taken as a whole, with the Policies. In additionFor clarification, the Sub-Adviser shall have full discretionary trading authority is not responsible for the remaining portion requirements of the Fund’s portfolio Code or the 1940 Act that the Manager believes should be monitored for at the Fund level (in accordance with the applicable terms of the “discretionary” trading authority paragraph belowfor example, concentration, diversification and liquidity limits). If Schedule A indicates “fully discretionary” trading authority, initiallySubject to the foregoing, the Sub-Adviser shall exercise full trading authority for a is authorized, in its discretion and without prior consultation with the Manager, to buy, sell, lend and otherwise trade in any stocks, bonds and other securities and investment instruments on behalf of the Funds, without regard to the length of time the securities have been held and the resulting rate of portfolio turnover or any tax considerations; and the majority or the whole of each Fund with respect to purchasesmay be invested in such proportions of stocks, sales bonds, other securities or other transactionsinvestment instruments, or cash, as well as with respect to all other such things necessary or incidental to the furtherance or conduct Sub-Adviser shall determine. Notwithstanding the foregoing provisions of such purchasesthis Section 1.a, sales or other transactions. If Schedule A indicates “non-discretionary” trading authority, initiallyhowever, the Sub-Adviser shall be responsible for promptly informing shall, upon written instructions from the Adviser (or another investment sub-advisory firm designated by the Adviser (hereinManager, a “Trading Adviser”)) of effect such portfolio investment decisions transactions for a Fund in writing pursuant to mutually agreed notification protocols. In turn, the parties understand and acknowledge that the Adviser or the Trading Adviser, Segment as the case may be, will fully rely on such notifications Manager shall determine are necessary in order for the applicable Fund to effect comply with the security (and other financial instrument) trading execution for each Fund’s portfolio investments. Additionally, the Adviser and the Trading Adviser, as the case may be, has full discretionary authority to select broker-dealers to effect the trading execution for a Fund’s portfolio investments. In the event the Adviser or the Trading Adviser desire clarification on a particular Sub-Adviser notification, the Adviser or the Trading Adviser, as the case may be, will seek guidance from the Sub-Adviser prior to executing any transaction in question. In any case (e.g., non-discretionary, partial discretion, or full discretion), the Adviser may retain such discretionary authority as it deems appropriate for effecting in-kind and other transactions of Fund portfolio investments vis-à-vis “creation unitsPolicies.” Regardless of the scope of the Sub-Adviser’s trading authority, the Sub-Adviser acknowledges that the Board retains ultimate authority over each Fund and may take any and all actions necessary and reasonable to protect the interests of Fund shareholders.

Sub-Advisory Services. The SubSubject to the terms and conditions of this Agreement, you will provide the Fund investment sub-Adviser shall have full discretionary authority for portfolio investment decisions for a Fund (or each advisory services with respect to that portion of a the Fund’s assets that are allocated to you in accordance with this Agreement, which services shall be consistent with the Sub-Adviser by investment objectives and policies of the Fund as set forth in the Fund’s Prospectus and Statement of Additional Information and any investment guidelines or other instructions received in writing from the Adviser), including determining. The Board of Trustees or the Adviser may, from time to time, make additions to and withdrawals from the assets of the Fund allocated to you with prior written notice to you. You will determine what securities (and other financial instruments) shall be purchased for such portion of the Fund’s assets, what securities (and other financial instruments) shall be held or sold by such portions of the Fund’s assets, and what portion of the Fund’s such assets shall be held uninvested in cashuninvested, subject always to the provisions of the Trust’s Agreement and Declaration of Trust, Trust and the By-Laws and each Fund’s prospectus and statement of additional information as set forth in the Trust’s registration statement on Form N-1A (the “Registration Statement”) under the 1940 Act, and under the Securities Act of 1933, as amended (the “1933 Act”), covering Fund shares, as filed with the U.S. Securities and Exchange Commission (the “SEC”)Laws, and to the investment objectives, policies and restrictions of each the Fund, as each of the same shall be from time to time in effecteffect as set forth in the Fund’s Prospectus and Statement of Additional Information, or any investment guidelines or other instructions received by you in writing from the Adviser, and subject, further, to such other limitations, policies and procedures instructions as the Board or the Adviser of Trustees may reasonably impose from time to time establish and provide deliver to you in writing to writing. In accordance with paragraph 5, you shall arrange for the Sub-Adviser (placing of all orders for the “Investment Policies”). No reference in this Agreement to the Sub-Adviser having full discretionary authority over each Fund’s portfolio investment decisions shall in any way limit the right of the Board or the Adviser to establish or revise policies in connection with the management of a Fund’s assets or to otherwise exercise its right to control the overall management of the Trust and each Fund. The scope of the Sub-Adviser’s authority for trading portfolio securities (and other financial instruments) for a Fund, including selecting broker-dealers to execute purchase and sale transactions (“trading authority”)of portfolio securities with brokers, shall initially be as set forth on Schedule A hereto (which may differ dealers or counterparties selected by Fund). The Adviser may revise the scope of the Sub-Adviser’s trading authority upon the provision of at least 30 days’ written notice to the Sub-Adviser. Absent the Sub-Adviser’s provision of written notice declining such change, such a change shall be effective as of the later of the end of such 30-day period or the date set forth in such notice. If Schedule A indicates “partially discretionary” trading authority, initially, the Adviser shall retain discretionary trading authority you for a mutually agreed subset that portion of the Fund’s portfolio investments (the “Subset”), and the Sub-assets for which you serve as investment subadviser. The Adviser shall be responsible for providing non-discretionary trading recommendations to the Adviser provide you with respect to the Subset (in accordance with the applicable terms written statements of the “nonDeclaration of Trust; the By-discretionary” trading authority paragraph below)Laws; the Fund’s written investment objectives and policies; the Prospectus and Statement of Additional Information and instructions, as in effect from time to time; and you shall have no responsibility for actions taken in reliance on any such documents. In addition, the Sub-Adviser shall provide you with reasonable advance notice, to the extent practicable under the circumstances, of any changes to any of the foregoing or any other documents relevant to the services you are required to provide under this Agreement (“Governing Documents”). Whenever practicable, the Adviser shall provide copies of such Governing Documents marked to show any changes from a previous version. Notwithstanding any other provision of this Agreement, you shall not be required to comply with any Governing Documents before you have full discretionary trading authority for had a reasonable period of time to review and establish appropriate policies and procedures to address compliance with any such Governing Documents, nor shall you be required to comply with any such Governing Documents that you reasonably believe to be inconsistent with applicable law or your fiduciary duty to the remaining Fund; provided, however, that you promptly provide the Adviser with written notice of your disagreement with such Governing Documents. You will conform your conduct to, and will ensure that your investment management of the portion of the Fund’s portfolio assets allocated to you complies with, the applicable provisions of the Investment Company Act and Investment Advisers Act and the rules and regulations thereunder, the requirements for qualification of the Fund as a regulated investment company under Subchapter M of the Internal Revenue Code of 1986, as amended (in accordance the “Code”), applicable federal and state laws and regulations, and with the applicable terms provisions of the “discretionary” trading Fund’s Registration Statement as amended or supplemented under the Securities Act of 1933, as amended, and the Investment Company Act. SANDS CAPITAL MANAGEMENT, LLC HARBOR GLOBAL LEADERS FUND JUNE 1, 2019 You shall maintain written compliance policies and procedures that you reasonably believe are reasonably designed to prevent the services you provide hereunder from causing yourself and the Fund to violate applicable federal securities laws. You agree to provide the Trust and the Adviser with such reports and certifications and with such access to your officers and employees that the Trust or Adviser may reasonably request for the purpose of assessing the adequacy of your compliance policies and procedures. You agree to notify the Adviser promptly upon your detection of any breach by you of any of the Fund’s policies, guidelines or procedures and of any violation by you of any applicable law or regulation, including the Investment Company Act and Subchapter M of the Code, relating to that portion of the Fund’s assets allocated to you. You also agree to notify us promptly upon detection of any material violations by you of your compliance policies and procedures that relate to the Fund or your activities as a investment subadviser to the Fund generally. You shall keep the Fund’s books and records maintained by you that relate to transactions in the name of the Fund hereunder and shall timely furnish to the Adviser upon request all such records relating to your services hereunder needed by the Adviser to keep the other books and records of the Fund required by Rule 31a-1 under the Investment Company Act. You agree that all records which you maintain for the Fund are the property of the Fund and you shall surrender promptly and without any charge to the Fund any of such records required to be maintained by you, provided that you may maintain copies of any books and records you maintain on behalf of the Fund. The Trust and the Adviser acknowledge and agree that you are not responsible for maintaining the official books and records of the Fund. In the performance of your duties hereunder, you are and shall be an independent contractor and unless otherwise expressly provided herein or otherwise authorized in writing, shall have no authority paragraph below)to act for or represent the Trust or the Fund in any way or otherwise be deemed to be an agent of the Trust or the Fund or of the Adviser. If Schedule A indicates “fully discretionary” trading authorityYou will make your officers and employees available to meet with the Trustees and the Trust’s or Adviser’s officers at least quarterly or as otherwise agreed on due notice to review the investments and investment program of the portion of the Fund’s assets allocated to you in light of current and prospective economic and market conditions. Your authority hereunder shall include the (i) power to purchase, initiallysell, generally deal in or exchange assets for the Sub-Adviser shall Fund; (ii) authority to exercise full trading authority for a whatever powers the Fund may possess with respect to purchasesany Fund assets, sales including the power to vote (or refrain from voting), exercise rights, options, warrants, conversion privileges and redemption privileges, and to tender securities pursuant to a tender offer; (iii) authority to enter into, and bind the Fund in respect of, foreign exchange transactions that settle by an actual delivery of the relevant currencies within a settlement period that is the customary timeline in the relevant market for spot foreign exchange transactions (or that is otherwise a bona fide spot foreign exchange transaction for purposes of applicable foreign exchange regulatory requirements) (each, a “Spot FX Transaction”); (iv) authority on behalf of the Fund, as agent and attorney-in-fact, to (A) open account(s) with and to issue to brokers, dealers, introducing brokers and banks, or any affiliate of any of the foregoing, instructions to purchase, sell or otherwise trade in or deal with, any security or other transactionsasset of the Fund and at risk of, as well as with respect to and in the name of, the Fund; and (B) negotiate and execute agreements, indemnities and representations letters for all other such things purposes you determine are necessary or incidental desirable in connection with the performance of your obligations hereunder; and (v) authority generally to perform any other act deemed necessary or desirable by you to assist you in carrying out your SANDS CAPITAL MANAGEMENT, LLC HARBOR GLOBAL LEADERS FUND JUNE 1, 2019 obligations hereunder, including in connection with effecting Spot FX Transactions for the furtherance or conduct of such purchases, sales or other transactionsFund. If Schedule A indicates “non-discretionary” trading authority, initiallyNotwithstanding the foregoing, the Sub-Adviser Fund or the Fund custodian, and not you, shall be responsible for promptly informing assessing and managing any disputes involving the Adviser (or another investment sub-advisory firm designated by the Adviser (hereinFund, a “Trading Adviser”)) of portfolio investment decisions for a Fund in writing pursuant to mutually agreed notification protocols. In turn, the parties understand and acknowledge that the Adviser or the Trading Adviser, as the case may be, will fully rely on such notifications to effect the security (and other financial instrument) trading execution for each Fund’s portfolio investments. Additionally, the Adviser and the Trading Adviser, as the case may be, has full discretionary authority to select broker-dealers to effect the trading execution for a Fund’s portfolio investments. In the event the Adviser or the Trading Adviser desire clarification on a particular Sub-Adviser notification, the Adviser or the Trading Adviser, as the case may be, will seek guidance from the Sub-Adviser prior to executing any transaction in question. In any case (e.g., non-discretionary, partial discretion, or full discretion), the Adviser may retain such discretionary authority as it deems appropriate for effecting in-kind and other transactions of Fund portfolio investments vis-à-vis “creation units.” Regardless of the scope of the Sub-Adviser’s trading authority, the Sub-Adviser acknowledges that the Board retains ultimate authority over each Fund and may take including making any and all actions necessary filings in connection with any securities litigation or class action lawsuits involving securities held or that were held in by the Fund. The Fund and reasonable the Adviser further understand that you may employ the services of a proxy voting service to protect exercise proxies in accordance with such guidelines. The Adviser may, upon written notice to you, retain the interests responsibility for voting proxies on behalf of the Fund. Upon receipt of such written notice from the Adviser, you shall have no responsibility for voting proxies on behalf of the Fund. Nothing in this Agreement shall limit or restrict the right of any of your directors, officers and employees to engage in any other business or to devote his or her time and attention in part to the management or other aspects of any business, whether of a similar or a dissimilar nature, nor limit or restrict your right to engage in any other business or to render service of any kind to any other corporation, firm, individual or association. For the avoidance of doubt, your obligations under this Agreement shall only apply to the assets allocated to you as subadviser; you shall have no responsibility for any compliance obligations that require monitoring or attention to any other assets of the Fund shareholdersor all of the assets of the Fund in the event less than all of the assets of the Fund are allocated to you as subadviser.

Sub-Advisory Services. The Sub-Adviser shall have full discretionary authority for portfolio investment decisions for a Fund (or each portion of a Fund’s assets allocated to the Sub-Adviser by the Adviser), including determining, from time to time, what securities (and other financial instruments) shall be purchased for the Fund, what securities (and other financial instruments) shall be held or sold by the Fund, and what portion of the Fund’s assets shall be held uninvested in cash, subject always to the provisions of the Trust’s Agreement and Declaration of Trust, By-Laws and each Fund’s prospectus and statement of additional information as set forth in the Trust’s registration statement on Form N-1A (the “Registration Statement”) under the 1940 Act, and under the Securities Act of 1933, as amended (the “1933 Act”), covering Fund shares, as filed with the U.S. Securities and Exchange Commission (the “SEC”), and to the investment objectives, policies and restrictions of each Fund, as shall be from time to time in effect, and such other limitations, policies and procedures as the Board or the Adviser may reasonably impose from time to time and provide in writing to the Sub-Adviser a reasonable period of time in advance of their effectiveness (the “Investment Policies”). No reference in this Agreement to the Sub-Adviser having full discretionary authority over each Fund’s portfolio investment decisions shall in any way limit the right of the Board or the Adviser to establish or revise policies in connection with the management of a Fund’s assets or to otherwise exercise its right to control the overall management of the Trust and each FundFund with reasonable notice to the Sub-Adviser. The scope of the Sub-Adviser’s authority for trading portfolio securities (and other financial instruments) for a Fund, including selecting broker-dealers to execute purchase and sale transactions (“trading authority”), shall initially be as set forth on Schedule A hereto (which may differ by Fund). The Adviser may revise the scope of the Sub-Adviser’s trading authority upon the provision of at least 30 days’ written notice to the Sub-Adviser. Absent the Sub-Adviser’s provision of written notice declining such change, such a change shall be effective as of the later of the end of such 30-day period or the date set forth in such notice. If Schedule A indicates “partially discretionary” trading authority, initially, the Adviser shall retain discretionary trading authority for a mutually agreed subset of the Fund’s portfolio investments (the “Subset”), and the Sub-Adviser shall be responsible for providing non-discretionary trading recommendations to the Adviser with respect to the Subset (in accordance with the applicable terms of the “non-discretionary” trading authority paragraph below). In addition, the Sub-Adviser shall have full discretionary trading authority for the remaining portion of the Fund’s portfolio (in accordance with the applicable terms of the “fully discretionary” trading authority paragraph below). If Schedule A indicates “fully discretionary” trading authority, initially, the Sub-Adviser shall exercise full trading authority for a Fund with respect to purchases, sales or other transactions, as well as with respect to all other such things necessary or incidental to the furtherance or conduct of such purchases, sales or other transactions. If Schedule A indicates “non-discretionary” trading authority, initially, the Sub-Adviser shall be responsible for promptly informing the Adviser (or another investment sub-advisory firm designated by the Adviser (herein, a “Trading Adviser”)) of portfolio investment decisions recommendations for a Fund in writing pursuant to mutually agreed notification protocolsprotocols and at such intervals as is specified on Schedule A or such other intervals as the parties may agree in writing. In turn, the parties understand and acknowledge that the Adviser or the Trading Adviser, as the case may be, will fully may rely on such notifications to effect recommendations in effecting the security (and other financial instrument) trading execution for each Fund’s portfolio investments. Additionally, the Adviser and or the Trading Adviser, as the case may be, has full responsibility and discretionary authority to select effect all transactions, including the selection of broker-dealers to effect the trading execution for a Fund’s portfolio investmentsinvestments and with respect to the timing and form (e.g., market, limit) of orders. In the event the Adviser or the Trading Adviser desire clarification on a particular Sub-Adviser notificationrecommendation, the Adviser or the Trading Adviser, as the case may be, will promptly seek guidance from the Sub-Adviser prior to executing any transaction in question. In any case (e.g., non-discretionary, partial discretion, or full discretion), the Adviser may retain such retains responsibility and discretionary authority as it deems appropriate for with respect to effecting in-kind creations and other transactions redemptions, including the construction, negotiation and acceptance of Fund portfolio investments vis-à-vis “creation units.” Regardless of the scope of the Sub-Adviser’s trading authorityand redemption baskets, except that the Sub-Adviser acknowledges that may provide Adviser with such assistance as is agreed among the Board retains ultimate authority over each Fund and may take any and all actions necessary and reasonable to protect the interests of Fund shareholdersparties in writing.

Sub-Advisory Services. Subject to the supervision of the Trust's Board of Trustees, the Sub-Adviser shall assist the Adviser in providing a continuous investment program with respect to the Fund's portfolio, including investment research and management with respect to all securities and investments and cash equivalents in the Fund. The Sub-Adviser shall have full discretionary authority for portfolio investment decisions for a Fund (or each portion of a Fund’s assets allocated may, subject to the Sub-Adviser by Adviser's review, determine the Adviser)securities and investments to be purchased, including determining, from time to time, what securities (and other financial instruments) shall be purchased for the Fund, what securities (and other financial instruments) shall be held sold or sold retained by the Fund, and what portion of the Fund’s assets shall be held uninvested in cash, subject always to the provisions of the Trust’s Agreement and Declaration of Trust, By-Laws and each Fund’s prospectus and statement of additional information as set forth in the Trust’s registration statement on Form N-1A (the “Registration Statement”) under the 1940 Act, and under the Securities Act of 1933, as amended (the “1933 Act”), covering Fund shares, as filed with the U.S. Securities and Exchange Commission (the “SEC”), and to the investment objectives, policies and restrictions of each Fund, as shall be from time to time in effect, and such other limitations, policies and procedures as the Board or the Adviser may reasonably impose from time to time and provide in writing to the Sub-Adviser (the “Investment Policies”). No reference in this Agreement to the Sub-Adviser having full discretionary authority over each Fund’s portfolio investment decisions shall in any way limit the right of the Board or the Adviser to establish or revise policies in connection with the management of a Fund’s assets or to otherwise exercise its right to control the overall management of the Trust and each Fund. The scope of the Sub-Adviser’s authority for trading portfolio securities (and other financial instruments) for a Fund, including selecting broker-dealers to execute purchase and sale transactions (“trading authority”), shall initially be as set forth on Schedule A hereto (which may differ by Fund). The Adviser may revise the scope of the Sub-Adviser’s trading authority upon the provision of at least 30 days’ written notice to the Sub-Adviser. Absent the Sub-Adviser’s provision of written notice declining such change, such a change shall be effective as of the later of the end of such 30-day period or the date set forth in such notice. If Schedule A indicates “partially discretionary” trading authority, initially, the Adviser shall retain discretionary trading authority for a mutually agreed subset of the Fund’s portfolio investments (the “Subset”), and the Sub-Adviser shall be responsible may place orders directly with the issuer or any broker or dealer for providing nonsuch securities and investments. The Sub-discretionary trading recommendations to the Adviser with respect to the Subset (will provide services under this Agreement in accordance with the applicable terms Fund's investment objective, policies and restrictions as stated in the Fund's prospectus and Statement of Additional Information and resolutions of the “non-discretionary” trading authority paragraph below)Trust's Board of Trustees applicable to the Fund. In addition, the Sub-Adviser shall have full discretionary trading authority for the remaining portion to enter into and execute agreements on behalf of the Fund relating to the acquisition or disposition of investment assets and the execution of portfolio transactions pursuant to Sub-Adviser's management of the Fund under this Agreement. Such agreements may include foreign exchange contracts and other transactional agreements. Nothing contained herein, however, shall be deemed to authorize Sub-Adviser to take or receive physical possession of any cash or securities held in the Fund’s portfolio , it being intended that sole responsibility for safekeeping thereof (in accordance with such investments as Sub-Adviser shall direct) and the applicable terms consummation of all such purchases, sales, deliveries, and investments made pursuant to Sub-Adviser's direction shall rest upon the Custodian. The Sub-Adviser warrants that all actions taken in the exercise of the “discretionary” trading authority paragraph below). If Schedule A indicates “fully discretionary” trading authority, initially, power herein granted to the Sub-Adviser shall exercise full trading authority will be taken solely and exclusively for a Fund with respect to purchasesthe benefit of the Fund. Without limiting the generality of the foregoing, sales or other transactions, as well as with respect to all other such things necessary or incidental to the furtherance or conduct of such purchases, sales or other transactions. If Schedule A indicates “non-discretionary” trading authority, initially, the Sub-Adviser shall be responsible for promptly informing the Adviser (or another investment sub-advisory firm designated by the Adviser (herein, a “Trading Adviser”)) of portfolio investment decisions for a Fund in writing pursuant to mutually agreed notification protocols. In turn, the parties understand and acknowledge further agrees that the Adviser or the Trading Adviser, as the case may be, will fully rely on such notifications to effect the security (and other financial instrument) trading execution for each Fund’s portfolio investments. Additionally, the Adviser and the Trading Adviser, as the case may be, has full discretionary authority to select broker-dealers to effect the trading execution for a Fund’s portfolio investments. In the event the Adviser or the Trading Adviser desire clarification on a particular Sub-Adviser notification, the Adviser or the Trading Adviser, as the case may be, will seek guidance from the Sub-Adviser prior to executing any transaction in question. In any case (e.g., non-discretionary, partial discretion, or full discretion), the Adviser may retain such discretionary authority as it deems appropriate for effecting in-kind and other transactions of Fund portfolio investments vis-à-vis “creation units.” Regardless of the scope of the Sub-Adviser’s trading authority, the Sub-Adviser acknowledges that the Board retains ultimate authority over each Fund and may take any and all actions necessary and reasonable to protect the interests of Fund shareholders.it:

Sub-Advisory Services. (a) The Sub-Adviser shall have full discretionary authority for portfolio investment decisions for a Fund (or each portion of a Fund’s assets allocated Advisor shall, subject to the supervision and oversight of the Advisor, manage the investment and reinvestment of all assets of each of the Funds (“Fund Assets”). The Sub-Adviser by Advisor shall manage the Adviser)Fund Assets in conformity with (i) the investment objective, including determining, from time to time, what securities (policies and other financial instruments) shall be purchased for the Fund, what securities (and other financial instruments) shall be held or sold by the Fund, and what portion restrictions of each of the Fund’s assets shall be held uninvested in cash, subject always to the provisions of the Trust’s Agreement and Declaration of Trust, By-Laws and each Fund’s prospectus and statement of additional information as Funds set forth in the Trust’s registration statement on Form N-1A prospectus and Statement of Additional Information (the “Registration StatementSAI”) under relating to the 1940 Act, and under the Securities Act of 1933Funds, as they may be amended (the “1933 Act”), covering Fund shares, as filed with the U.S. Securities and Exchange Commission (the “SEC”), and to the investment objectives, policies and restrictions of each Fund, as shall be from time to time in effecttime, and such other limitationsany additional policies or guidelines, including without limitation compliance policies and procedures as procedures, established by the Advisor, the Trust’s Chief Compliance Officer, or by the Trust’s Board or the Adviser may reasonably impose from time to time and provide of Trustees (“Board”) that have been furnished in writing to the Sub-Adviser Advisor; (ii) written instructions or directions delivered by the “Investment Policies”). No reference in this Agreement Advisor or the Trust to the Sub-Adviser having full discretionary authority over each Fund’s portfolio investment decisions shall in any way limit Advisor, as provided more particularly below; (iii) the right requirements of the Board or the Adviser to establish or revise policies in connection with the management Investment Company Act of a Fund’s assets or to otherwise exercise its right to control the overall management of the Trust and each Fund. The scope of the Sub-Adviser’s authority for trading portfolio securities (and other financial instruments) for a Fund, including selecting broker-dealers to execute purchase and sale transactions 1940 (“trading authority1940 Act”), shall initially be as set forth on Schedule A hereto (which may differ by Fund). The Adviser may revise the scope of the Sub-Adviser’s trading authority upon the provision of at least 30 days’ written notice Advisers Act and all other federal and state laws applicable to the Sub-Adviser. Absent the Sub-Adviser’s provision of written notice declining such change, such a change shall be effective as of the later of the end of such 30-day period or the date set forth in such notice. If Schedule A indicates “partially discretionary” trading authority, initially, the Adviser shall retain discretionary trading authority for a mutually agreed subset of the Fund’s portfolio investments (the “Subset”), registered investment companies and the Sub-Adviser shall Advisor’s duties under this Agreement, all as may be responsible for providing non-discretionary trading recommendations in effect from time to time; (iv) that certain order of the SEC dated May 29, 2013 (as may be amended from time to time) granting exemptive relief to the Adviser with Advisor, the Trust and any investment sub-adviser of any of the Funds from certain provisions of the 1940 Act and the rules promulgated thereunder in respect of each Fund’s status as an exchange-traded fund (“Advisor’s Exemptive Relief”); and (v) that certain order of the SEC dated July 8, 2014 (as may be amended from time to time) granting exemptive relief to the Subset (in accordance with Advisor, the applicable terms Trust and any investment sub-adviser of any of the Funds from certain provisions of the 1940 Act and the rules promulagatedtherunder in respect of permitting (a) each Fund that operate as “nonfunds of funds” to acquire shares of certain registered open-discretionaryend management investment companies, registered closed-end management investment companies, “business development companies” trading authority paragraph below(as defined by section 2(a)(48) of the 1940 Act), and registered unit investment trusts that are within and outside the same group of investment companies as the acquiring investment companies; and (b) each Fund relying on rule 12d1-2 under the 1940 Act to invest in certain financial instruments that may not be securities within the meaning of section 2(a)(36) of the 1940 Act. In additionThe materials outlined above in sub-clauses (i) through (iv) of this Section 2 are referred to herein below collectively as the “Policies.” Subject to the foregoing, the Sub-Adviser shall have full discretionary trading authority for the remaining portion Advisor is authorized to buy, sell, lend and otherwise trade in any stocks, bonds and other securities and investment instruments and to hold cash on behalf of each of the FundFunds as the Sub-Advisor deems appropriate, in the Sub-Advisor’s portfolio (in accordance sole discretion and without prior consultation with the applicable terms Advisor, in light of the “discretionary” trading authority paragraph belowPolicies. Notwithstanding the foregoing provisions of this Section 2(a). If Schedule A indicates “fully discretionary” trading authority, initiallyhowever, the Sub-Adviser Advisor shall, upon and in accordance with written instructions from the Advisor, effect such portfolio transactions for the Fund Assets as the Advisor shall exercise full trading authority determine are necessary or desirable in order for a Fund to comply with respect to purchases, sales or other transactions, as well as with respect to all other such things necessary or incidental to the furtherance or conduct of such purchases, sales or other transactions. If Schedule A indicates “non-discretionary” trading authority, initially, the Sub-Adviser shall be responsible for promptly informing the Adviser (or another investment sub-advisory firm designated by the Adviser (herein, a “Trading Adviser”)) of portfolio investment decisions for a Fund in writing pursuant to mutually agreed notification protocols. In turn, the parties understand and acknowledge that the Adviser or the Trading Adviser, as the case may be, will fully rely on such notifications to effect the security (and other financial instrument) trading execution for each Fund’s portfolio investments. Additionally, the Adviser and the Trading Adviser, as the case may be, has full discretionary authority to select broker-dealers to effect the trading execution for a Fund’s portfolio investments. In the event the Adviser or the Trading Adviser desire clarification on a particular Sub-Adviser notification, the Adviser or the Trading Adviser, as the case may be, will seek guidance from the Sub-Adviser prior to executing any transaction in question. In any case (e.g., non-discretionary, partial discretion, or full discretion), the Adviser may retain such discretionary authority as it deems appropriate for effecting in-kind and other transactions of Fund portfolio investments vis-à-vis “creation unitsPolicies.” Regardless of the scope of the Sub-Adviser’s trading authority, the Sub-Adviser acknowledges that the Board retains ultimate authority over each Fund and may take any and all actions necessary and reasonable to protect the interests of Fund shareholders.

Sub-Advisory Services. The Sub-Adviser shall have full discretionary authority for portfolio investment decisions for a Fund (or each portion of a Fund’s assets allocated to the Sub-Adviser by the Adviser), including determining, from time to time, what securities (and other financial instruments) shall be purchased for the Fund, what securities (and other financial instruments) shall be held or sold by the Fund, and what portion of the Fund’s assets shall be held uninvested in cash, subject always to the provisions of the Trust’s Agreement and Declaration of Trust, By-Laws and each Fund’s prospectus and statement of additional information as set forth in the Trust’s registration statement on Form N-1A (the “Registration Statement”) under the 1940 Act, and under the Securities Act of 1933, as amended (the “1933 Act”), covering Fund shares, as filed with the U.S. Securities and Exchange Commission (the “SEC”), and to the investment objectives, policies and restrictions of each Fund, as shall be from time to time in effect, and such other limitations, policies and procedures as the Board or the Adviser may reasonably impose from time to time and provide in writing to the Sub-Adviser (the “Investment Policies”). No reference in this Agreement to the Sub-Adviser having full discretionary authority over each Fund’s portfolio investment decisions shall in any way limit the right of the Board or the Adviser to establish or revise policies in connection with the management of a Fund’s assets or to otherwise exercise its right to control the overall management of the Trust and each Fund. The scope of the Sub-Adviser’s authority for trading portfolio securities (and other financial instruments) for a Fund, including selecting broker-dealers to execute purchase and sale transactions (“trading authority”), shall initially be as set forth on Schedule A hereto (which may differ by Fund). The Adviser may revise the scope of the Sub-Adviser’s trading authority upon the provision of at least 30 days’ written notice to the Sub-Adviser. Absent the Sub-Adviser’s provision of written notice declining such change, such a change shall be effective as of the later of the end of such 30-day period or the date set forth in such notice. If Schedule A indicates “partially discretionary” trading authority, initially, the Adviser shall retain discretionary trading authority for a mutually agreed subset of the Fund’s portfolio investments (the “Subset”), and the Sub-Adviser shall be responsible for providing non-discretionary trading recommendations to the Adviser with respect to the Subset (in accordance with the applicable terms of the “non-discretionary” trading authority paragraph below). In addition, the Sub-Adviser shall have full discretionary trading authority for the remaining portion of the Fund’s portfolio (in accordance with the applicable terms of the “discretionary” trading authority paragraph below). If Schedule A indicates “fully discretionary” trading authority, initially, the Sub-Adviser shall exercise full trading authority for a Fund with respect to purchases, sales or other transactions, as well as with respect to all other such things necessary or incidental to the furtherance or conduct of such purchases, sales or other transactions. If Schedule A indicates “non-discretionary” trading authority, initially, the Sub-Adviser shall be responsible for promptly informing the Adviser (or another investment sub-advisory firm designated by the Adviser (herein, a “Trading Adviser”)) of portfolio investment decisions for a Fund in writing pursuant to mutually agreed notification protocols. In turn, the parties understand and acknowledge that the Adviser or the Trading Adviser, as the case may be, will fully rely on such notifications to effect the security (and other financial instrument) trading execution for each Fund’s portfolio investments. AdditionallyThe Adviser generally does not expect to exercise, and the Trading Adviser shall have no, discretionary authority for portfolio investment decisions for a Fund; however, each of the Adviser and the Trading Adviser, as the case may be, has full discretionary authority to select broker-dealers to effect the trading execution for a Fund’s portfolio investments. The Sub-Adviser shall have no discretionary authority to execute trades for the Fund or to select broker-dealers to effect such trades. In the event the Adviser or the Trading Adviser desire clarification on a particular Sub-Adviser notification, the Adviser or the Trading Adviser, as the case may be, will seek guidance from the Sub-Adviser prior to executing any transaction in question. In any case (e.g., non-discretionary, partial discretion, or full discretion), the Adviser may retain such discretionary authority as it deems appropriate for effecting in-kind and other transactions of Fund portfolio investments vis-à-vis “creation units.” Regardless of the scope of the Sub-Adviser’s trading authority, the Sub-Adviser acknowledges that the Board retains ultimate authority over each Fund and may take any and all actions necessary and reasonable to protect the interests of Fund shareholders.

Sub-Advisory Services. The Sub-Adviser shall have full discretionary authority for portfolio investment decisions for a Fund (or each portion of a Fund’s assets allocated to the Sub-Adviser by the Adviser), including determining, from time to time, what securities (and other financial instruments) shall be purchased for the Fund, what securities (and other financial instruments) shall be held or sold by the Fund, and what portion of the Fund’s assets shall be held uninvested in cash, subject always to the provisions of the Trust’s Agreement and Declaration of Trust, By-Laws and each Fund’s prospectus and statement of additional information as set forth in the Trust’s registration statement on Form N-1A (the “Registration Statement”) under the 1940 Act, and under the Securities Act of 1933, as amended (the “1933 Act”), covering Fund shares, as filed with the U.S. Securities and Exchange Commission (the “SEC”), and to the investment objectives, policies and restrictions of each Fund, as shall be from time to time in effect, and such other limitations, policies and procedures as the Board or the Adviser may reasonably impose from time to time and provide in writing to the Sub-Adviser (the “Investment Policies”). No reference in this Agreement to the Sub-Adviser having full discretionary authority over each Fund’s portfolio investment decisions shall in any way limit the right of the Board or the Adviser to establish or revise policies in connection with the management of a Fund’s assets or to otherwise exercise its right to control the overall management of the Trust and each Fund. The scope of the Sub-Adviser’s authority for trading portfolio securities (and other financial instruments) for a Fund, including selecting broker-dealers to execute purchase and sale transactions (“trading authority”), shall initially be as set forth on Schedule A hereto (which may differ by Fund). The Adviser may seek to revise the scope of the Sub-Adviser’s trading authority upon the provision of at least 30 days’ written notice to the Sub-Adviser. Absent If the Sub-Adviser’s provision Adviser is agreeable to such change in its scope of trading authority, the Sub-Adviser shall provide its written notice declining consent within fifteen days from the date of the original notice; and, in such changecase, such a change in trading authority shall be effective as of the later of the end of such 30-day period or the date set forth in such the original written notice. If Schedule A indicates “partially discretionary” trading authority, initially, the Adviser shall retain discretionary trading authority for a mutually agreed subset of the Fund’s portfolio investments (the “Subset”), and the Sub-Adviser shall be responsible for providing non-discretionary trading recommendations to the Adviser with respect to the Subset (in accordance with the applicable terms of the “non-discretionary” trading authority paragraph below). In addition, the Sub-Adviser shall have full discretionary trading authority for the remaining portion of the Fund’s portfolio (in accordance with the applicable terms of the “discretionary” trading authority paragraph below). If Schedule A indicates “fully discretionary” trading authority, initially, the Sub-Adviser shall exercise full trading authority for a Fund with respect to purchases, sales or other transactions, as well as with respect to all other such things necessary or incidental to the furtherance or conduct of such purchases, sales or other transactions. If Schedule A indicates “non-discretionary” trading authority, initially, the Sub-Adviser shall be responsible for promptly informing the Adviser (or another investment sub-advisory firm designated by the Adviser (herein, a “Trading Adviser”)) of portfolio investment decisions for a Fund in writing pursuant to mutually agreed notification protocols. In turn, the parties understand and acknowledge that the Adviser or the Trading Adviser, as the case may be, will fully rely on such notifications to effect the security (and other financial instrument) trading execution for each Fund’s portfolio investments. Additionally, the Adviser and the Trading Adviser, as the case may be, has full discretionary authority to select broker-dealers to effect the trading execution for a Fund’s portfolio investments. In the event the Adviser or the Trading Adviser desire clarification on a particular Sub-Adviser notification, the Adviser or the Trading Adviser, as the case may be, will seek guidance from the Sub-Adviser prior to executing any transaction in question. In any case (e.g., non-discretionary, partial discretion, or full discretion), the Adviser may retain such discretionary authority as it deems appropriate for effecting in-kind and other transactions of Fund portfolio investments vis-à-vis “creation units.” Regardless of the scope of the Sub-Adviser’s trading authority, the Sub-Adviser acknowledges that the Board retains ultimate authority over each Fund and may take any and all actions necessary and reasonable to protect the interests of Fund shareholders.

Sub-Advisory Services. (a) Subject always to the supervision of the Trust’s Board of Trustees (“Board”) and the Adviser, the Sub-Adviser shall, to the extent applicable and subject to the supervision and oversight of the Adviser, manage the investment and reinvestment of such portion of the assets of the Fund and perform such other obligations, as the Adviser may from time to time allocate to the Sub-Adviser, and the Sub-Adviser agrees to undertake, the obligations described in Schedule B attached hereto, which is incorporated herein by reference, for the sub-advised assets (the “Sub-Advised Assets”) described in Schedule A attached hereto, which is incorporated herein by reference. The Sub-Adviser shall have full discretionary authority for portfolio investment decisions for a Fund (or each portion of a Fund’s assets allocated to manage the Sub-Adviser by Advised Assets and perform such other obligations in conformity with (i) the Adviser)investment objective, including determining, from time to time, what securities (policies and other financial instruments) shall be purchased for the Fund, what securities (and other financial instruments) shall be held or sold by the Fund, and what portion restrictions of the Fund’s assets shall be held uninvested Funds set forth in cash, subject always to the provisions of the Trust’s Agreement and Declaration of Trust, By-Laws and each Fund’s prospectus and statement of additional information relating to the Fund, as set forth in they may be amended from time to time, any additional policies or guidelines, including without limitation compliance policies and procedures, established by the Adviser, the Trust’s registration statement on Form N-1A (the “Registration Statement”) under the 1940 ActChief Compliance Officer, and under the Securities Act of 1933, as amended (the “1933 Act”), covering Fund shares, as filed with the U.S. Securities and Exchange Commission (the “SEC”), and to the investment objectives, policies and restrictions of each Fund, as shall be from time to time in effect, and such other limitations, policies and procedures as or by the Board or the Adviser may reasonably impose from time to time and provide that have been furnished in writing to the Sub-Adviser, (ii) the written instructions and directions received from the Adviser and the Trust as delivered; (iii) any applicable fiduciary duties it may have to each Fund and (iv) the “Investment Policies”). No reference in this Agreement to the Sub-Adviser having full discretionary authority over each Fund’s portfolio investment decisions shall in any way limit the right requirements of the Board or 1940 Act, the Adviser Advisers Act and all other federal and state laws applicable to establish or revise policies in connection with the management of a Fund’s assets or to otherwise exercise its right to control the overall management of the Trust registered investment companies and each Fund. The scope of the Sub-Adviser’s authority for trading portfolio securities (and other financial instruments) for a Fundduties under this Agreement, including selecting broker-dealers all as may be in effect from time to execute purchase and sale transactions (“trading authority”), shall initially be as set forth on Schedule A hereto (which may differ by Fund)time. The Adviser may revise foregoing is referred to below together as the scope “Policies.” For purposes of compliance with the Policies, the Sub-Adviser’s trading authority upon the provision of at least 30 days’ written notice Adviser shall be entitled to treat the Sub-Adviser. Absent Advised Assets as though the Sub-Adviser’s provision of written notice declining such change, such a change shall be effective as of the later of the end of such 30-day period or the date set forth in such notice. If Schedule A indicates “partially discretionary” trading authority, initially, the Adviser shall retain discretionary trading authority for a mutually agreed subset of the Advised Assets constituted an entire Fund’s portfolio investments (the “Subset”), and the Sub-Adviser shall not be responsible in any way for providing nonthe compliance of any assets of a Fund, other than the Sub-discretionary trading recommendations Advised Assets, with the Policies. Subject to the Adviser with respect to the Subset (in accordance with the applicable terms of the “non-discretionary” trading authority paragraph below). In additionforegoing, the Sub-Adviser shall have full discretionary trading authority for is authorized, in its discretion and without prior consultation with the remaining portion Adviser, to buy, sell, lend and otherwise trade in any stocks, bonds and other securities and investment instruments on behalf of the Fund’s Funds, without regard to the length of time the securities have been held and the resulting rate of portfolio (in accordance with turnover or any tax considerations; and the applicable terms majority or the whole of the “discretionary” trading authority paragraph below). If Schedule A indicates “fully discretionary” trading authoritySub-Advised Assets may be invested in such proportions of stocks, initiallybonds, other securities or investment instruments, or cash, as the Sub-Adviser shall exercise full trading authority for a Fund with respect to purchasesdetermine. Notwithstanding the foregoing provisions of this Section 2(a), sales or other transactionshowever, as well as with respect to all other such things necessary or incidental to the furtherance or conduct of such purchases, sales or other transactions. If Schedule A indicates “non-discretionary” trading authority, initially, (i) the Sub-Adviser shall be responsible shall, upon and in accordance with written instructions from the Adviser, effect such portfolio transactions for promptly informing the Sub-Advised Assets as the Adviser (or another investment sub-advisory firm designated by the Adviser (herein, a “Trading Adviser”)) of portfolio investment decisions shall determine are necessary in order for a Fund in writing pursuant to mutually agreed notification protocols. In turncomply with the Policies, the parties understand and acknowledge that the Adviser or the Trading Adviser, as the case may be, will fully rely on such notifications (ii) upon notice to effect the security (and other financial instrument) trading execution for each Fund’s portfolio investments. Additionally, the Adviser and the Trading Adviser, as the case may be, has full discretionary authority to select broker-dealers to effect the trading execution for a Fund’s portfolio investments. In the event the Adviser or the Trading Adviser desire clarification on a particular Sub-Adviser notification, the Adviser or the Trading Adviser, as the case may be, will seek guidance from the Sub-Adviser prior to executing any transaction in question. In any case (e.g., non-discretionary, partial discretion, or full discretion)Adviser, the Adviser may retain such discretionary authority as it deems appropriate for effecting effect in-kind and other transactions redemptions with shareholders of a Fund portfolio investments vis-à-vis “creation units.” Regardless of the scope of with securities included within the Sub-Adviser’s trading authority, the Sub-Adviser acknowledges that the Board retains ultimate authority over each Fund and may take any and all actions necessary and reasonable to protect the interests of Fund shareholdersAdvised Assets.

Sub-Advisory Services. Subject to the supervision of the Trust's Board of Trustees, the Sub-Adviser shall assist the Adviser in providing a continuous investment program with respect to the Fund's portfolio, including investment research and management with respect to all securities and investments and cash equivalents in the Fund. The Sub-Adviser shall have full discretionary authority for portfolio investment decisions for a Fund (or each portion of a Fund’s assets allocated may, subject to the Sub-Adviser by Adviser's review, determine the Adviser), including determining, from time securities and investments to time, what securities (and other financial instruments) shall be purchased for the Fund, what securities (and other financial instruments) shall be held sold or sold retained by the Fund, and what portion of the Fund’s assets shall be held uninvested in cash, subject always to the provisions of the Trust’s Agreement and Declaration of Trust, By-Laws and each Fund’s prospectus and statement of additional information as set forth in the Trust’s registration statement on Form N-1A (the “Registration Statement”) under the 1940 Act, and under the Securities Act of 1933, as amended (the “1933 Act”), covering Fund shares, as filed with the U.S. Securities and Exchange Commission (the “SEC”), and to the investment objectives, policies and restrictions of each Fund, as shall be from time to time in effect, and such other limitations, policies and procedures as the Board or the Adviser may reasonably impose from time to time and provide in writing to the Sub-Adviser (the “Investment Policies”). No reference in this Agreement to the Sub-Adviser having full discretionary authority over each Fund’s portfolio investment decisions shall in any way limit the right of the Board or the Adviser to establish or revise policies in connection with the management of a Fund’s assets or to otherwise exercise its right to control the overall management of the Trust and each Fund. The scope of the Sub-Adviser’s authority for trading portfolio securities (and other financial instruments) for a Fund, including selecting broker-dealers to execute purchase and sale transactions (“trading authority”), shall initially be as set forth on Schedule A hereto (which may differ by Fund). The Adviser may revise the scope of the Sub-Adviser’s trading authority upon the provision of at least 30 days’ written notice to the Sub-Adviser. Absent the Sub-Adviser’s provision of written notice declining such change, such a change shall be effective as of the later of the end of such 30-day period or the date set forth in such notice. If Schedule A indicates “partially discretionary” trading authority, initially, the Adviser shall retain discretionary trading authority for a mutually agreed subset of the Fund’s portfolio investments (the “Subset”), and the Sub-Adviser shall be responsible may place orders directly with the issuer or any broker or dealer for providing nonsuch securities and investments. The Sub-discretionary trading recommendations to the Adviser with respect to the Subset (will provide services under this Agreement in accordance with the applicable terms Fund's investment objective, policies and restrictions as stated in the Fund's prospectus and Statement of Additional Information and resolutions of the “non-discretionary” trading authority paragraph below)Trust's Board of Trustees applicable to the Fund. In addition, the Sub-Adviser shall have full discretionary trading authority for the remaining portion to enter into and execute agreements on behalf of the Fund relating to the acquisition or disposition of investment assets and the execution of portfolio transactions pursuant to Sub-Adviser's management of the Fund under this Agreement. Such agreements may include foreign exchange contracts and other transactional agreements. Nothing contained herein, however, shall be deemed to authorize Sub-Adviser to take or receive physical possession of any cash or securities held in the Fund’s portfolio , it being intended that sole responsibility for safekeeping thereof (in accordance with such investments as Sub-Adviser shall direct) and the applicable terms consummation of all such purchases, sales, deliveries, and investments made pursuant to Sub-Adviser's direction shall rest upon the Custodian. The Sub -Adviser warrants that all actions taken in the exercise of the “discretionary” trading authority paragraph below). If Schedule A indicates “fully discretionary” trading authority, initially, power herein granted to the Sub-Adviser shall exercise full trading authority will be taken solely and exclusively for a Fund with respect to purchasesthe benefit of the Fund. Without limiting the generality of the foregoing, sales or other transactions, as well as with respect to all other such things necessary or incidental to the furtherance or conduct of such purchases, sales or other transactions. If Schedule A indicates “non-discretionary” trading authority, initially, the Sub-Adviser shall be responsible for promptly informing the Adviser (or another investment sub-advisory firm designated by the Adviser (herein, a “Trading Adviser”)) of portfolio investment decisions for a Fund in writing pursuant to mutually agreed notification protocols. In turn, the parties understand and acknowledge further agrees that the Adviser or the Trading Adviser, as the case may be, will fully rely on such notifications to effect the security (and other financial instrument) trading execution for each Fund’s portfolio investments. Additionally, the Adviser and the Trading Adviser, as the case may be, has full discretionary authority to select broker-dealers to effect the trading execution for a Fund’s portfolio investments. In the event the Adviser or the Trading Adviser desire clarification on a particular Sub-Adviser notification, the Adviser or the Trading Adviser, as the case may be, will seek guidance from the Sub-Adviser prior to executing any transaction in question. In any case (e.g., non-discretionary, partial discretion, or full discretion), the Adviser may retain such discretionary authority as it deems appropriate for effecting in-kind and other transactions of Fund portfolio investments vis-à-vis “creation units.” Regardless of the scope of the Sub-Adviser’s trading authority, the Sub-Adviser acknowledges that the Board retains ultimate authority over each Fund and may take any and all actions necessary and reasonable to protect the interests of Fund shareholders.it:

Sub-Advisory Services. (a) The Sub-Adviser shall, subject to the supervision and oversight of the Adviser, manage the investment and reinvestment of such portion of the assets of the Company, as the Adviser may from time to time allocate to the Sub-Adviser for management (the “Sub-Advised Assets”). The services provided by the Sub-Adviser are outlined in Schedule A hereto. The Sub-Adviser shall have full discretionary authority for portfolio investment decisions for a Fund (or each portion of a Fund’s assets allocated to manage the Sub-Adviser by Advised Assets in conformity with (i) the Adviser)investment objective, including determining, from time to time, what securities (policies and other financial instruments) shall be purchased for the Fund, what securities (and other financial instruments) shall be held or sold by the Fund, and what portion restrictions of the Fund’s assets shall be held uninvested Company set forth in cash, subject always to the provisions of the Trust’s Agreement and Declaration of Trust, By-Laws and each Fund’s prospectus and statement of additional information relating to the US ETF, as set forth in they may be amended from time to time, any additional policies or guidelines, including without limitation compliance policies and procedures, established by the Adviser, the Trust’s registration statement on Form N-1A Chief Compliance Officer, or by the Trust’s Board of Trustees (the “Registration StatementBoard”) under the 1940 Act, and under the Securities Act of 1933, as amended (the “1933 Act”), covering Fund shares, as filed with the U.S. Securities and Exchange Commission (the “SEC”), and to the investment objectives, policies and restrictions of each Fund, as shall be from time to time in effect, and such other limitations, policies and procedures as the Board or the Adviser may reasonably impose from time to time and provide that have been furnished in writing to the Sub-Adviser, (ii) the written instructions and directions received from the Adviser and the Trust as delivered; and (iii) the “Investment Policies”). No reference in this Agreement to the Sub-Adviser having full discretionary authority over each Fund’s portfolio investment decisions shall in any way limit the right requirements of the Board or 1940 Act, the Adviser Advisers Act, and all other federal and state laws applicable to establish or revise policies in connection with the management of a Fund’s assets or to otherwise exercise its right to control the overall management of the Trust registered investment companies and each Fund. The scope of the Sub-Adviser’s authority for trading portfolio securities (and other financial instruments) for a Fundduties under this Agreement, including selecting broker-dealers all as may be in effect from time to execute purchase and sale transactions (“trading authority”), shall initially be as set forth on Schedule A hereto (which may differ by Fund)time. The Adviser may revise foregoing are referred to below together as the scope “Policies.” 49232807.2 For purposes of compliance with the Policies, the Sub-Adviser’s trading authority upon the provision of at least 30 days’ written notice Adviser shall be entitled to treat the Sub-Adviser. Absent Advised Assets as though the Sub-Adviser’s provision of written notice declining such change, such a change shall be effective as of Advised Assets constituted the later of the end of such 30-day period or the date set forth in such notice. If Schedule A indicates “partially discretionary” trading authority, initially, the Adviser shall retain discretionary trading authority for a mutually agreed subset of the Fund’s portfolio investments (the “Subset”)entire Company, and the Sub-Adviser shall not be responsible in any way for providing nonthe compliance of any assets of the Company, other than the Sub-discretionary trading recommendations Advised Assets, with the Policies. Subject to the Adviser with respect to the Subset (in accordance with the applicable terms of the “non-discretionary” trading authority paragraph below). In additionforegoing, the Sub-Adviser shall have full discretionary trading authority for is authorized, in its discretion and without prior consultation with the remaining portion Adviser, to buy, sell, lend and otherwise trade in any stocks, bonds and other securities and investment instruments on behalf of the Fund’s Company, without regard to the length of time the securities have been held and the resulting rate of portfolio (in accordance with turnover or any tax considerations; and the applicable terms majority or the whole of the “discretionary” trading authority paragraph below). If Schedule A indicates “fully discretionary” trading authoritySub-Advised Assets may be invested in such proportions of stocks, initiallybonds, other securities or investment instruments, or cash, as the Sub-Adviser shall exercise full trading authority for a Fund with respect to purchasesdetermine. Notwithstanding the foregoing provisions of this Section 2(a), sales or other transactionshowever, as well as with respect to all other such things necessary or incidental to the furtherance or conduct of such purchases, sales or other transactions. If Schedule A indicates “non-discretionary” trading authority, initially, (i) the Sub-Adviser shall be responsible for promptly informing shall, upon and in accordance with written instructions from the Adviser (or another investment sub-advisory firm designated by the Adviser (herein, a “Trading Adviser”)) of portfolio investment decisions for a Fund in writing pursuant to mutually agreed notification protocols. In turn, the parties understand and acknowledge that the Adviser or the Trading Adviser, as the case may be, will fully rely on effect such notifications to effect the security (and other financial instrument) trading execution portfolio transactions for each Fund’s portfolio investments. Additionally, the Adviser and the Trading Adviser, as the case may be, has full discretionary authority to select broker-dealers to effect the trading execution for a Fund’s portfolio investments. In the event the Adviser or the Trading Adviser desire clarification on a particular Sub-Adviser notification, the Adviser or the Trading Adviser, as the case may be, will seek guidance from the Sub-Advised Assets as the Adviser prior shall determine are necessary in order for the Company to executing any transaction in question. In any case comply with the Policies, and (e.g., nonii) upon notice to the Sub-discretionary, partial discretion, or full discretion)Adviser, the Adviser may retain such discretionary authority as it deems appropriate for effecting effect in-kind and other transactions of Fund portfolio investments vis-à-vis “creation units.” Regardless redemptions with shareholders of the scope of Company with securities included within the Sub-Adviser’s trading authority, the Sub-Adviser acknowledges that the Board retains ultimate authority over each Fund and may take any and all actions necessary and reasonable to protect the interests of Fund shareholdersAdvised Assets.

Sub-Advisory Services. Subject to the Investment Guidelines and such written instructions and supervision as the Adviser may from time to time furnish, the Sub-Adviser will provide an investment program for the Segment, including investment research and management with respect to securities and investments, including cash and cash equivalents in the Segment, and will determine from time to time what securities and other investments will be purchased, retained or sold by and within the Segment. The Sub-Adviser will implement such determinations through the placement, on behalf of the Segment, of orders for the execution of portfolio transactions through such brokers or dealers as it may select. It is understood that for these purposes the Sub-Advisor shall have full discretionary authority not be responsible or liable for portfolio investment decisions the selection of the Investment Guidelines for a the Segment, for the management of any assets of the Fund (not included in the Segment, or each portion for the operation or administration of a the Fund’s assets allocated to , and that the Sub-Adviser by may rely upon the Adviser), including determining, from time to time, what securities (representations and other financial instruments) shall be purchased for the Fund, what securities (and other financial instruments) shall be held or sold by the Fund, and what portion warranties of the Fund’s Advisor and the Trust set forth herein throughout the duration of this Agreement. In particular, since all assets shall be held uninvested in cash, subject always to the provisions of the Trust’s Agreement and Declaration of Trust, By-Laws and each Fund’s prospectus and statement of additional information as set forth Fund may not be in the Trust’s registration statement on Form N-1A (the “Registration Statement”) under the 1940 ActSegment, and under the Securities Act of 1933, as amended (the “1933 Act”), covering Fund shares, as filed with the U.S. Securities and Exchange Commission (the “SEC”), and to the investment objectives, policies and restrictions of each Fund, as shall be from time to time in effect, and such other limitations, policies and procedures as the Board or the Adviser may reasonably impose from time to time and provide in writing to the Sub-Adviser (shall not be responsible for the “Investment Policies”). No reference in this Agreement to the Sub-Adviser having full discretionary authority over each Fund’s portfolio investment decisions shall in any way limit the right overall diversification of the Board or the Adviser to establish or revise policies in connection with the management of a Fund’s assets or to otherwise exercise its right to control the overall management of the Trust and each Fund. The scope of the Sub-Adviser’s authority for trading portfolio securities (and other financial instruments) for a Fund, including selecting broker-dealers to execute purchase and sale transactions (“trading authority”), shall initially be as set forth on Schedule A hereto (which may differ by Fund). The Adviser may revise the scope of the Sub-Adviser’s trading authority upon the provision of at least 30 days’ written notice to the Sub-Adviser. Absent the Sub-Adviser’s provision of written notice declining such change, such a change shall be effective as of the later of the end of such 30-day period or the date set forth in such notice. If Schedule A indicates “partially discretionary” trading authority, initially, the Adviser shall retain discretionary trading authority for a mutually agreed subset of the Fund’s portfolio investments (the “Subset”), Fund and the Sub-Adviser shall have no duty, responsibility or liability to the Advisor or the Trust for assets that are not in the Segment. Notwithstanding the Investment Guidelines and Restrictions as agreed to by the parties, this Agreement shall not be responsible for providing nondeemed to have been breached as a result of changes in the price or value attributable to any assets of the Segment brought about solely through market movements. No warranty or undertaking is given by the Sub-discretionary trading recommendations Adviser as to the performance or profitability of the Segment or that the primary investment objectives shall be successfully achieved. The Adviser will instruct the Trust’s Custodian to forward promptly to the Adviser proxy and other materials relating to the exercise of such shareholder rights and the Adviser will determine from time to time the manner in which voting rights, rights to consent to corporate action and other rights pertaining to the Fund’s investments should be exercised. The Sub-Adviser shall assume no responsibility with respect to any class action proceeding or other legal action concerning securities relating to the Subset (in accordance with Segment. This shall be the applicable terms responsibility of the “nonAdviser and/or the Trust. The Sub-discretionary” trading authority paragraph below)Adviser will, however, provide reasonable assistance and relevant information relating to the Segment as shall be reasonably requested by the Adviser in relation to such class actions. In additionThe Sub-Adviser is authorised to rely on, may act on and treat as fully authorised by the Adviser, any instruction or communication which purports to have been given (and which is accepted by the Adviser in good faith as having been given) by or on behalf of the persons notified by the Adviser from time to time to the Sub-Adviser as being authorised to instruct it in respect of the Segment by whatever means transmitted and whether or not in writing and, unless the Sub-Adviser shall have full discretionary trading received written notice to the contrary, whether or not the authority for the remaining portion of such person shall have been terminated. A list of the Fund’s portfolio (in accordance with authorised persons shall be provided by the applicable terms of the “discretionary” trading authority paragraph below)Adviser. If Schedule A indicates “fully discretionary” trading authority, initially, Until the Sub-Adviser shall exercise full trading authority for a Fund with respect to purchases, sales or other transactions, as well as with respect to all other such things necessary or incidental has received from the Adviser an updated list showing any changes to the furtherance or conduct list of such purchases, sales or other transactions. If Schedule A indicates “non-discretionary” trading authority, initiallyauthorised signatories, the Sub-Adviser shall be responsible for promptly informing entitled to rely and act upon written instructions or communications from any authorized persons on the Adviser (or another investment sub-advisory firm designated by the Adviser (hereinmost recent list, a “Trading Adviser”)) of portfolio investment decisions for a Fund in writing pursuant to mutually agreed notification protocols. In turn, the parties understand and acknowledge that the Adviser or the Trading Adviser, as the case may be, will fully rely on such notifications to effect the security (and other financial instrument) trading execution for each Fund’s portfolio investments. Additionally, the Adviser and the Trading Adviser, as the case may be, has full discretionary authority to select broker-dealers to effect the trading execution for a Fund’s portfolio investments. In the event the Adviser or the Trading Adviser desire clarification on a particular Sub-Adviser notification, the Adviser or the Trading Adviser, as the case may be, will seek guidance from unless the Sub-Adviser prior to executing any transaction in questionknows that such orders have not appropriately been issued by the Adviser. In any case (e.g., non-discretionary, partial discretion, or full discretion), the Adviser may retain such discretionary authority as it deems appropriate for effecting in-kind and other transactions of Fund portfolio investments vis-à-vis “creation units.” Regardless of the scope of the Sub-Adviser’s trading authorityfulfilling its responsibilities hereunder, the Sub-Adviser acknowledges agrees that the Board retains ultimate authority over each Fund and may take any and all actions necessary and reasonable to protect the interests of Fund shareholders.it will:

Sub-Advisory Services. (a) Subject always to the supervision of the Trust’s Board of Trustees (“Board”) and the Adviser, the Sub-Adviser shall, to the extent applicable and subject to the supervision and oversight of the Adviser, manage the investment and reinvestment of such portion of the assets of the Fund and perform such other obligations, as the Adviser may from time to time allocate to the Sub-Adviser, and the Sub-Adviser agrees to undertake, the obligations described in Schedule B attached hereto, which is incorporated herein by reference, for the sub-advised assets (the “Sub-Advised Assets”) described in Schedule A attached hereto, which is incorporated herein by reference. The Sub-Adviser shall have full discretionary authority for portfolio investment decisions for a Fund (or each portion of a Fund’s assets allocated to manage the Sub-Adviser by Advised Assets and perform such other obligations in conformity with (i) the Adviser)investment objective, including determining, from time to time, what securities (policies and other financial instruments) shall be purchased for the Fund, what securities (and other financial instruments) shall be held or sold by the Fund, and what portion restrictions of the Fund’s assets shall be held uninvested Funds set forth in cash, subject always to the provisions of the Trust’s Agreement and Declaration of Trust, By-Laws and each Fund’s prospectus and statement of additional information relating to the Fund, as set forth in they may be amended from time to time, any additional policies or guidelines, including without limitation compliance policies and procedures, established by the Adviser, the Trust’s registration statement on Form N-1A (the “Registration Statement”) under the 1940 ActChief Compliance Officer, and under the Securities Act of 1933, as amended (the “1933 Act”), covering Fund shares, as filed with the U.S. Securities and Exchange Commission (the “SEC”), and to the investment objectives, policies and restrictions of each Fund, as shall be from time to time in effect, and such other limitations, policies and procedures as or by the Board or the Adviser may reasonably impose from time to time and provide that have been furnished in writing to the Sub-Adviser, (ii) the written instructions and directions received from the Adviser and the Trust as delivered; (iii) any applicable fiduciary duties it may have to each Fund and (iv) the “Investment Policies”). No reference in this Agreement to the Sub-Adviser having full discretionary authority over each Fund’s portfolio investment decisions shall in any way limit the right requirements of the Board or 1940 Act, the Adviser Advisers Act and all other federal and state laws applicable to establish or revise policies in connection with the management of a Fund’s assets or to otherwise exercise its right to control the overall management of the Trust registered investment companies and each Fund. The scope of the Sub-Adviser’s authority for trading portfolio securities (and other financial instruments) for a Fundduties under this Agreement, including selecting broker-dealers all as may be in effect from time to execute purchase and sale transactions (“trading authority”), shall initially be as set forth on Schedule A hereto (which may differ by Fund)time. The Adviser may revise foregoing is referred to below together as the scope “Policies.” For purposes of compliance with the Policies, the Sub-Adviser’s trading authority upon the provision of at least 30 days’ written notice Adviser shall be entitled to treat the Sub-Adviser. Absent Advised Assets as though the Sub-Adviser’s provision of written notice declining such change, such a change shall be effective as of the later of the end of such 30-day period or the date set forth in such notice. If Schedule A indicates “partially discretionary” trading authority, initially, the Adviser shall retain discretionary trading authority for a mutually agreed subset of the Advised Assets constituted an entire Fund’s portfolio investments (the “Subset”), and the Sub-Adviser shall not be responsible in any way for providing nonthe compliance of any assets of a Fund, other than the Sub-discretionary trading recommendations Advised Assets, with the Policies. Subject to the foregoing, the Sub- Adviser is authorized, in its discretion and without prior consultation with respect the Adviser, to buy, sell, lend and otherwise trade in any stocks, bonds and other securities and investment instruments on behalf of the Funds, without regard to the Subset (in accordance with length of time the applicable terms securities have been held and the resulting rate of portfolio turnover or any tax considerations; and the majority or the whole of the “nonSub-discretionary” trading authority paragraph below). In additionAdvised Assets may be invested in such proportions of stocks, bonds, other securities or investment instruments, or cash, as the Sub-Adviser shall have full discretionary trading authority for determine. Notwithstanding the remaining portion foregoing provisions of the Fund’s portfolio this Section 2(a), however, (in accordance with the applicable terms of the “discretionary” trading authority paragraph below). If Schedule A indicates “fully discretionary” trading authority, initially, i) the Sub-Adviser shall, upon and in accordance with written instructions from the Adviser, effect such portfolio transactions for the Sub-Advised Assets as the Adviser shall exercise full trading authority determine are necessary in order for a Fund to comply with respect the Policies, and (ii) upon notice to purchases, sales or other transactions, as well as with respect to all other such things necessary or incidental to the furtherance or conduct of such purchases, sales or other transactions. If Schedule A indicates “non-discretionary” trading authority, initially, the Sub-Adviser shall be responsible for promptly informing the Adviser (or another investment sub-advisory firm designated by the Adviser (herein, a “Trading Adviser”)) of portfolio investment decisions for a Fund in writing pursuant to mutually agreed notification protocols. In turn, the parties understand and acknowledge that the Adviser or the Trading Adviser, as the case may be, will fully rely on such notifications to effect the security (and other financial instrument) trading execution for each Fund’s portfolio investments. Additionally, the Adviser and the Trading Adviser, as the case may be, has full discretionary authority to select broker-dealers to effect the trading execution for a Fund’s portfolio investments. In the event the Adviser or the Trading Adviser desire clarification on a particular Sub-Adviser notification, the Adviser or the Trading Adviser, as the case may be, will seek guidance from the Sub-Adviser prior to executing any transaction in question. In any case (e.g., non-discretionary, partial discretion, or full discretion), the Adviser may retain such discretionary authority as it deems appropriate for effecting effect in-kind and other transactions redemptions with shareholders of a Fund portfolio investments vis-à-vis “creation units.” Regardless of the scope of with securities included within the Sub-Adviser’s trading authority, the Sub-Adviser acknowledges that the Board retains ultimate authority over each Fund and may take any and all actions necessary and reasonable to protect the interests of Fund shareholdersAdvised Assets.

Sub-Advisory Services. The Sub-Adviser shall have full discretionary authority for portfolio investment decisions for a Fund (or each portion of a Fund’s assets allocated to the Sub-Adviser by the Adviser), including determiningdetermine, from time to time, what securities (and other financial instruments) shall be purchased for the FundFunds, what securities (and other financial instruments) shall be held or sold by the Fund, Funds and what portion of the Fund’s Funds’ assets shall be held uninvested in cash, subject always to the provisions of the Trust’s Agreement and Declaration of Trust, By-Laws and each Fund’s prospectus and statement of additional information as set forth in the Trust’s registration statement on Form N-1A (the “Registration Statement”) under the 1940 Act, and under the Securities Act of 1933, as amended (the “1933 Act”), covering Fund shares, as filed with the U.S. Securities and Exchange Commission (the “SEC”), and to the investment objectives, policies and restrictions of each Fund, as shall be from time to time in effect, and such other limitations, policies and procedures as the Board or the Adviser may reasonably impose from time to time and provide in writing to the Sub-Adviser (the “Investment Policies”). To carry out such obligations, the Sub-Adviser shall exercise full discretion and act for the Funds in the same manner and with the same force and effect as the Funds themselves might or could do with respect to purchases, sales or other transactions, as well as with respect to all other such things necessary or incidental to the furtherance or conduct of such purchases, sales or other transactions. No reference in this Agreement to the Sub-Adviser having full discretionary authority over each Fund’s portfolio investment decisions investments shall in any way limit the right of the Board or the Adviser to establish or revise policies in connection with the management of a Fund’s assets or to otherwise exercise its right to control the overall management of the Trust and each Fund. The scope of the Sub-Adviser’s authority for trading portfolio securities (and other financial instruments) for a Fund, including selecting broker-dealers to execute purchase and sale transactions (“trading authority”), shall initially be as set forth on Schedule A hereto (which may differ by Fund). The Adviser may revise the scope of the Sub-Adviser’s trading authority upon the provision of at least 30 days’ written notice to the Sub-Adviser. Absent the Sub-Adviser’s provision of written notice declining such change, such a change shall be effective as of the later of the end of such 30-day period or the date set forth in such notice. If Schedule A indicates “partially discretionary” trading authority, initially, the Adviser shall retain discretionary trading authority for a mutually agreed subset of the Fund’s portfolio investments (the “Subset”), and the Sub-Adviser shall be responsible for providing non-discretionary trading recommendations to the Adviser with respect to the Subset (in accordance with the applicable terms of the “non-discretionary” trading authority paragraph below). In addition, the Sub-Adviser shall have full discretionary trading authority for the remaining portion of the Fund’s portfolio (in accordance with the applicable terms of the “discretionary” trading authority paragraph below). If Schedule A indicates “fully discretionary” trading authority, initially, the Sub-Adviser shall exercise full trading authority for a Fund with respect to purchases, sales or other transactions, as well as with respect to all other such things necessary or incidental to the furtherance or conduct of such purchases, sales or other transactions. If Schedule A indicates “non-discretionary” trading authority, initially, the Sub-Adviser shall be responsible for promptly informing the Adviser (or another investment sub-advisory firm designated by the Adviser (herein, a “Trading Adviser”)) of portfolio investment decisions for a Fund in writing pursuant to mutually agreed notification protocols. In turn, the parties understand and acknowledge that the Adviser or the Trading Adviser, as the case may be, will fully rely on such notifications to effect the security (and other financial instrument) trading execution for each Fund’s portfolio investments. Additionally, the Adviser and the Trading Adviser, as the case may be, has full discretionary authority to select broker-dealers to effect the trading execution for a Fund’s portfolio investments. In the event the Adviser or the Trading Adviser desire clarification on a particular Sub-Adviser notification, the Adviser or the Trading Adviser, as the case may be, will seek guidance from the Sub-Adviser prior to executing any transaction in question. In any case (e.g., non-discretionary, partial discretion, or full discretion), the Adviser may retain such discretionary authority as it deems appropriate for effecting in-kind and other transactions of Fund portfolio investments vis-à-vis “creation units.” Regardless of the scope of the Sub-Adviser’s trading authority, the Sub-Adviser acknowledges that the Board retains ultimate authority over each Fund and may take any and all actions necessary and reasonable to protect the interests of Fund shareholders.

Sub-Advisory Services. The Sub-Adviser shall have full discretionary authority for portfolio investment decisions for a Fund (or each portion of a Fund’s assets allocated to the Sub-Adviser by the Adviser), including determiningdetermine, from time to time, what securities (and other financial instruments) shall be purchased for the FundFunds, what securities (and other financial instruments) shall be held or sold by the Fund, Funds and what portion of the Fund’s Funds’ assets shall be held uninvested in cash, subject always to the provisions of the Trust’s Agreement and Declaration of Trust, By-Laws and each Fund’s prospectus and statement of additional information as set forth in the Trust’s registration statement on Form N-1A N‑1A (the “Registration Statement”) under the 1940 Act, and under the Securities Act of 1933, as amended (the “1933 Act”), covering Fund shares, as filed with the U.S. Securities and Exchange Commission (the “SEC”), and to the investment objectives, policies and restrictions of each Fund, as shall be from time to time in effect, effect and such other limitations, policies and procedures as the Board or the Adviser may reasonably impose from time to time and provide in writing to the Sub-Adviser Sub‑Adviser (the “Investment Policies”). To carry out such obligations, the Sub-Adviser shall exercise full discretion and act for the Funds in the same manner and with the same force and effect as the Funds themselves might or could do with respect to purchases, sales or other transactions, as well as with respect to all other such things necessary or incidental to the furtherance or conduct of such purchases, sales or other transactions. No reference in this Agreement to the Sub-Adviser having full discretionary authority over each Fund’s portfolio investment decisions investments shall in any way limit the right of the Board or the Adviser to establish or revise policies in connection with the management of a Fund’s assets or to otherwise exercise its right to control the overall management of the Trust and each Fund. The scope of the Sub-Adviser’s authority for trading portfolio securities (and other financial instruments) for a Fund, including selecting broker-dealers to execute purchase and sale transactions (“trading authority”), shall initially be as set forth on Schedule A hereto (which may differ by Fund). The Adviser may revise the scope of the Sub-Adviser’s trading authority upon the provision of at least 30 days’ written notice to the Sub-Adviser. Absent the Sub-Adviser’s provision of written notice declining such change, such a change shall be effective as of the later of the end of such 30-day period or the date set forth in such notice. If Schedule A indicates “partially discretionary” trading authority, initially, the Adviser shall retain discretionary trading authority for a mutually agreed subset of the Fund’s portfolio investments (the “Subset”), and the Sub-Adviser shall be responsible for providing non-discretionary trading recommendations to the Adviser with respect to the Subset (in accordance with the applicable terms of the “non-discretionary” trading authority paragraph below). In addition, the Sub-Adviser shall have full discretionary trading authority for the remaining portion of the Fund’s portfolio (in accordance with the applicable terms of the “discretionary” trading authority paragraph below). If Schedule A indicates “fully discretionary” trading authority, initially, the Sub-Adviser shall exercise full trading authority for a Fund with respect to purchases, sales or other transactions, as well as with respect to all other such things necessary or incidental to the furtherance or conduct of such purchases, sales or other transactions. If Schedule A indicates “non-discretionary” trading authority, initially, the Sub-Adviser shall be responsible for promptly informing the Adviser (or another investment sub-advisory firm designated by the Adviser (herein, a “Trading Adviser”)) of portfolio investment decisions for a Fund in writing pursuant to mutually agreed notification protocols. In turn, the parties understand and acknowledge that the Adviser or the Trading Adviser, as the case may be, will fully rely on such notifications to effect the security (and other financial instrument) trading execution for each Fund’s portfolio investments. Additionally, the Adviser and the Trading Adviser, as the case may be, has full discretionary authority to select broker-dealers to effect the trading execution for a Fund’s portfolio investments. In the event the Adviser or the Trading Adviser desire clarification on a particular Sub-Adviser notification, the Adviser or the Trading Adviser, as the case may be, will seek guidance from the Sub-Adviser prior to executing any transaction in question. In any case (e.g., non-discretionary, partial discretion, or full discretion), the Adviser may retain such discretionary authority as it deems appropriate for effecting in-kind and other transactions of Fund portfolio investments vis-à-vis “creation units.” Regardless of the scope of the Sub-Adviser’s trading authority, the Sub-Adviser acknowledges that the Board retains ultimate authority over each Fund and may take any and all actions necessary and reasonable to protect the interests of Fund shareholders. Notwithstanding the foregoing provisions of Section 2, however, (i) the Sub-Adviser shall, upon and in accordance with written instructions from the Adviser, effect such portfolio transactions for the Funds to comply with the Investment Policies, and (ii) upon notice to the Sub-Adviser, the Adviser may effect in-kind redemptions with shareholders of one or more Funds with the relevant Fund’s holdings.

Sub-Advisory Services. The Sub-Adviser shall have full discretionary authority for portfolio investment decisions for a Fund (or each portion of a Fund’s assets allocated to the Sub-Adviser by the Adviser), including determiningdetermine, from time to time, what securities (and other financial instruments) shall be purchased for the FundFunds, what securities (and other financial instruments) shall be held or sold by the Fund, Funds and what portion of the Fund’s Funds’ assets shall be held uninvested in cash, subject always to the provisions of the Trust’s Agreement and Declaration of Trust, By-Laws and each Fund’s prospectus and statement of additional information as set forth in the Trust’s registration statement on Form N-1A (the “Registration Statement”) under the 1940 Act, and under the Securities Act of 1933, as amended (the “1933 Act”), covering Fund shares, as filed with the U.S. Securities and Exchange Commission (the “SEC”), and to the investment objectives, policies and restrictions of each Fund, as shall be from time to time in effect, effect and such other limitations, policies and procedures as the Board or the Adviser may reasonably impose from time to time and provide in writing to the Sub-Adviser (the “Investment Policies”). To carry out such obligations, the Sub-Adviser shall have the authority to exercise full discretion and act for the Funds in the same manner and with the same force and effect as the Funds themselves might or could do with respect to purchases, sales or other transactions, as well as with respect to all other such things necessary or incidental to the furtherance or conduct of such purchases, sales or other transactions. No reference in this Agreement to the Sub-Adviser having full discretionary authority over each Fund’s portfolio investment decisions investments shall in any way limit the right of the Board or the Adviser to establish or revise policies in connection with the management of a Fund’s assets or to otherwise exercise its right to control the overall management of the Trust and each Fund. The scope of the Sub-Adviser’s authority for trading portfolio securities (and other financial instruments) for a FundIn addition, including selecting broker-dealers to execute purchase and sale transactions (“trading authority”), shall initially be as set forth on Schedule A hereto (which may differ by Fund). The Adviser may revise the scope of the Sub-Adviser’s trading authority upon the provision of at least 30 days’ written notice to the Sub-Adviser. Absent the Sub-Adviser’s provision of written notice declining such change, such a change shall be effective as of the later of the end of such 30-day period or the date set forth in such notice. If Schedule A indicates “partially discretionary” trading authority, initially, the Adviser shall retain discretionary trading authority for a mutually agreed subset of the Fund’s portfolio investments (the “Subset”), and extent the Sub-Adviser shall has determined that particular securities or financial instruments should be responsible purchased or sold for providing non-discretionary trading recommendations to the Adviser with respect to the Subset (in accordance with the applicable terms account of the “non-discretionary” trading authority paragraph below). In additiona particular Fund, the Sub-Adviser shall have full discretionary trading authority for the remaining portion of the Fund’s portfolio (in accordance with the applicable terms of the “discretionary” trading authority paragraph below). If Schedule A indicates “fully discretionary” trading authorityeither place such trade itself, initially, the Sub-Adviser shall exercise full trading authority for a Fund with respect to purchases, sales or other transactions, as well as with respect to all other such things necessary or incidental to the furtherance or conduct of such purchases, sales or other transactions. If Schedule A indicates “non-discretionary” trading authority, initially, the Sub-Adviser shall be responsible for promptly informing notify the Adviser (or another investment sub-advisory firm designated by the Adviser (herein, a “Trading Adviser”)) of portfolio investment decisions its recommendation make such purchase or sale. The Sub-Adviser shall be responsible for a promptly informing the Adviser or, if applicable, the Trading Adviser, of each such recommendation for each Fund in writing pursuant to mutually agreed notification protocols. In turn, the parties understand and acknowledge that the Adviser or the Trading Adviser, as the case may be, will fully rely on such notifications to effect recommendations for the security (and other financial instrument) trading execution purchases, holdings, and sales for each Fund’s portfolio investmentsinvestment portfolio; and to that extent, the Trading Adviser’s authority with respect to the Funds is non-discretionary. AdditionallyHowever, each of the Adviser and the Trading Adviser, as the case may be, has full discretionary authority sole discretion to select broker-dealers brokerage firms to effect the trading execution for a Fund’s portfolio investmentsrecommended security (and other financial instrument) purchases and sales. In the event the Adviser or the Trading Adviser desire clarification on a particular Sub-Adviser notificationrecommendation, the Adviser or the Trading Adviser, as the case may be, will seek guidance from the Sub-Adviser prior to executing any effecting the transaction in question. In any case (e.g., non-discretionary, partial discretion, or full discretion), the Adviser may retain such discretionary authority as it deems appropriate for effecting in-kind and other transactions of Fund portfolio investments vis-à-vis “creation units.” Regardless of the scope of the Sub-Adviser’s trading authority, the The Sub-Adviser acknowledges that the Board retains ultimate authority over each Fund and may take any and all actions necessary and reasonable to protect the interests of Fund shareholders. Nothing in this Agreement shall in any way limit the right of the Board or the Adviser to establish or revise policies in connection with the management of a Fund’s assets or to otherwise exercise its right to control the overall management of the Trust and each Fund.

Sub-Advisory Services. a. The Sub-Adviser shall have full discretionary authority for portfolio investment decisions for a Fund (or each portion of a Fund’s assets allocated shall, subject to the Sub-Adviser supervision of the Manager and of any administrator appointed by the AdviserManager (the “Administrator”), including determining, from time to time, what securities (allocate the assets of the Funds among available underlying funds and other financial instruments) shall be purchased for segments of the Fund, what securities (and other financial instruments) shall be held or sold Funds as selected by the Fund, Manager and what portion of the Fund’s assets shall be held uninvested in cash, subject always to the provisions of the Trust’s Agreement and Declaration of Trust, By-Laws and each Fund’s prospectus and statement of additional information as set forth in the Trust’s registration statement prospectuses relating to the Funds. The Sub-Adviser shall perform its standard investment due diligence on Form N-1A (the available underlying funds and segments as well as consult on and make recommendations with respect to any changes to the list of available underlying funds and segments, such changes to be made solely at the discretion of the Manager. The Sub-Adviser shall provide the Manager with a chart, or “Registration Statement”) under glide path,” which sets forth the 1940 ActFunds’ allocations over time, in a format acceptable to the Manager, and under shall provide the Securities Act of 1933Manager with any updates thereto. The Sub-Adviser shall transmit standing trading instructions, which shall provide the Manager, Administrator and any custodian(s), as amended (applicable, with instructions on how to direct flows in and out of the “1933 Act”), covering Fund shares, as filed with the U.S. Securities and Exchange Commission (the “SEC”)Funds on a daily basis, and shall promptly transmit any edits thereto as may be necessary from time to time, to the Manager and any designee that the Manager may select to perform trading or investment execution activities on behalf of the Funds. On a daily basis, the Sub-Adviser shall perform post-trade monitoring to confirm compliance with (1) the investment objectives, policies and restrictions of each Fundthe Funds set forth in the Trust’s prospectuses and statements of additional information relating to the Funds, as shall be from time to time in effect, and such other limitations, (2) any additional policies and procedures as or guidelines established by the Board Manager or by the Adviser may reasonably impose from time to time and provide Trust’s trustees that have been furnished in writing to the Sub-Adviser a reasonable amount of time before the date of implementation thereof by Sub-Advisor and (3) the provisions of the Internal Revenue Code, as amended (the “Investment PoliciesCode”). No reference ) applicable to “regulated investment companies” (as defined in this Agreement to the Sub-Adviser having full discretionary authority over each Fund’s portfolio investment decisions shall in any way limit the right Section 851 of the Board or the Adviser to establish or revise policies in connection with the management of a Fund’s assets or to otherwise exercise its right to control the overall management of the Trust and each Fund. The scope of the Sub-Adviser’s authority for trading portfolio securities (and other financial instruments) for a Fund, including selecting broker-dealers to execute purchase and sale transactions (“trading authority”Code), shall initially be all as set forth on Schedule A hereto from time to time in effect (which may differ by Fund). The Adviser may revise the scope of the Sub-Adviser’s trading authority upon the provision of at least 30 days’ written notice to the Sub-Adviser. Absent the Sub-Adviser’s provision of written notice declining such change, such a change shall be effective as of the later of the end of such 30-day period or the date set forth in such notice. If Schedule A indicates “partially discretionary” trading authority, initiallycollectively, the Adviser shall retain discretionary trading authority for a mutually agreed subset of the Fund’s portfolio investments (the “SubsetPolicies”), and with all applicable provisions of law, including without limitation all applicable provisions of the Investment Company Act of 1940, as amended (the “1940 Act”), in each case solely to the extent that such laws regulate the investment practices of the Funds, and the rules and regulations thereunder, and shall promptly notify the Trust’s Chief Compliance Officer if a violation of the provisions set forth in the preceding sentence has occurred; provided that, each of the Manager and the Trust on behalf of itself and each of the Funds acknowledge and agree that the Sub-Advisor may rely upon a third-party service provider to perform such functions. Notwithstanding anything to the contrary in this Agreement, Sub-Advisor shall have no responsibilities or liability with respect to any violations caused by the underlying funds and/or segments of (i) the investment objectives, policies and restrictions of the Funds set forth in the Trust’s prospectuses and statements of additional information relating to the Funds, (ii) any additional policies or guidelines established by the Manager or by the Trust’s trustees, or (iii) the policies or other applicable law, including without limitation the 1940 Act, other than reporting such violation(s) to the Trust’s Chief Compliance Officer as described above. For greater clarity, the parties agree and acknowledge that the Sub-Adviser shall not be responsible for providing non-discretionary trading recommendations to the Adviser monitoring, and shall have no liability with respect to to, the Subset (in accordance with the applicable terms compliance of the “non-discretionary” trading authority paragraph below). In addition, underlying funds with any restrictions or requirements that may be applicable to such funds at the Sub-Adviser shall have full discretionary trading authority for the remaining portion of the Fund’s portfolio (in accordance with the applicable terms of the “discretionary” trading authority paragraph below). If Schedule A indicates “fully discretionary” trading authority, initially, the Sub-Adviser shall exercise full trading authority for a Fund with respect to purchases, sales or other transactions, as well as with respect to all other such things necessary or incidental to the furtherance or conduct of such purchases, sales or other transactions. If Schedule A indicates “non-discretionary” trading authority, initially, the Sub-Adviser shall be responsible for promptly informing the Adviser (or another investment sub-advisory firm designated by the Adviser (herein, a “Trading Adviser”)) of portfolio investment decisions for a Fund in writing pursuant to mutually agreed notification protocols. In turn, the parties understand and acknowledge that the Adviser or the Trading Adviser, as the case may be, will fully rely on such notifications to effect the security (and other financial instrument) trading execution for each Fund’s portfolio investments. Additionally, the Adviser and the Trading Adviser, as the case may be, has full discretionary authority to select broker-dealers to effect the trading execution for a Fund’s portfolio investments. In the event the Adviser or the Trading Adviser desire clarification on a particular Sub-Adviser notification, the Adviser or the Trading Adviser, as the case may be, will seek guidance from the Sub-Adviser prior to executing any transaction in question. In any case (e.g., non-discretionary, partial discretion, or full discretion), the Adviser may retain such discretionary authority as it deems appropriate for effecting in-kind and other transactions of Fund portfolio investments vis-à-vis “creation unitsfund level.” Regardless of the scope of the Sub-Adviser’s trading authority, the Sub-Adviser acknowledges that the Board retains ultimate authority over each Fund and may take any and all actions necessary and reasonable to protect the interests of Fund shareholders.

Sub-Advisory Services. a) The Sub-Adviser shall have full discretionary authority for portfolio investment decisions for a Fund (or each portion of a Fund’s assets allocated Advisor shall, subject to the supervision and oversight of the Advisor, manage the investment and reinvestment of all assets of each of the Funds (“Fund Assets”). The Sub-Adviser by Advisor shall manage the Adviser)Fund Assets in conformity with (i) the investment objective, including determining, from time to time, what securities (policies and other financial instruments) shall be purchased for the Fund, what securities (and other financial instruments) shall be held or sold by the Fund, and what portion restrictions of each of the Fund’s assets shall be held uninvested in cash, subject always to the provisions of the Trust’s Agreement and Declaration of Trust, By-Laws and each Fund’s prospectus and statement of additional information as Funds set forth in the Trust’s registration statement on Form N-1A prospectus and Statement of Additional Information (the “Registration StatementSAI”) under relating to the 1940 Act, and under the Securities Act of 1933Funds, as they may be amended from time to time, any additional policies or guidelines, including without limitation compliance policies and procedures, established by the Advisor, the Trust’s Chief Compliance Officer (the “1933 ActTrust CCO”), covering Fund shares, as filed with or by the U.S. Securities and Exchange Commission Trust’s Board of Trustees (the “SECBoard”), and to the investment objectives, policies and restrictions of each Fund, as shall be from time to time in effect, and such other limitations, policies and procedures as the Board or the Adviser may reasonably impose from time to time and provide ) that have 303052339 v1 been furnished in writing to the Sub-Adviser Advisor; (ii) written instructions or directions delivered by the “Investment Policies”). No reference in this Agreement Advisor or the Trust to the Sub-Adviser having full discretionary authority over each Fund’s portfolio investment decisions shall in any way limit Advisor, as provided more particularly below; (iii) the right requirements of the Board or the Adviser to establish or revise policies in connection with the management Investment Company Act of a Fund’s assets or to otherwise exercise its right to control the overall management of the Trust and each Fund. The scope of the Sub-Adviser’s authority for trading portfolio securities (and other financial instruments) for a Fund, including selecting broker-dealers to execute purchase and sale transactions 1940 (“trading authority1940 Act”), shall initially be as set forth on Schedule A hereto (which may differ by Fund). The Adviser may revise the scope of the Sub-Adviser’s trading authority upon the provision of at least 30 days’ written notice Advisers Act and all other federal and state laws applicable to the Sub-Adviser. Absent the Sub-Adviser’s provision of written notice declining such change, such a change shall be effective as of the later of the end of such 30-day period or the date set forth in such notice. If Schedule A indicates “partially discretionary” trading authority, initially, the Adviser shall retain discretionary trading authority for a mutually agreed subset of the Fund’s portfolio investments (the “Subset”), registered investment companies and the Sub-Adviser shall Advisor’s duties under this Agreement, all as may be responsible for providing non-discretionary trading recommendations in effect from time to time; (iv) that certain order of the SEC dated May 29, 2013 (as may be amended from time to time) granting exemptive relief to the Adviser with Advisor, the Trust and any investment sub-adviser of any of the Funds from certain provisions of the 1940 Act and the rules promulgated thereunder in respect of each Fund’s status as an exchange-traded fund (“Advisor’s Exemptive Relief”); and (v) that certain order of the SEC dated July 8, 2014 (as may be amended from time to time) granting exemptive relief to the Subset (in accordance with Advisor, the applicable terms Trust and any investment sub-adviser of any of the Funds from certain provisions of the 1940 Act and the rules promulgated thereunder in respect of permitting (a) each Fund that operate as “nonfunds of funds” to acquire shares of certain registered open-discretionaryend management investment companies, registered closed-end management investment companies, “business development companies” trading authority paragraph below(as defined by section 2(a)(48) of the 1940 Act), and registered unit investment trusts that are within and outside the same group of investment companies as the acquiring investment companies; and (b) each Fund relying on rule 12d1-2 under the 1940 Act to invest in certain financial instruments that may not be securities within the meaning of section 2(a)(36) of the 1940 Act. In additionThe materials outlined above in sub-clauses (i) through (iv) of this Section 2 are referred to herein below collectively as the “Policies.” Subject to the foregoing, the Sub-Adviser shall have full discretionary trading authority for the remaining portion Advisor is authorized to buy, sell, lend and otherwise trade in any stocks, bonds and other securities and investment instruments and to hold cash on behalf of each of the FundFunds as the Sub-Advisor deems appropriate, in the Sub-Advisor’s portfolio (in accordance sole discretion and without prior consultation with the applicable terms Advisor, in light of the “discretionary” trading authority paragraph belowPolicies. Notwithstanding the foregoing provisions of this Section 2(a). If Schedule A indicates “fully discretionary” trading authority, initiallyhowever, the Sub-Adviser Advisor shall, upon and in accordance with written instructions from the Advisor, effect such portfolio transactions for the Fund Assets as the Advisor shall exercise full trading authority determine are necessary or desirable in order for a Fund to comply with respect to purchases, sales or other transactions, as well as with respect to all other such things necessary or incidental to the furtherance or conduct of such purchases, sales or other transactions. If Schedule A indicates “non-discretionary” trading authority, initially, the Sub-Adviser shall be responsible for promptly informing the Adviser (or another investment sub-advisory firm designated by the Adviser (herein, a “Trading Adviser”)) of portfolio investment decisions for a Fund in writing pursuant to mutually agreed notification protocols. In turn, the parties understand and acknowledge that the Adviser or the Trading Adviser, as the case may be, will fully rely on such notifications to effect the security (and other financial instrument) trading execution for each Fund’s portfolio investments. Additionally, the Adviser and the Trading Adviser, as the case may be, has full discretionary authority to select broker-dealers to effect the trading execution for a Fund’s portfolio investments. In the event the Adviser or the Trading Adviser desire clarification on a particular Sub-Adviser notification, the Adviser or the Trading Adviser, as the case may be, will seek guidance from the Sub-Adviser prior to executing any transaction in question. In any case (e.g., non-discretionary, partial discretion, or full discretion), the Adviser may retain such discretionary authority as it deems appropriate for effecting in-kind and other transactions of Fund portfolio investments vis-à-vis “creation unitsPolicies.” Regardless of the scope of the Sub-Adviser’s trading authority, the Sub-Adviser acknowledges that the Board retains ultimate authority over each Fund and may take any and all actions necessary and reasonable to protect the interests of Fund shareholders.

Sub-Advisory Services. The SubSubject to the terms and conditions of this Agreement, you will provide the Fund investment sub-Adviser shall have full discretionary authority for portfolio investment decisions for a Fund (or each advisory services with respect to that portion of a the Fund’s assets that are allocated to you in accordance with this Agreement, which services shall be consistent with the Sub-Adviser by investment objectives and policies of the Fund as set forth in the Fund’s Prospectus and Statement of Additional Information and any investment guidelines or other instructions received in writing from the Adviser), including determining. The Board of Trustees or the Adviser may, from time to time, make additions to and withdrawals from the assets of the Fund allocated to you with prior written notice to you. You will determine what securities (and other financial instruments) shall be purchased for such portion of the Fund’s assets, what securities (and other financial instruments) shall be held or sold by such portions of the Fund’s assets, and what portion of the Fund’s such assets shall be held uninvested in cashuninvested, subject always to the provisions of the Trust’s Agreement and Declaration of Trust, Trust and the By-Laws and each Fund’s prospectus and statement of additional information as set forth in the Trust’s registration statement on Form N-1A (the “Registration Statement”) under the 1940 Act, and under the Securities Act of 1933, as amended (the “1933 Act”), covering Fund shares, as filed with the U.S. Securities and Exchange Commission (the “SEC”)Laws, and to the investment objectives, policies and restrictions of each the Fund, as each of the same shall be from time to time in effecteffect as set forth in the Fund’s Prospectus and Statement of Additional Information, or any investment guidelines or other instructions received by you in writing from the Adviser, and subject, further, to such policies and instructions as the Board of Trustees may from time to time establish and deliver to you in writing. In accordance with paragraph 5, you shall arrange for the placing of all orders for the purchase and sale of portfolio securities with brokers, dealers or counterparties selected by you for that portion of the Fund’s assets for which you serve as investment subadviser. The Adviser shall provide you with written statements of the Declaration of Trust; the By-Laws; the Fund’s written investment objectives and policies; the Prospectus and Statement of Additional Information and instructions, as in effect from time to time; and you shall have no responsibility for actions taken in reliance on any such documents. In addition, the Adviser shall provide you with reasonable advance notice, to the extent practicable under the circumstances, of any changes to any of the foregoing or any other limitationsdocuments relevant to the services you are required to provide under this Agreement (“Governing Documents”). Whenever practicable, the Adviser shall provide copies of such Governing Documents marked to show any changes from a previous version. Notwithstanding any other provision of this Agreement, you shall not be required to comply with any Governing Documents before you have had a reasonable period of time to review and establish appropriate policies and procedures to address compliance with any such Governing Documents, nor shall you be required to comply with any such Governing Documents that you reasonably believe to be inconsistent with applicable law or your fiduciary duty to the Fund; provided, however, that you promptly provide the Adviser with written notice of your disagreement with such Governing Documents. You will conform your conduct to, and will ensure that your investment management of the portion of the Fund’s assets allocated to you complies with, the applicable provisions of the Investment Company Act and Investment Advisers Act and the rules and regulations thereunder, the requirements for qualification of the Fund as a regulated investment company under Subchapter M of the Board Internal Revenue Code of 1986, as amended (the “Code”), applicable federal and state laws and regulations, and with the provisions of the Fund’s Registration Statement as amended or supplemented under the Securities Act of 1933, as amended, and the Investment Company Act. SANDS CAPITAL MANAGEMENT, LLC HARBOR GLOBAL LEADERS FUND OCTOBER 1, 2019 You shall maintain written compliance policies and procedures that you reasonably believe are reasonably designed to prevent the services you provide hereunder from causing yourself and the Fund to violate applicable federal securities laws. You agree to provide the Trust and the Adviser with such reports and certifications and with such access to your officers and employees that the Trust or Adviser may reasonably impose request for the purpose of assessing the adequacy of your compliance policies and procedures. You agree to notify the Adviser promptly upon your detection of any breach by you of any of the Fund’s policies, guidelines or procedures and of any violation by you of any applicable law or regulation, including the Investment Company Act and Subchapter M of the Code, relating to that portion of the Fund’s assets allocated to you. You also agree to notify us promptly upon detection of any material violations by you of your compliance policies and procedures that relate to the Fund or your activities as a investment subadviser to the Fund generally. You shall keep the Fund’s books and records maintained by you that relate to transactions in the name of the Fund hereunder and shall timely furnish to the Adviser upon request all such records relating to your services hereunder needed by the Adviser to keep the other books and records of the Fund required by Rule 31a-1 under the Investment Company Act. You agree that all records which you maintain for the Fund are the property of the Fund and you shall surrender promptly and without any charge to the Fund any of such records required to be maintained by you, provided that you may maintain copies of any books and records you maintain on behalf of the Fund. The Trust and the Adviser acknowledge and agree that you are not responsible for maintaining the official books and records of the Fund. In the performance of your duties hereunder, you are and shall be an independent contractor and unless otherwise expressly provided herein or otherwise authorized in writing, shall have no authority to act for or represent the Trust or the Fund in any way or otherwise be deemed to be an agent of the Trust or the Fund or of the Adviser. You will make your officers and employees available to meet with the Trustees and the Trust’s or Adviser’s officers at least quarterly or as otherwise agreed on due notice to review the investments and investment program of the portion of the Fund’s assets allocated to you in light of current and prospective economic and market conditions. Your authority hereunder shall include the (i) power to purchase, sell, generally deal in or exchange assets for the Fund; (ii) authority to exercise whatever powers the Fund may possess with respect to any Fund assets, including the power to vote (or refrain from voting), exercise rights, options, warrants, conversion privileges and redemption privileges, and to tender securities pursuant to a tender offer; (iii) authority to enter into, and bind the Fund in respect of, foreign exchange transactions that settle by an actual delivery of the relevant currencies within a settlement period that is the customary timeline in the relevant market for spot foreign exchange transactions (or that is otherwise a bona fide spot foreign exchange transaction for purposes of applicable foreign exchange regulatory requirements) (each, a “Spot FX Transaction”); (iv) authority on behalf of the Fund, as agent and attorney-in-fact, to (A) open account(s) with and to issue to brokers, dealers, introducing brokers and banks, or any affiliate of any of the foregoing, instructions to purchase, sell or otherwise trade in or deal with, any security or other asset of the Fund and at risk of, and in the name of, the Fund; and (B) negotiate and execute agreements, indemnities and representations letters for all purposes you determine are necessary or desirable in connection with the performance of your obligations hereunder; and (v) authority generally to perform any other act deemed necessary or desirable by you to assist you in carrying out your obligations hereunder, including in connection with effecting Spot FX Transactions for the Fund. Notwithstanding SANDS CAPITAL MANAGEMENT, LLC HARBOR GLOBAL LEADERS FUND OCTOBER 1, 2019 the foregoing, the Fund or the Fund custodian, and not you, shall be responsible for assessing and managing any disputes involving the Fund, including making any and all filings in connection with any securities litigation or class action lawsuits involving securities held or that were held in by the Fund. The Board has delegated to you discretionary authority to exercise voting rights with respect to all proxies solicited by or with respect to the issuers of securities and other investments in the portion of the assets of the Fund managed by you. You shall be responsible for the administration of the proxy voting process and exercise these voting rights or refrain from voting in accordance with your then-current proxy voting policy, procedures and/or guidelines, as provided to us from time to time and provide in writing to based on the Sub-Adviser (the “Investment Policies”). No reference in this Agreement to the Sub-Adviser having full discretionary authority over each Fund’s portfolio investment decisions shall in any way limit the right of the Board or the Adviser to establish or revise policies in connection with the management of a Fund’s assets or to otherwise exercise its right to control the overall management of the Trust and each Fund. The scope of the Sub-Adviser’s authority for trading portfolio securities (and other financial instruments) for a Fund, including selecting broker-dealers to execute purchase and sale transactions (“trading authority”), shall initially be as set forth on Schedule A hereto (which may differ by Fund). The Adviser may revise the scope of the Sub-Adviser’s trading authority upon the provision of at least 30 days’ written notice to the Sub-Adviser. Absent the Sub-Adviser’s provision of written notice declining such change, such a change shall be effective as of the later of the end of such 30-day period or the date set forth in such notice. If Schedule A indicates “partially discretionary” trading authority, initially, the Adviser shall retain discretionary trading authority for a mutually agreed subset best interests of the Fund’s portfolio investments shareholders; you shall not be responsible, however, for any missed or erroneous vote that results from any act or omission of a third party (including the “Subset”), and Fund or the Sub-Adviser shall be responsible for providing non-discretionary trading recommendations to the Adviser with respect to the Subset (in accordance with the applicable terms of the “non-discretionary” trading authority paragraph belowFund’s custodian). In addition, You are authorized to instruct the Sub-Adviser shall have full discretionary trading authority Fund’s custodian as necessary in order for you to receive proxies and shareholder communications relating to securities held in the remaining portion of the Fund’s portfolio (in accordance with the applicable terms assets managed by you. You will maintain appropriate records detailing your voting of proxies on behalf of the “discretionary” trading authority paragraph below)Fund and, upon the Adviser’s reasonable request, will provide a report setting forth the names of the issuers, proposals voted on, how the Fund’s shares were voted and your resolution of any conflicts of interest. If Schedule A indicates “fully discretionary” trading authorityNothing in this Agreement shall limit or restrict the right of any of your directors, initially, officers and employees to engage in any other business or to devote his or her time and attention in part to the Sub-Adviser shall exercise full trading authority for a Fund with respect to purchases, sales management or other transactionsaspects of any business, as well as with respect whether of a similar or a dissimilar nature, nor limit or restrict your right to all engage in any other such things necessary business or incidental to render service of any kind to any other corporation, firm, individual or association. For the avoidance of doubt, your obligations under this Agreement shall only apply to the furtherance assets allocated to you as subadviser; you shall have no responsibility for any compliance obligations that require monitoring or conduct attention to any other assets of such purchases, sales the Fund or other transactions. If Schedule A indicates “non-discretionary” trading authority, initially, all of the Sub-Adviser shall be responsible for promptly informing assets of the Adviser (or another investment sub-advisory firm designated by the Adviser (herein, a “Trading Adviser”)) of portfolio investment decisions for a Fund in writing pursuant to mutually agreed notification protocols. In turn, the parties understand and acknowledge that the Adviser or the Trading Adviser, as the case may be, will fully rely on such notifications to effect the security (and other financial instrument) trading execution for each Fund’s portfolio investments. Additionally, the Adviser and the Trading Adviser, as the case may be, has full discretionary authority to select broker-dealers to effect the trading execution for a Fund’s portfolio investments. In the event the Adviser or the Trading Adviser desire clarification on a particular Sub-Adviser notification, the Adviser or the Trading Adviser, as the case may be, will seek guidance from the Sub-Adviser prior to executing any transaction in question. In any case (e.g., non-discretionary, partial discretion, or full discretion), the Adviser may retain such discretionary authority as it deems appropriate for effecting in-kind and other transactions of Fund portfolio investments vis-à-vis “creation units.” Regardless less than all of the scope assets of the Sub-Adviser’s trading authority, the Sub-Adviser acknowledges that the Board retains ultimate authority over each Fund and may take any and all actions necessary and reasonable are allocated to protect the interests of Fund shareholdersyou as subadviser.

Sub-Advisory Services. (a) The Sub-Adviser shall have full discretionary authority for portfolio Advisor shall, subject to the supervision and oversight of the Advisor, manage the investment decisions for a and reinvestment of all assets of the Fund (or each portion of a Fund’s assets allocated to the “Fund Assets”). The Sub-Adviser by Advisor shall manage the Adviser)Fund Assets in conformity with (i) the investment objective, including determining, from time to time, what securities (policies and other financial instruments) shall be purchased for the Fund, what securities (and other financial instruments) shall be held or sold by the Fund, and what portion restrictions of the Fund’s assets shall be held uninvested in cash, subject always to the provisions of the Trust’s Agreement and Declaration of Trust, By-Laws and each Fund’s prospectus and statement of additional information as Fund set forth in the Trust’s registration statement on Form N-1A prospectus and Statement of Additional Information (the “Registration StatementSAI”) under the 1940 Act, and under the Securities Act of 1933, as amended (the “1933 Act”), covering Fund shares, as filed with the U.S. Securities and Exchange Commission (the “SEC”), and relating to the investment objectives, policies and restrictions of each Fund, as shall they may be amended from time to time in effecttime, and such other limitationsany additional policies or guidelines, including without limitation compliance policies and procedures as procedures, established by the Advisor, the Trust’s Chief Compliance Officer, or by the Trust’s Board or the Adviser may reasonably impose from time to time and provide of Trustees (“Board”) that have been furnished in writing to the Sub-Adviser Advisor; (ii) written instructions or directions delivered by the “Investment Policies”). No reference in this Agreement Advisor or the Trust to the Sub-Adviser having full discretionary authority over each Fund’s portfolio investment decisions shall in any way limit Advisor, as provided more particularly below; (iii) the right requirements of the Board or Investment Company Act of 1940 (the Adviser “1940 Act”), the Investment Advisers Act of 1940 (“Advisers Act”) and all other federal and state laws applicable to establish or revise policies registered investment companies and the Sub-Advisor’s duties under this Agreement, all as may be in connection with effect from time to time; and (iv) that certain order of the management of a Fund’s assets or United States Securities and Exchange Commission (“SEC”) dated , 2011 (as may be amended from time to otherwise exercise its right time) granting exemptive relief to control the overall management of Advisor, the Trust and each Fund. The scope any investment sub- advisor of the Sub-Adviser’s authority for trading portfolio securities (and other financial instruments) for a Fund, including selecting broker-dealers to execute purchase and sale transactions (“trading authority”), shall initially be as set forth on Schedule A hereto (which may differ by Fund). The Adviser may revise the scope Fund from certain provisions of the Sub-Adviser’s trading authority upon 1940 Act and the provision of at least 30 days’ written notice to the Sub-Adviser. Absent the Sub-Adviser’s provision of written notice declining such change, such a change shall be effective as of the later of the end of such 30-day period or the date set forth rules promulgated thereunder in such notice. If Schedule A indicates “partially discretionary” trading authority, initially, the Adviser shall retain discretionary trading authority for a mutually agreed subset respect of the Fund’s portfolio investments status as an exchange-traded fund (the “SubsetAdvisor’s Exemptive Relief”), and . The materials outlined above in sub-clauses (i) through (iv) of this Section 2 are referred to herein below collectively as the Sub-Adviser shall be responsible for providing non-discretionary trading recommendations “Policies.” Subject to the Adviser with respect to the Subset (in accordance with the applicable terms of the “non-discretionary” trading authority paragraph below). In additionforegoing, the Sub-Adviser shall have full discretionary trading authority for the remaining portion Advisor is authorized to buy, sell, lend and otherwise trade in any stocks, bonds and other securities and investment instruments and to hold cash on behalf of the FundFund as the Sub-Advisor deems appropriate, in the Sub-Advisor’s portfolio (in accordance sole discretion and without prior consultation with the applicable terms Advisor, in light of the “discretionary” trading authority paragraph belowPolicies. Notwithstanding the foregoing provisions of this Section 2(a). If Schedule A indicates “fully discretionary” trading authority, initiallyhowever, the Sub-Adviser Advisor shall, upon and in accordance with written instructions from the Advisor, effect such portfolio transactions for the Fund Assets as the Advisor shall exercise full trading authority for a Fund with respect to purchases, sales or other transactions, as well as with respect to all other such things determine are necessary or incidental desirable in order for the Fund to comply with the furtherance or conduct of such purchases, sales or other transactions. If Schedule A indicates “non-discretionary” trading authority, initially, the Sub-Adviser shall be responsible for promptly informing the Adviser (or another investment sub-advisory firm designated by the Adviser (herein, a “Trading Adviser”)) of portfolio investment decisions for a Fund in writing pursuant to mutually agreed notification protocols. In turn, the parties understand and acknowledge that the Adviser or the Trading Adviser, as the case may be, will fully rely on such notifications to effect the security (and other financial instrument) trading execution for each Fund’s portfolio investments. Additionally, the Adviser and the Trading Adviser, as the case may be, has full discretionary authority to select broker-dealers to effect the trading execution for a Fund’s portfolio investments. In the event the Adviser or the Trading Adviser desire clarification on a particular Sub-Adviser notification, the Adviser or the Trading Adviser, as the case may be, will seek guidance from the Sub-Adviser prior to executing any transaction in question. In any case (e.g., non-discretionary, partial discretion, or full discretion), the Adviser may retain such discretionary authority as it deems appropriate for effecting in-kind and other transactions of Fund portfolio investments vis-à-vis “creation unitsPolicies.” Regardless of the scope of the Sub-Adviser’s trading authority, the Sub-Adviser acknowledges that the Board retains ultimate authority over each Fund and may take any and all actions necessary and reasonable to protect the interests of Fund shareholders.

Sub-Advisory Services. The Sub-Adviser shall have full discretionary authority for portfolio investment decisions for a Fund (or each portion of a Fund’s assets allocated to the Sub-Adviser by the Adviser), including determiningdetermine, from time to time, what securities (and other financial instruments) shall be purchased for the FundFunds, what securities (and other financial instruments) shall be held or sold by the Fund, Funds and what portion of the Fund’s Funds’ assets shall be held uninvested in cash, subject always to the provisions of the Trust’s Agreement and Declaration of Trust, By-Laws and each Fund’s prospectus and statement of additional information as set forth in the Trust’s registration statement on Form N-1A (the “Registration Statement”) under the 1940 Act, and under the Securities Act of 1933, as amended (the “1933 Act”), covering Fund shares, as filed with the U.S. Securities and Exchange Commission (the “SEC”), and to the investment objectives, policies and restrictions of each Fund, as shall be from time to time in effecteffect and described in such Fund’s Registration Statement, and such other limitations, policies and procedures as the Board or the Adviser may reasonably impose from time to time and provide in writing to the Sub-Adviser (the “Investment Policies”). To carry out such obligations, the Sub-Adviser shall exercise full discretion and act for the Funds in the same manner and with the same force and effect as the Funds themselves might or could do with respect to purchases, sales or other transactions, as well as with respect to all other such things necessary or incidental to the furtherance or conduct of such purchases, sales or other transactions. No reference in this Agreement to the Sub-Adviser having full discretionary authority over each Fund’s portfolio investment decisions investments shall in any way limit the right of the Board or the Adviser to establish or revise policies in connection with the management of a Fund’s assets or to otherwise exercise its right to control the overall management of the Trust and each Fund. The scope of the Sub-Adviser’s authority for trading portfolio securities (and other financial instruments) for a Fund, including selecting broker-dealers to execute purchase and sale transactions (“trading authority”), shall initially be as set forth on Schedule A hereto (which may differ by Fund). The Adviser may revise the scope of the Sub-Adviser’s trading authority upon the provision of at least 30 days’ written notice to the Sub-Adviser. Absent the Sub-Adviser’s provision of written notice declining such change, such a change shall be effective as of the later of the end of such 30-day period or the date set forth in such notice. If Schedule A indicates “partially discretionary” trading authority, initially, the Adviser shall retain discretionary trading authority for a mutually agreed subset of the Fund’s portfolio investments (the “Subset”), and the Sub-Adviser shall be responsible for providing non-discretionary trading recommendations to the Adviser with respect to the Subset (in accordance with the applicable terms of the “non-discretionary” trading authority paragraph below). In addition, the Sub-Adviser shall have full discretionary trading authority for the remaining portion of the Fund’s portfolio (in accordance with the applicable terms of the “discretionary” trading authority paragraph below). If Schedule A indicates “fully discretionary” trading authority, initially, the Sub-Adviser shall exercise full trading authority for a Fund with respect to purchases, sales or other transactions, as well as with respect to all other such things necessary or incidental to the furtherance or conduct of such purchases, sales or other transactions. If Schedule A indicates “non-discretionary” trading authority, initially, the Sub-Adviser shall be responsible for promptly informing the Adviser (or another investment sub-advisory firm designated by the Adviser (herein, a “Trading Adviser”)) of portfolio investment decisions for a Fund in writing pursuant to mutually agreed notification protocols. In turn, the parties understand and acknowledge that the Adviser or the Trading Adviser, as the case may be, will fully rely on such notifications to effect the security (and other financial instrument) trading execution for each Fund’s portfolio investments. Additionally, the Adviser and the Trading Adviser, as the case may be, has full discretionary authority to select broker-dealers to effect the trading execution for a Fund’s portfolio investments. In the event the Adviser or the Trading Adviser desire clarification on a particular Sub-Adviser notification, the Adviser or the Trading Adviser, as the case may be, will seek guidance from the Sub-Adviser prior to executing any transaction in question. In any case (e.g., non-discretionary, partial discretion, or full discretion), the Adviser may retain such discretionary authority as it deems appropriate for effecting in-kind and other transactions of Fund portfolio investments vis-à-vis “creation units.” Regardless of the scope of the Sub-Adviser’s trading authority, the Sub-Adviser acknowledges that the Board retains ultimate authority over each Fund and may take any and all actions necessary and reasonable to protect the interests of Fund shareholders.

Sub-Advisory Services. (a) The Sub-Adviser shall, subject to the supervision and oversight of the Adviser, manage the investment and reinvestment of such portion of the assets of the Fund, as the Adviser may from time to time allocate to the Sub-Adviser for management (the “Sub-Advised Assets”). The Sub-Adviser shall have full discretionary authority for portfolio investment decisions for a Fund (or each portion of a Fund’s assets allocated to manage the Sub-Adviser by Advised Assets in conformity with (i) the Adviser)investment objective, including determining, from time to time, what securities (policies and other financial instruments) shall be purchased for the Fund, what securities (and other financial instruments) shall be held or sold by the Fund, and what portion restrictions of the Fund’s assets shall be held uninvested each Fund set forth in cash, subject always to the provisions of the Trust’s Agreement and Declaration of Trust, By-Laws and each Fund’s prospectus and statement of additional information relating to the Fund, as set forth in they may be amended from time to time, any additional policies or guidelines, including without limitation compliance policies and procedures, established by the Adviser, the Trust’s registration statement on Form N-1A Chief Compliance Officer, or by the Trust’s Board of Trustees (the “Registration StatementBoard”) under the 1940 Act, and under the Securities Act of 1933, as amended (the “1933 Act”), covering Fund shares, as filed with the U.S. Securities and Exchange Commission (the “SEC”), and to the investment objectives, policies and restrictions of each Fund, as shall be from time to time in effect, and such other limitations, policies and procedures as the Board or the Adviser may reasonably impose from time to time and provide that have been furnished in writing to the Sub-Adviser, (ii) the written instructions and directions received from the Adviser and the Trust as delivered; and (iii) the requirements of the Investment Company Act of 1940 (the “Investment Policies1940 Act”). No reference in this Agreement , the Investment Advisers Act of 1940 (“Advisers Act”), and all other federal and state laws applicable to the Sub-Adviser having full discretionary authority over each Fund’s portfolio registered investment decisions shall in any way limit the right of the Board or the Adviser to establish or revise policies in connection with the management of a Fund’s assets or to otherwise exercise its right to control the overall management of the Trust companies and each Fund. The scope of the Sub-Adviser’s authority for trading portfolio securities (and other financial instruments) for a Fundduties under this Agreement, including selecting broker-dealers all as may be in effect from time to execute purchase and sale transactions (“trading authority”), shall initially be as set forth on Schedule A hereto (which may differ by Fund)time. The Adviser may revise foregoing are referred to below together as the scope “Policies.” For purposes of compliance with the Policies, the Sub-Adviser’s trading authority upon the provision of at least 30 days’ written notice Adviser shall be entitled to treat the Sub-Adviser. Absent Advised Assets as though the Sub-Adviser’s provision of written notice declining such change, such a change shall be effective as of Advised Assets constituted the later of the end of such 30-day period or the date set forth in such notice. If Schedule A indicates “partially discretionary” trading authority, initially, the Adviser shall retain discretionary trading authority for a mutually agreed subset of the entire Fund’s portfolio investments (the “Subset”), and the Sub-Adviser shall not be responsible in any way for providing nonthe compliance of any assets of the Fund, other than the Sub-discretionary trading recommendations Advised Assets, with the Policies. Subject to the Adviser with respect to the Subset (in accordance with the applicable terms of the “non-discretionary” trading authority paragraph below). In additionforegoing, the Sub-Adviser shall have full discretionary trading authority for is authorized, in its discretion and without prior consultation with the remaining portion Adviser, to buy, sell, lend and otherwise trade in any stocks, bonds and other securities and investment instruments on behalf of the Fund’s , without regard to the length of time the securities have been held and the resulting rate of portfolio (in accordance with turnover or any tax considerations; and the applicable terms majority or the whole of the “discretionary” trading authority paragraph below). If Schedule A indicates “fully discretionary” trading authoritySub-Advised Assets may be invested in such proportions of stocks, initiallybonds, other securities or investment instruments, or cash, as the Sub-Adviser shall exercise full trading authority for a Fund with respect to purchasesdetermine. Notwithstanding the foregoing provisions of this Section 2(a), sales or other transactionshowever, as well as with respect to all other such things necessary or incidental to the furtherance or conduct of such purchases, sales or other transactions. If Schedule A indicates “non-discretionary” trading authority, initially, (i) the Sub-Adviser shall be responsible for promptly informing shall, upon and in accordance with written instructions from the Adviser (or another investment sub-advisory firm designated by the Adviser (herein, a “Trading Adviser”)) of portfolio investment decisions for a Fund in writing pursuant to mutually agreed notification protocols. In turn, the parties understand and acknowledge that the Adviser or the Trading Adviser, as the case may be, will fully rely on effect such notifications to effect the security (and other financial instrument) trading execution portfolio transactions for each Fund’s portfolio investments. Additionally, the Adviser and the Trading Adviser, as the case may be, has full discretionary authority to select broker-dealers to effect the trading execution for a Fund’s portfolio investments. In the event the Adviser or the Trading Adviser desire clarification on a particular Sub-Adviser notification, the Adviser or the Trading Adviser, as the case may be, will seek guidance from the Sub-Advised Assets as the Adviser prior shall determine are necessary in order for each Fund to executing any transaction in question. In any case comply with the Policies, and (e.g., nonii) upon notice to the Sub-discretionary, partial discretion, or full discretion)Adviser, the Adviser may retain such discretionary authority as it deems appropriate for effecting effect in-kind and other transactions redemptions with shareholders of each Fund portfolio investments vis-à-vis “creation units.” Regardless of the scope of with securities included within the Sub-Adviser’s trading authority, the Sub-Adviser acknowledges that the Board retains ultimate authority over each Fund and may take any and all actions necessary and reasonable to protect the interests of Fund shareholdersAdvised Assets.

Sub-Advisory Services. (a) The Sub-Adviser shall, subject to the supervision and oversight of the Adviser, manage the investment and reinvestment of such portion of the assets of the Funds, as the Adviser may from time to time allocate to the Sub-Adviser for management (the “Sub-Advised Assets”). The Sub-Adviser shall have full discretionary authority for portfolio investment decisions for a Fund (or each portion of a Fund’s assets allocated to manage the Sub-Adviser by Advised Assets in conformity with (i) the Adviser)investment objective, including determining, from time to time, what securities (policies and other financial instruments) shall be purchased for the Fund, what securities (and other financial instruments) shall be held or sold by the Fund, and what portion restrictions of the Fund’s assets shall be held uninvested Funds set forth in cash, subject always to the provisions of the Trust’s Agreement and Declaration of Trust, By-Laws and each Fund’s prospectus and statement of additional information relating to the Fund, as set forth in they may be amended from time to time, any additional policies or guidelines, including without limitation compliance policies and procedures, established by the Adviser, the Trust’s registration statement on Form N-1A Chief Compliance Officer, or by the Trust’s Board of Trustees (the “Registration StatementBoard”) under the 1940 Act, and under the Securities Act of 1933, as amended (the “1933 Act”), covering Fund shares, as filed with the U.S. Securities and Exchange Commission (the “SEC”), and to the investment objectives, policies and restrictions of each Fund, as shall be from time to time in effect, and such other limitations, policies and procedures as the Board or the Adviser may reasonably impose from time to time and provide that have been furnished in writing to the Sub-Adviser, (ii) the written instructions and directions received from the Adviser and the Trust as delivered; and (iii) the requirements of the Investment Company Act of 1940 (the “Investment Policies1940 Act”). No reference in this Agreement , the Investment Advisers Act of 1940 (“Advisers Act”), and all other federal and state laws applicable to the Sub-Adviser having full discretionary authority over each Fund’s portfolio registered investment decisions shall in any way limit the right of the Board or the Adviser to establish or revise policies in connection with the management of a Fund’s assets or to otherwise exercise its right to control the overall management of the Trust companies and each Fund. The scope of the Sub-Adviser’s authority for trading portfolio securities (and other financial instruments) for a Fundduties under this Agreement, including selecting broker-dealers all as may be in effect from time to execute purchase and sale transactions (“trading authority”), shall initially be as set forth on Schedule A hereto (which may differ by Fund)time. The Adviser may revise foregoing are referred to below together as the scope “Policies.” For purposes of compliance with the Policies, the Sub-Adviser’s trading authority upon the provision of at least 30 days’ written notice Adviser shall be entitled to treat the Sub-Adviser. Absent Advised Assets as though the Sub-Adviser’s provision of written notice declining such change, such a change shall be effective as of Advised Assets constituted the later of the end of such 30-day period or the date set forth in such notice. If Schedule A indicates “partially discretionary” trading authority, initially, the Adviser shall retain discretionary trading authority for a mutually agreed subset of the entire Fund’s portfolio investments (the “Subset”), and the Sub-Adviser shall not be responsible in any way for providing nonthe compliance of any assets of the Fund, other than the Sub-discretionary trading recommendations Advised Assets, with the Policies. Subject to the Adviser with respect to the Subset (in accordance with the applicable terms of the “non-discretionary” trading authority paragraph below). In additionforegoing, the Sub-Adviser shall have full discretionary trading authority for is authorized, in its discretion and without prior consultation with the remaining portion Adviser, to buy, sell, lend and otherwise trade in any stocks, bonds and other securities and investment instruments on behalf of the Fund’s , without regard to the length of time the securities have been held and the resulting rate of portfolio (in accordance with turnover or any tax considerations; and the applicable terms majority or the whole of the “discretionary” trading authority paragraph below). If Schedule A indicates “fully discretionary” trading authoritySub-Advised Assets may be invested in such proportions of stocks, initiallybonds, other securities or investment instruments, or cash, as the Sub-Adviser shall exercise full trading authority for a Fund with respect to purchasesdetermine. Notwithstanding the foregoing provisions of this Section 2(a), sales or other transactionshowever, as well as with respect to all other such things necessary or incidental to the furtherance or conduct of such purchases, sales or other transactions. If Schedule A indicates “non-discretionary” trading authority, initially, (i) the Sub-Adviser shall be responsible for promptly informing shall, upon and in accordance with written instructions from the Adviser (or another investment sub-advisory firm designated by the Adviser (herein, a “Trading Adviser”)) of portfolio investment decisions for a Fund in writing pursuant to mutually agreed notification protocols. In turn, the parties understand and acknowledge that the Adviser or the Trading Adviser, as the case may be, will fully rely on effect such notifications to effect the security (and other financial instrument) trading execution portfolio transactions for each Fund’s portfolio investments. Additionally, the Adviser and the Trading Adviser, as the case may be, has full discretionary authority to select broker-dealers to effect the trading execution for a Fund’s portfolio investments. In the event the Adviser or the Trading Adviser desire clarification on a particular Sub-Adviser notification, the Adviser or the Trading Adviser, as the case may be, will seek guidance from the Sub-Advised Assets as the Adviser prior shall determine are necessary in order for the Fund to executing any transaction in question. In any case comply with the Policies, and (e.g., nonii) upon notice to the Sub-discretionary, partial discretion, or full discretion)Adviser, the Adviser may retain such discretionary authority as it deems appropriate for effecting effect in-kind and other transactions of Fund portfolio investments vis-à-vis “creation units.” Regardless redemptions with shareholders of the scope of Fund with securities included within the Sub-Adviser’s trading authority, the Sub-Adviser acknowledges that the Board retains ultimate authority over each Fund and may take any and all actions necessary and reasonable to protect the interests of Fund shareholdersSub- Advised Assets.

Sub-Advisory Services. The Sub-Adviser shall have full discretionary authority for portfolio investment decisions for a Fund (or each portion of a Fund’s assets allocated to the Sub-Adviser by the Adviser), including determining, from time to time, what securities (and other financial instruments) shall be purchased for the Fund, what securities (and other financial instruments) shall be held or sold by the Fund, and what portion of the Fund’s assets shall be held uninvested in cash, subject always to the provisions of the Trust’s Agreement and Declaration of Trust, By-Laws and each Fund’s prospectus and statement of additional information as set forth in the Trust’s registration statement on Form N-1A (the “Registration Statement”) under the 1940 Act, and under the Securities Act of 1933, as amended (the “1933 Act”), covering Fund shares, as filed with the U.S. Securities and Exchange Commission (the “SEC”), and to the investment objectives, policies and restrictions of each Fund, as shall be from time to time in effect, and such other limitations, policies and procedures as the Board or the Adviser may reasonably impose from time to time and provide in writing to the Sub-Adviser (the “Investment Policies”). No reference in this Agreement to the Sub-Adviser having full discretionary authority over each Fund’s portfolio investment decisions shall in any way limit the right of the Board or the Adviser to establish or revise policies in connection with the management of a Fund’s assets or to otherwise exercise its right to control the overall management of the Trust and each FundFund as contemplated by applicable law. The scope of the Sub-Adviser’s authority for trading portfolio securities (and other financial instruments) for a Fund, including selecting broker-dealers to execute purchase and sale transactions (“trading authority”), shall initially be as set forth on Schedule A hereto (which may differ by Fund). The Adviser may revise the scope of the Sub-Adviser’s trading authority upon the provision of at least 30 days’ written notice to the Sub-Adviser. Absent the Sub-Adviser’s provision of written notice declining such change, such a change shall be effective as of the later of the end of such 30-day period or the date set forth in such notice. If Schedule A indicates “partially discretionary” trading authority, initially, the Adviser shall retain discretionary trading authority for a mutually agreed subset of the Fund’s portfolio investments (the “Subset”), and the Sub-Adviser shall be responsible for providing non-discretionary trading recommendations to the Adviser with respect to the Subset (in accordance with the applicable terms of the “non-discretionary” trading authority paragraph below). In addition, the Sub-Adviser shall have full discretionary trading authority for the remaining portion of the Fund’s portfolio (in accordance with the applicable terms of the “discretionary” trading authority paragraph below). If Schedule A indicates “fully discretionary” trading authority, initially, the Sub-Adviser shall exercise full trading authority for a Fund with respect to purchases, sales or other transactions, as well as with respect to all other such things necessary or incidental to the furtherance or conduct of such purchases, sales or other transactions. If Schedule A indicates “non-discretionary” trading authority, initially, the Sub-Adviser shall be responsible for promptly informing the Adviser (or another investment sub-advisory firm designated by the Adviser (herein, a “Trading Adviser”)) of portfolio investment decisions for a Fund in writing pursuant to mutually agreed notification protocols. In turn, the parties understand and acknowledge that the Adviser or the Trading Adviser, as the case may be, will fully rely on such notifications to effect the security (and other financial instrument) trading execution for each Fund’s portfolio investments. Additionally, the Adviser and the Trading Adviser, as the case may be, has full discretionary authority to select broker-dealers to effect the trading execution for a Fund’s portfolio investments. In the event the Adviser or the Trading Adviser desire clarification on a particular Sub-Adviser notification, the Adviser or the Trading Adviser, as the case may be, will seek guidance from the Sub-Adviser prior to executing any transaction in question. In any case (e.g., non-discretionary, partial discretion, or full discretion), the Adviser may retain such discretionary authority as it deems appropriate for effecting in-kind and other transactions of Fund portfolio investments vis-à-vis “creation units.” Regardless of the scope of the Sub-Adviser’s trading authority, the Sub-Adviser acknowledges that the Board retains ultimate authority over each Fund and may take any and all actions necessary and reasonable to protect the interests of Fund shareholders.

Sub-Advisory Services. (a) The Sub-Adviser shall, subject to the supervision and oversight of the Adviser, manage the investment and reinvestment of such portion of the assets of the Funds, as the Adviser may from time to time allocate to the Sub-Adviser for management (the “Sub-Advised Assets”). The Sub-Adviser shall have full discretionary authority for portfolio investment decisions for a Fund (or each portion of a Fund’s assets allocated to manage the Sub-Adviser by Advised Assets in conformity with (i) the Adviser)investment objective, including determining, from time to time, what securities (policies and other financial instruments) shall be purchased for the Fund, what securities (and other financial instruments) shall be held or sold by the Fund, and what portion restrictions of the Fund’s assets shall be held uninvested Funds set forth in cash, subject always to the provisions of the Trust’s Agreement and Declaration of Trust, By-Laws and each Fund’s prospectus and statement of additional information relating to the Fund, as set forth in they may be amended from time to time, any additional policies or guidelines, including without limitation compliance policies and procedures, established by the Adviser, the Trust’s registration statement on Form N-1A Chief Compliance Officer, or by the Trust’s Board of Trustees (the “Registration StatementBoard”) under the 1940 Act, and under the Securities Act of 1933, as amended (the “1933 Act”), covering Fund shares, as filed with the U.S. Securities and Exchange Commission (the “SEC”), and to the investment objectives, policies and restrictions of each Fund, as shall be from time to time in effect, and such other limitations, policies and procedures as the Board or the Adviser may reasonably impose from time to time and provide that have been furnished in writing to the Sub-Adviser, (ii) the written instructions and directions received from the Adviser and the Trust as delivered; and (iii) the requirements of the Investment Company Act of 1940 (the “Investment Policies1940 Act”). No reference in this Agreement , the Investment Advisers Act of 1940 (“Advisers Act”), and all other federal and state laws applicable to the Sub-Adviser having full discretionary authority over each Fund’s portfolio registered investment decisions shall in any way limit the right of the Board or the Adviser to establish or revise policies in connection with the management of a Fund’s assets or to otherwise exercise its right to control the overall management of the Trust companies and each Fund. The scope of the Sub-Adviser’s authority for trading portfolio securities (and other financial instruments) for a Fundduties under this Agreement, including selecting broker-dealers all as may be in effect from time to execute purchase and sale transactions (“trading authority”), shall initially be as set forth on Schedule A hereto (which may differ by Fund)time. The Adviser may revise foregoing are referred to below together as the scope “Policies.” For purposes of compliance with the Policies, the Sub-Adviser’s trading authority upon the provision of at least 30 days’ written notice Adviser shall be entitled to treat the Sub-Adviser. Absent Advised Assets as though the Sub-Adviser’s provision of written notice declining such change, such a change shall be effective as of Advised Assets constituted the later of the end of such 30-day period or the date set forth in such notice. If Schedule A indicates “partially discretionary” trading authority, initially, the Adviser shall retain discretionary trading authority for a mutually agreed subset of the entire Fund’s portfolio investments (the “Subset”), and the Sub-Adviser shall not be responsible in any way for providing nonthe compliance of any assets of the Fund, other than the Sub-discretionary trading recommendations Advised Assets, with the Policies. Subject to the Adviser with respect to the Subset (in accordance with the applicable terms of the “non-discretionary” trading authority paragraph below). In additionforegoing, the Sub-Adviser shall have full discretionary trading authority for is authorized, in its discretion and without prior consultation with the remaining portion Adviser, to buy, sell, lend and otherwise trade in any stocks, bonds and other securities and investment instruments on behalf of the Fund’s , without regard to the length of time the securities have been held and the resulting rate of portfolio (in accordance with turnover or any tax considerations; and the applicable terms majority or the whole of the “discretionary” trading authority paragraph below). If Schedule A indicates “fully discretionary” trading authoritySub-Advised Assets may be invested in such proportions of stocks, initiallybonds, other securities or investment instruments, or cash, as the Sub-Adviser shall exercise full trading authority for a Fund with respect to purchasesdetermine. Notwithstanding the foregoing provisions of this Section 2(a), sales or other transactionshowever, as well as with respect to all other such things necessary or incidental to the furtherance or conduct of such purchases, sales or other transactions. If Schedule A indicates “non-discretionary” trading authority, initially, (i) the Sub-Adviser shall be responsible for promptly informing shall, upon and in accordance with written instructions from the Adviser (or another investment sub-advisory firm designated by the Adviser (herein, a “Trading Adviser”)) of portfolio investment decisions for a Fund in writing pursuant to mutually agreed notification protocols. In turn, the parties understand and acknowledge that the Adviser or the Trading Adviser, as the case may be, will fully rely on effect such notifications to effect the security (and other financial instrument) trading execution portfolio transactions for each Fund’s portfolio investments. Additionally, the Adviser and the Trading Adviser, as the case may be, has full discretionary authority to select broker-dealers to effect the trading execution for a Fund’s portfolio investments. In the event the Adviser or the Trading Adviser desire clarification on a particular Sub-Adviser notification, the Adviser or the Trading Adviser, as the case may be, will seek guidance from the Sub-Advised Assets as the Adviser prior shall determine are necessary in order for the Fund to executing any transaction in question. In any case comply with the Policies, and (e.g., nonii) upon notice to the Sub-discretionary, partial discretion, or full discretion)Adviser, the Adviser may retain such discretionary authority as it deems appropriate for effecting effect in-kind and other transactions of Fund portfolio investments vis-à-vis “creation units.” Regardless redemptions with shareholders of the scope of Fund with securities included within the Sub-Adviser’s trading authority, the Sub-Adviser acknowledges that the Board retains ultimate authority over each Fund and may take any and all actions necessary and reasonable to protect the interests of Fund shareholdersAdvised Assets.

Sub-Advisory Services. The Sub-Adviser shall have full discretionary authority for portfolio investment decisions for a Fund (or each portion of a Fund’s assets allocated recommend to the Sub-Adviser by the Adviser), including determining, from time to time, what securities (and other financial instruments) shall be purchased for the FundFunds, what securities (and other financial instruments) shall be held or sold by the Fund, Funds and what portion of the Fund’s Funds’ assets shall be held uninvested in cash, subject always to the provisions of the Trust’s Agreement and Declaration of Trust, By-Laws and each Fund’s prospectus and statement of additional information as set forth in the Trust’s registration statement on Form N-1A (the “Registration Statement”) under the 1940 Act, and under the Securities Act of 1933, as amended (the “1933 Act”), covering Fund shares, as filed with the U.S. Securities and Exchange Commission (the “SEC”), and to the investment objectives, policies and restrictions of each Fund, as shall be from time to time in effect, effect and such other limitations, policies and procedures as the Board or the Adviser may reasonably impose from time to time and provide in writing to the Sub-Adviser (the “Investment Policies”). No reference The Sub-Adviser shall be responsible for promptly informing the Adviser of each such recommendation for each Fund in writing pursuant to mutually agreed notification protocols. In turn, the parties understand and acknowledge that the Adviser will rely on such recommendations to make final investment determinations for the security purchases, holdings, and sales for each Fund’s investment portfolio. The Sub-Adviser’s authority with respect to the Funds is non-discretionary. As such, the Adviser will be responsible for accurately and timely implementing recommendations provided by the Sub-Adviser. Nothing in this Agreement to the Sub-Adviser having full discretionary authority over each Fund’s portfolio investment decisions shall in any way limit the right of the Board or the Adviser to establish or revise policies in connection with the management of a Fund’s assets or to otherwise exercise its right to control the overall management of the Trust and each Fund. The scope of the Sub-Adviser’s authority for trading portfolio securities (and other financial instruments) for a Fund, including selecting broker-dealers to execute purchase and sale transactions (“trading authority”), shall initially be as set forth on Schedule A hereto (which may differ by Fund). The Adviser may revise the scope of the Sub-Adviser’s trading authority upon the provision of at least 30 days’ written notice to the Sub-Adviser. Absent the Sub-Adviser’s provision of written notice declining such change, such a change shall be effective as of the later of the end of such 30-day period or the date set forth in such notice. If Schedule A indicates “partially discretionary” trading authority, initially, the Adviser shall retain discretionary trading authority for a mutually agreed subset of the Fund’s portfolio investments (the “Subset”), and the Sub-Adviser shall be responsible for providing non-discretionary trading recommendations to the Adviser with respect to the Subset (in accordance with the applicable terms of the “non-discretionary” trading authority paragraph below). In addition, the Sub-Adviser shall have full discretionary trading authority for the remaining portion of the Fund’s portfolio (in accordance with the applicable terms of the “discretionary” trading authority paragraph below). If Schedule A indicates “fully discretionary” trading authority, initially, the Sub-Adviser shall exercise full trading authority for a Fund with respect to purchases, sales or other transactions, as well as with respect to all other such things necessary or incidental to the furtherance or conduct of such purchases, sales or other transactions. If Schedule A indicates “non-discretionary” trading authority, initially, the Sub-Adviser shall be responsible for promptly informing the Adviser (or another investment sub-advisory firm designated by the Adviser (herein, a “Trading Adviser”)) of portfolio investment decisions for a Fund in writing pursuant to mutually agreed notification protocols. In turn, the parties understand and acknowledge that the Adviser or the Trading Adviser, as the case may be, will fully rely on such notifications to effect the security (and other financial instrument) trading execution for each Fund’s portfolio investments. Additionally, the Adviser and the Trading Adviser, as the case may be, has full discretionary authority to select broker-dealers to effect the trading execution for a Fund’s portfolio investments. In the event the Adviser or the Trading Adviser desire clarification on a particular Sub-Adviser notification, the Adviser or the Trading Adviser, as the case may be, will seek guidance from the Sub-Adviser prior to executing any transaction in question. In any case (e.g., non-discretionary, partial discretion, or full discretion), the Adviser may retain such discretionary authority as it deems appropriate for effecting in-kind and other transactions of Fund portfolio investments vis-à-vis “creation units.” Regardless of the scope of the Sub-Adviser’s trading authority, the Sub-Adviser acknowledges that the Board retains ultimate authority over each Fund and may take any and all actions necessary and reasonable to protect the interests of Fund shareholders.

Sub-Advisory Services. The Sub-Adviser shall have full discretionary authority for portfolio investment decisions for a Fund (or each portion of a Fund’s assets allocated to the Sub-Adviser by the Adviser), including determiningdetermine, from time to time, what securities (and other financial instruments) shall be purchased for the FundFunds, what securities (and other financial instruments) shall be held or sold by the Fund, Funds and what portion of the Fund’s Funds' assets shall be held uninvested in cash, subject always to the provisions of the Trust’s 's Agreement and Declaration of Trust, By-Laws and each Fund’s 's prospectus and statement of additional information as set forth in the Trust’s 's registration statement on Form N-1A N-lA (the “"Registration Statement”") under the 1940 Act, and under the Securities Act of 1933, as amended (the “"1933 Act”"), covering Fund shares, as filed with the U.S. Securities and Exchange Commission (the “"SEC”"), and to the investment objectives, policies and restrictions of each Fund, as shall be from time to time in effect, effect and such other limitations, policies and procedures as the Board or the Adviser may reasonably impose from time to time and provide in writing to the Sub-Adviser (the “"Investment Policies”"). No reference in this Agreement to the Sub-Adviser having full discretionary authority over each Fund’s portfolio investment decisions shall in any way limit the right of the Board or the Adviser to establish or revise policies in connection with the management of a Fund’s assets or to otherwise exercise its right to control the overall management of the Trust and each Fund. The scope of the Sub-Adviser’s authority for trading portfolio securities (and other financial instruments) for a Fund, including selecting broker-dealers to execute purchase and sale transactions (“trading authority”), shall initially be as set forth on Schedule A hereto (which may differ by Fund). The Adviser may revise the scope of the Sub-Adviser’s trading authority upon the provision of at least 30 days’ written notice to the Sub-Adviser. Absent the Sub-Adviser’s provision of written notice declining To carry out such change, such a change shall be effective as of the later of the end of such 30-day period or the date set forth in such notice. If Schedule A indicates “partially discretionary” trading authority, initially, the Adviser shall retain discretionary trading authority for a mutually agreed subset of the Fund’s portfolio investments (the “Subset”), and the Sub-Adviser shall be responsible for providing non-discretionary trading recommendations to the Adviser with respect to the Subset (in accordance with the applicable terms of the “non-discretionary” trading authority paragraph below). In additionobligations, the Sub-Adviser shall have the authority to exercise full discretionary trading authority discretion and act for the remaining portion of Funds in the Fund’s portfolio (in accordance same manner and with the applicable terms of same force and effect as the “discretionary” trading authority paragraph below). If Schedule A indicates “fully discretionary” trading authority, initially, the Sub-Adviser shall exercise full trading authority for a Fund Funds themselves might or could do with respect to purchases, sales or other transactions, as well as with respect to all other such things necessary or incidental to the furtherance or conduct of such purchases, sales or other transactions. If Schedule A indicates “nonNo reference in this Agreement to the Sub-discretionary” trading authorityAdviser having full discretionary authority over each Fund's investments shall in any way limit the right of the Board or the Adviser to establish or revise policies in connection with the management of a Fund's assets or to otherwise exercise its right to control the overall management of the Trust and each Fund. In addition, initiallyto the extent the Sub-Adviser has determined that particular securities or financial instruments should be purchased or sold for the account of a particular Fund, the Sub-Adviser shall be responsible for promptly informing either place such trade itself, or notify the Adviser (or another investment sub-advisory firm designated by the Adviser (herein, a “"Trading Adviser”)") of portfolio investment decisions its recommendation make such purchase or sale. The Sub-Adviser shall be responsible for a promptly informing the Adviser or, if applicable, the Trading Adviser, of each such recommendation for each Fund in writing pursuant to mutually agreed notification protocols. In turn, the parties understand and acknowledge that the Adviser or the Trading Adviser, as the case may be, will fully rely on such notifications to effect recommendations for the security (and other financial instrument) trading execution purchases, holdings, and sales for each Fund’s portfolio investments's investment portfolio; and to that extent, the Trading Adviser's authority with respect to the Funds is non-discretionary. AdditionallyHowever, each of the Adviser and the Trading Adviser, as the case may be, has full discretionary authority sole discretion to select broker-dealers brokerage firms to effect the trading execution for a Fund’s portfolio investmentsrecommended security (and other financial instrument) purchases and sales. In the event the Adviser or the Trading Adviser desire clarification on a particular Sub-Adviser notificationrecommendation, the Adviser or the Trading Adviser, as the case may be, will seek guidance from the Sub-Adviser prior to executing any effecting the transaction in question. In any case (e.g., non-discretionary, partial discretion, or full discretion), the Adviser may retain such discretionary authority as it deems appropriate for effecting in-kind and other transactions of Fund portfolio investments vis-à-vis “creation units.” Regardless of the scope of the Sub-Adviser’s trading authority, the The Sub-Adviser acknowledges that the Board retains ultimate authority over each Fund and may take any and all actions necessary and reasonable to protect the interests of Fund shareholders. Nothing in this Agreement shall in any way limit the right of the Board or the Adviser to establish or revise policies in connection with the management of a Fund's assets or to otherwise exercise its right to control the overall management of the Trust and each Fund.

Sub-Advisory Services. The Sub-Adviser shall have full discretionary authority for portfolio investment decisions for a Fund (or each portion of a Fund’s assets allocated to the Sub-Adviser by the Adviser), including determining, from time to time, what securities (and other financial instruments) shall be purchased for the Fund, what securities (and other financial instruments) shall be held or sold by the Fund, and what portion of the Fund’s assets shall be held uninvested in cash, subject always to the provisions of the Trust’s Agreement and Declaration of Trust, By-Laws and each Fund’s prospectus and statement of additional information as set forth in the Trust’s registration statement on Form N-1A (the “Registration Statement”) under the 1940 Act, and under the Securities Act of 1933, as amended (the “1933 Act”), covering Fund shares, as filed with the U.S. Securities and Exchange Commission (the “SEC”), and to the investment objectives, policies and restrictions of each Fund, as shall be from time to time in effect, and such other limitations, policies and procedures as the Board or the Adviser may reasonably impose from time to time and provide in writing to the Sub-Adviser (the “Investment Policies”). No reference in this Agreement to the Sub-Adviser having full discretionary authority over each Fund’s portfolio investment decisions shall in any way limit the right of the Board or the Adviser to establish or revise policies in connection with the management of a Fund’s assets or to otherwise exercise its right to control the overall management of the Trust and each Fund. Notwithstanding the foregoing, the Sub-Adviser shall also implement portfolio investment and trading decisions, including the selection of broker-dealers to effect trade execution, for the Fund that are made by the Adviser or another investment sub-advisory firm designated by the Adviser (herein, a “Portfolio Management Adviser”) in writing pursuant to mutually agreed upon notification protocols. In the event the Sub-Adviser requires clarification on a particular Adviser or Portfolio Management Adviser instruction (e.g., due to a potential regulatory or compliance issue), the Sub-Adviser will seek guidance from the Adviser or the Portfolio Management Adviser, as the case may be, prior to executing any transaction in question. The scope of the Sub-Adviser’s authority for trading portfolio securities (and other financial instruments) for a Fund, including selecting broker-dealers to execute purchase and sale transactions (“trading authority”), shall initially be as set forth on Schedule A hereto (which may differ by Fund). The Adviser may revise the scope of the Sub-Adviser’s trading authority upon the provision of at least 30 days’ written notice to the Sub-Adviser. Absent the Sub-Adviser’s provision of written notice declining such change, such a change shall be effective as of the later of the end of such 30-day period or the date set forth in such notice. If Schedule A indicates “partially discretionary” trading authority, initially, the Adviser shall retain discretionary trading authority for a mutually agreed subset of the Fund’s portfolio investments (the “Subset”), and the Sub-Adviser shall be responsible for providing non-discretionary trading recommendations to the Adviser with respect to the Subset (in accordance with the applicable terms of the “non-discretionary” trading authority paragraph below). In addition, the Sub-Adviser shall have full discretionary trading authority for the remaining portion of the Fund’s portfolio (in accordance with the applicable terms of the “discretionary” trading authority paragraph below). If Schedule A indicates “fully discretionary” trading authority, initially, the Sub-Adviser shall exercise full trading authority for a Fund with respect to purchases, sales or other transactions, as well as with respect to all other such things necessary or incidental to the furtherance or conduct of such purchases, sales or other transactions. If Schedule A indicates “non-discretionary” trading authority, initially, the Sub-Adviser shall be responsible for promptly informing the Adviser (or another investment sub-advisory firm designated by the Adviser (herein, a “Trading Adviser”)) of portfolio investment decisions for a Fund in writing pursuant to mutually agreed notification protocols. In turn, the parties understand and acknowledge that the Adviser or the Trading Adviser, as the case may be, will fully rely on such notifications to effect the security (and other financial instrument) trading execution for each Fund’s portfolio investments. Additionally, the Adviser and the Trading Adviser, as the case may be, has full discretionary authority to select broker-dealers to effect the trading execution for a Fund’s portfolio investments. In the event the Adviser or the Trading Adviser desire clarification on a particular Sub-Adviser notification, the Adviser or the Trading Adviser, as the case may be, will seek guidance from the Sub-Adviser prior to executing any transaction in question. In any case (e.g., non-discretionary, partial discretion, or full discretion), the Adviser may retain such discretionary authority as it deems appropriate for effecting in-kind and other transactions of Fund portfolio investments vis-à-vis “creation units.” Regardless of the scope of the Sub-Adviser’s trading authority, the Sub-Adviser acknowledges that the Board retains ultimate authority over each Fund and may take any and all actions necessary and reasonable to protect the interests of Fund shareholders.

Sub-Advisory Services. Subject to the supervision of the Board and the Adviser, the Sub-Adviser shall assist the Adviser in providing a continuous investment program with respect to the Fund’s portfolio, including investment research and management with respect to all securities and investments and cash equivalents in the Fund, except as otherwise provided in Section 6 herein. The Sub-Adviser may determine the securities and investments to be purchased, sold or retained by the Fund in accordance with the Adviser’s stewardship investing guidelines. In cooperation with the Sub-Adviser, the Adviser will provide guidance regarding individual securities and/or sectors that shall not be purchased for the Fund and reserves the right to remove securities from the Fund that do not meet the Adviser’s social screens. The Sub-Adviser may place orders directly with the issuer or any broker or dealer for such securities and investments. The Sub-Adviser will provide services under this Agreement in accordance with the Fund’s investment objective, policies and restrictions as stated in the Fund’s currently effective prospectus and statement of additional information, the Trust’s Declaration of Trust and By-laws, each as amended from time to time, and resolutions of the Board applicable to the Fund, each as provided to the Sub- Adviser by the Adviser. The Sub-Adviser shall have full discretionary authority to enter into and execute agreements on behalf of the Fund relating to the acquisition or disposition of investment assets and the execution of portfolio transactions pursuant to the Sub-Adviser’s management of the Fund under this Agreement. Such agreements may include foreign exchange contracts and other transactional agreements. Nothing contained herein, however, shall be deemed to authorize the Sub-Adviser to take or receive physical possession of any cash or securities held in the Fund, it being intended that sole responsibility for portfolio investment decisions safekeeping thereof (in such investments as the Sub-Adviser shall direct) and the consummation of all such purchases, sales, deliveries, and investments made pursuant to the Sub-Adviser’s direction shall rest upon the custodian for a the Fund. The parties hereto also agree that the Sub-Adviser shall not receive or vote proxies or other similar solicitations on behalf of the Fund (or each portion and that such proxies and other similar solicitations shall be voted by the Adviser in accordance with its procedures. The Sub-Adviser warrants that all actions taken in the exercise of a Fund’s assets allocated the power herein granted to the Sub-Adviser by the Adviser), including determining, from time to time, what securities (will be taken solely and other financial instruments) shall be purchased exclusively for the Fund, what securities (and other financial instruments) shall be held or sold by the Fund, and what portion benefit of the Fund’s assets shall be held uninvested in cash, subject always to . Without limiting the provisions generality of the Trust’s Agreement and Declaration of Trust, By-Laws and each Fund’s prospectus and statement of additional information as set forth in the Trust’s registration statement on Form N-1A (the “Registration Statement”) under the 1940 Act, and under the Securities Act of 1933, as amended (the “1933 Act”), covering Fund shares, as filed with the U.S. Securities and Exchange Commission (the “SEC”), and to the investment objectives, policies and restrictions of each Fund, as shall be from time to time in effect, and such other limitations, policies and procedures as the Board or the Adviser may reasonably impose from time to time and provide in writing to the Sub-Adviser (the “Investment Policies”). No reference in this Agreement to the Sub-Adviser having full discretionary authority over each Fund’s portfolio investment decisions shall in any way limit the right of the Board or the Adviser to establish or revise policies in connection with the management of a Fund’s assets or to otherwise exercise its right to control the overall management of the Trust and each Fund. The scope of the Sub-Adviser’s authority for trading portfolio securities (and other financial instruments) for a Fund, including selecting broker-dealers to execute purchase and sale transactions (“trading authority”), shall initially be as set forth on Schedule A hereto (which may differ by Fund). The Adviser may revise the scope of the Sub-Adviser’s trading authority upon the provision of at least 30 days’ written notice to the Sub-Adviser. Absent the Sub-Adviser’s provision of written notice declining such change, such a change shall be effective as of the later of the end of such 30-day period or the date set forth in such notice. If Schedule A indicates “partially discretionary” trading authority, initially, the Adviser shall retain discretionary trading authority for a mutually agreed subset of the Fund’s portfolio investments (the “Subset”), and the Sub-Adviser shall be responsible for providing non-discretionary trading recommendations to the Adviser with respect to the Subset (in accordance with the applicable terms of the “non-discretionary” trading authority paragraph below). In additionforegoing, the Sub-Adviser shall have full discretionary trading authority for the remaining portion of the Fund’s portfolio (in accordance with the applicable terms of the “discretionary” trading authority paragraph below). If Schedule A indicates “fully discretionary” trading authority, initially, the Sub-Adviser shall exercise full trading authority for a Fund with respect to purchases, sales or other transactions, as well as with respect to all other such things necessary or incidental to the furtherance or conduct of such purchases, sales or other transactions. If Schedule A indicates “non-discretionary” trading authority, initially, the Sub-Adviser shall be responsible for promptly informing the Adviser (or another investment sub-advisory firm designated by the Adviser (herein, a “Trading Adviser”)) of portfolio investment decisions for a Fund in writing pursuant to mutually agreed notification protocols. In turn, the parties understand and acknowledge further agrees that the Adviser or the Trading Adviser, as the case may be, will fully rely on such notifications to effect the security (and other financial instrument) trading execution for each Fund’s portfolio investments. Additionally, the Adviser and the Trading Adviser, as the case may be, has full discretionary authority to select broker-dealers to effect the trading execution for a Fund’s portfolio investments. In the event the Adviser or the Trading Adviser desire clarification on a particular Sub-Adviser notification, the Adviser or the Trading Adviser, as the case may be, will seek guidance from the Sub-Adviser prior to executing any transaction in question. In any case (e.g., non-discretionary, partial discretion, or full discretion), the Adviser may retain such discretionary authority as it deems appropriate for effecting in-kind and other transactions of Fund portfolio investments vis-à-vis “creation units.” Regardless of the scope of the Sub-Adviser’s trading authority, the Sub-Adviser acknowledges that the Board retains ultimate authority over each Fund and may take any and all actions necessary and reasonable to protect the interests of Fund shareholders.it:

Sub-Advisory Services. a) The Sub-Adviser shall have full discretionary authority for portfolio investment decisions for a Fund (or each portion of a Fund’s assets allocated Advisor shall, subject to the supervision and oversight of the Advisor, manage the investment and reinvestment of all assets of each of the Funds (“Fund Assets”). The Sub-Adviser by Advisor shall manage the Adviser)Fund Assets in conformity with (i) the investment objective, including determining, from time to time, what securities (policies and other financial instruments) shall be purchased for the Fund, what securities (and other financial instruments) shall be held or sold by the Fund, and what portion restrictions of each of the Fund’s assets shall be held uninvested in cash, subject always to the provisions of the Trust’s Agreement and Declaration of Trust, By-Laws and each Fund’s prospectus and statement of additional information as Funds set forth in the Trust’s registration statement on Form N-1A prospectus and Statement of Additional Information (the “Registration StatementSAI”) under relating to the 1940 Act, and under the Securities Act of 1933Funds, as they may be amended from time to time, any additional policies or guidelines, including without limitation compliance policies and procedures, established by the Advisor, the Trust’s Chief Compliance Officer (the “1933 ActTrust CCO”), covering Fund shares, as filed with or by the U.S. Securities and Exchange Commission Trust’s Board of Trustees (the “SECBoard”), and to the investment objectives, policies and restrictions of each Fund, as shall be from time to time in effect, and such other limitations, policies and procedures as the Board or the Adviser may reasonably impose from time to time and provide ) that have been furnished in writing to the Sub-Adviser Advisor; (ii) written instructions or directions delivered by the “Investment Policies”). No reference in this Agreement Advisor or the Trust to the Sub-Adviser having full discretionary authority over each Fund’s portfolio investment decisions shall in any way limit Advisor, as provided more particularly below; (iii) the right requirements of the Board or the Adviser to establish or revise policies in connection with the management Investment Company Act of a Fund’s assets or to otherwise exercise its right to control the overall management of the Trust and each Fund. The scope of the Sub-Adviser’s authority for trading portfolio securities (and other financial instruments) for a Fund, including selecting broker-dealers to execute purchase and sale transactions 1940 (“trading authority1940 Act”), shall initially be as set forth on Schedule A hereto (which may differ by Fund). The Adviser may revise the scope of the Sub-Adviser’s trading authority upon the provision of at least 30 days’ written notice Advisers Act and all other federal and state laws applicable to the Sub-Adviser. Absent the Sub-Adviser’s provision of written notice declining such change, such a change shall be effective as of the later of the end of such 30-day period or the date set forth in such notice. If Schedule A indicates “partially discretionary” trading authority, initially, the Adviser shall retain discretionary trading authority for a mutually agreed subset of the Fund’s portfolio investments (the “Subset”), registered investment companies and the Sub-Adviser shall Advisor’s duties under this Agreement, all as may be responsible for providing non-discretionary trading recommendations in effect from time to time; (iv) that certain order of the SEC dated May 29, 2013 (as may be amended from time to time) granting exemptive relief to the Adviser with Advisor, the Trust and any investment sub-adviser of any of the Funds from certain provisions of the 1940 Act and the rules promulgated thereunder in respect of each Fund’s status as an exchange-traded fund (“Advisor’s Exemptive Relief”); and (v) that certain order of the SEC dated July 8, 2014 (as may be amended from time to time) granting exemptive relief to the Subset (in accordance with Advisor, the applicable terms Trust and any investment sub-adviser of any of the Funds from certain provisions of the 1940 Act and the rules promulgated thereunder in respect of permitting (a) each Fund that operate as “nonfunds of funds” to acquire shares of certain registered open-discretionaryend management investment companies, registered closed-end management investment companies, “business development companies” trading authority paragraph below(as defined by section 2(a)(48) of the 1940 Act), and registered unit investment trusts that are within and outside the same group of investment companies as the acquiring investment companies; and (b) each Fund relying on rule 12d1-2 under the 1940 Act to invest in certain financial instruments that may not be securities within the meaning of section 2(a)(36) of the 1940 Act. In additionThe materials outlined above in sub-clauses (i) through (iv) of this Section 2 are referred to herein below collectively as the “Policies.” Subject to the foregoing, the Sub-Adviser shall have full discretionary trading authority for the remaining portion Advisor is authorized to buy, sell, lend and otherwise trade in any stocks, bonds and other securities and investment instruments and to hold cash on behalf of each of the FundFunds as the Sub-Advisor deems appropriate, in the Sub-Advisor’s portfolio (in accordance sole discretion and without prior consultation with the applicable terms Advisor, in light of the “discretionary” trading authority paragraph belowPolicies. Notwithstanding the foregoing provisions of this Section 2(a). If Schedule A indicates “fully discretionary” trading authority, initiallyhowever, the Sub-Adviser Advisor shall, upon and in accordance with written instructions from the Advisor, effect such portfolio transactions for the Fund Assets as the Advisor shall exercise full trading authority determine are necessary or desirable in order for a Fund to comply with respect to purchases, sales or other transactions, as well as with respect to all other such things necessary or incidental to the furtherance or conduct of such purchases, sales or other transactions. If Schedule A indicates “non-discretionary” trading authority, initially, the Sub-Adviser shall be responsible for promptly informing the Adviser (or another investment sub-advisory firm designated by the Adviser (herein, a “Trading Adviser”)) of portfolio investment decisions for a Fund in writing pursuant to mutually agreed notification protocols. In turn, the parties understand and acknowledge that the Adviser or the Trading Adviser, as the case may be, will fully rely on such notifications to effect the security (and other financial instrument) trading execution for each Fund’s portfolio investments. Additionally, the Adviser and the Trading Adviser, as the case may be, has full discretionary authority to select broker-dealers to effect the trading execution for a Fund’s portfolio investments. In the event the Adviser or the Trading Adviser desire clarification on a particular Sub-Adviser notification, the Adviser or the Trading Adviser, as the case may be, will seek guidance from the Sub-Adviser prior to executing any transaction in question. In any case (e.g., non-discretionary, partial discretion, or full discretion), the Adviser may retain such discretionary authority as it deems appropriate for effecting in-kind and other transactions of Fund portfolio investments vis-à-vis “creation unitsPolicies.” Regardless of the scope of the Sub-Adviser’s trading authority, the Sub-Adviser acknowledges that the Board retains ultimate authority over each Fund and may take any and all actions necessary and reasonable to protect the interests of Fund shareholders.

Sub-Advisory Services. The Sub-Adviser shall have full discretionary authority for portfolio investment decisions for a Fund (or each portion of a Fund’s assets allocated to the Sub-Adviser by the Adviser), including determiningdetermine, from time to time, what securities (and other financial instruments) shall be purchased for the FundFunds, what securities (and other financial instruments) shall be held or sold by the Fund, Funds and what portion of the Fund’s Funds’ assets shall be held uninvested in cash, subject always to the provisions of the Trust’s Agreement and Declaration of Trust, By-Laws and each Fund’s prospectus and statement of additional information as set forth in the Trust’s registration statement on Form N-1A (the “Registration Statement”) under the 1940 Act, and under the Securities Act of 1933, as amended (the “1933 Act”), covering Fund shares, as filed with the U.S. Securities and Exchange Commission (the “SEC”), and to the investment objectives, policies and restrictions of each Fund, as shall be from time to time in effect, and such other limitations, policies and procedures as the Board or the Adviser may reasonably impose from time to time and provide in writing to the Sub-Adviser (the “Investment Policies”). No reference The Sub-Adviser shall be responsible for promptly informing the Adviser (or another investment sub-advisory firm designated by the Adviser (herein, a “Trading Adviser”)) of each such recommendation for each Fund in this Agreement writing pursuant to mutually agreed notification protocols. In turn, the parties understand and acknowledge that the Adviser or the Trading Adviser, as the case may be, will fully rely on such recommendations for the security (and other financial instrument) purchases, holdings, and sales for each Fund’s investment portfolio; and to that extent, the Trading Adviser’s authority with respect to the Funds is non-discretionary. However, each of the Adviser and the Trading Adviser, as the case may be, has sole discretion to select brokerage firms to effect the recommended security (and other financial instrument) purchases and sales. In the event the Adviser or the Trading Adviser desire clarification on a particular Sub-Adviser recommendation, the Adviser or the Trading Adviser, as the case may be, will seek guidance from the Sub-Adviser having full discretionary authority over each Fund’s portfolio investment decisions prior to effecting the transaction in question. Nothing in this Agreement shall in any way limit the right of the Board or the Adviser to establish or revise policies in connection with the management of a Fund’s assets or to otherwise exercise its right to control the overall management of the Trust and each Fund. The scope of the Sub-Adviser’s authority for trading portfolio securities (and other financial instruments) for a Fund, including selecting broker-dealers to execute purchase and sale transactions (“trading authority”), shall initially be as set forth on Schedule A hereto (which may differ by Fund). The Adviser may revise the scope of the Sub-Adviser’s trading authority upon the provision of at least 30 days’ written notice to the Sub-Adviser. Absent the Sub-Adviser’s provision of written notice declining such change, such a change shall be effective as of the later of the end of such 30-day period or the date set forth in such notice. If Schedule A indicates “partially discretionary” trading authority, initially, the Adviser shall retain discretionary trading authority for a mutually agreed subset of the Fund’s portfolio investments (the “Subset”), and the Sub-Adviser shall be responsible for providing non-discretionary trading recommendations to the Adviser with respect to the Subset (in accordance with the applicable terms of the “non-discretionary” trading authority paragraph below). In addition, the Sub-Adviser shall have full discretionary trading authority for the remaining portion of the Fund’s portfolio (in accordance with the applicable terms of the “discretionary” trading authority paragraph below). If Schedule A indicates “fully discretionary” trading authority, initially, the Sub-Adviser shall exercise full trading authority for a Fund with respect to purchases, sales or other transactions, as well as with respect to all other such things necessary or incidental to the furtherance or conduct of such purchases, sales or other transactions. If Schedule A indicates “non-discretionary” trading authority, initially, the Sub-Adviser shall be responsible for promptly informing the Adviser (or another investment sub-advisory firm designated by the Adviser (herein, a “Trading Adviser”)) of portfolio investment decisions for a Fund in writing pursuant to mutually agreed notification protocols. In turn, the parties understand and acknowledge that the Adviser or the Trading Adviser, as the case may be, will fully rely on such notifications to effect the security (and other financial instrument) trading execution for each Fund’s portfolio investments. Additionally, the Adviser and the Trading Adviser, as the case may be, has full discretionary authority to select broker-dealers to effect the trading execution for a Fund’s portfolio investments. In the event the Adviser or the Trading Adviser desire clarification on a particular Sub-Adviser notification, the Adviser or the Trading Adviser, as the case may be, will seek guidance from the Sub-Adviser prior to executing any transaction in question. In any case (e.g., non-discretionary, partial discretion, or full discretion), the Adviser may retain such discretionary authority as it deems appropriate for effecting in-kind and other transactions of Fund portfolio investments vis-à-vis “creation units.” Regardless of the scope of the Sub-Adviser’s trading authority, the Sub-Adviser acknowledges that the Board retains ultimate authority over each Fund and may take any and all actions necessary and reasonable to protect the interests of Fund shareholders.

Sub-Advisory Services. (a) The Sub-Adviser shall, subject to the supervision and oversight of the Adviser,be responsible for implementing the Fund’s investment program by, among other things, trading portfolio securities and performing related services, rebalancing the Fund’s portfolio, and providing cash management services in accordance with the investment advice formulated by, and model portfolios delivered by, the Adviser, as well as such other investment services that the Adviser may request from time to time (the “Sub-Advised Assets”). The Sub-Adviser shall have full discretionary authority for portfolio investment decisions for a Fund (or each portion of a Fund’s assets allocated to manage the Sub-Adviser by Advised Assets in conformity with (i) the Adviser)investment objective, including determining, from time to time, what securities (policies and other financial instruments) shall be purchased for the Fund, what securities (and other financial instruments) shall be held or sold by the Fund, and what portion restrictions of the Fund’s assets shall be held uninvested Fund set forth in cash, subject always to the provisions of the Trust’s Agreement and Declaration of Trust, By-Laws and each Fund’s prospectus and statement of additional information relating to the Fund, as set forth in they may be amended from time to time, any additional policies or guidelines, including without limitation compliance policies and procedures, established by the Adviser, the Trust’s registration statement on Form N-1A Chief Compliance Officer, or by the Trust’s Board of Trustees (the “Registration StatementBoard”) under the 1940 Act, and under the Securities Act of 1933, as amended (the “1933 Act”), covering Fund shares, as filed with the U.S. Securities and Exchange Commission (the “SEC”), and to the investment objectives, policies and restrictions of each Fund, as shall be from time to time in effect, and such other limitations, policies and procedures as the Board or the Adviser may reasonably impose from time to time and provide that have been furnished in writing to the Sub-Adviser, (ii) the written instructions and directions received from the Adviser and the Trust as delivered; and (iii) the requirements of the Investment Company Act of 1940 (the “Investment Policies1940 Act”). No reference in this Agreement , the Investment Advisers Act of 1940 (“Advisers Act”), and all other federal and state laws applicable to the Sub-Adviser having full discretionary authority over each Fund’s portfolio registered investment decisions shall in any way limit the right of the Board or the Adviser to establish or revise policies in connection with the management of a Fund’s assets or to otherwise exercise its right to control the overall management of the Trust companies and each Fund. The scope of the Sub-Adviser’s authority for trading portfolio securities (and other financial instruments) for a Fundduties under this Agreement, including selecting broker-dealers all as may be in effect from time to execute purchase and sale transactions (“trading authority”), shall initially be as set forth on Schedule A hereto (which may differ by Fund)time. The Adviser may revise foregoing are referred to below together as the scope “Policies.” For purposes of compliance with the Policies, the Sub-Adviser’s trading authority upon the provision of at least 30 days’ written notice Adviser shall be entitled to treat the Sub-Adviser. Absent Advised Assets as though the Sub-Adviser’s provision of written notice declining such change, such a change shall be effective as of Advised Assets constituted the later of the end of such 30-day period or the date set forth in such notice. If Schedule A indicates “partially discretionary” trading authority, initially, the Adviser shall retain discretionary trading authority for a mutually agreed subset of the entire Fund’s portfolio investments (the “Subset”), and the Sub-Adviser shall not be responsible in any way for providing nonthe compliance of any assets of the Fund, other than the Sub-discretionary trading recommendations Advised Assets, with the Policies. Subject to the Adviser with respect to the Subset (in accordance with the applicable terms of the “non-discretionary” trading authority paragraph below). In additionforegoing, the Sub-Adviser shall have full discretionary trading authority for is authorized, in its discretion and without prior consultation with the remaining portion Adviser, to buy, sell, lend and otherwise trade in any stocks, bonds and other securities and investment instruments on behalf of the Fund’s , without regard to the length of time the securities have been held and the resulting rate of portfolio (in accordance with turnover or any tax considerations; and the applicable terms majority or the whole of the “discretionary” trading authority paragraph below). If Schedule A indicates “fully discretionary” trading authoritySub-Advised Assets may be invested in such proportions of stocks, initiallybonds, other securities or investment instruments, or cash, as the Sub-Adviser shall exercise full trading authority for a Fund with respect to purchasesdetermine. Notwithstanding the foregoing provisions of this Section 2(a), sales or other transactionshowever, as well as with respect to all other such things necessary or incidental to the furtherance or conduct of such purchases, sales or other transactions. If Schedule A indicates “non-discretionary” trading authority, initially, (i) the Sub-Adviser shall be responsible for promptly informing shall, upon and in accordance with written instructions from the Adviser (or another investment sub-advisory firm designated by the Adviser (herein, a “Trading Adviser”)) of portfolio investment decisions for a Fund in writing pursuant to mutually agreed notification protocols. In turn, the parties understand and acknowledge that the Adviser or the Trading Adviser, as the case may be, will fully rely on effect such notifications to effect the security (and other financial instrument) trading execution portfolio transactions for each Fund’s portfolio investments. Additionally, the Adviser and the Trading Adviser, as the case may be, has full discretionary authority to select broker-dealers to effect the trading execution for a Fund’s portfolio investments. In the event the Adviser or the Trading Adviser desire clarification on a particular Sub-Adviser notification, the Adviser or the Trading Adviser, as the case may be, will seek guidance from the Sub-Advised Assets as the Adviser prior shall determine are necessary in order for the Fund to executing any transaction in question. In any case comply with the Policies, and (e.g., nonii) upon notice to the Sub-discretionary, partial discretion, or full discretion)Adviser, the Adviser may retain such discretionary authority as it deems appropriate for effecting effect in-kind and other transactions of Fund portfolio investments vis-à-vis “creation units.” Regardless redemptions with shareholders of the scope of Fund with securities included within the Sub-Adviser’s trading authority, the Sub-Adviser acknowledges that the Board retains ultimate authority over each Fund and may take any and all actions necessary and reasonable to protect the interests of Fund shareholdersAdvised Assets.

Sub-Advisory Services. Subject to the supervision of the Board and the Adviser, the Sub-Adviser shall assist the Adviser in providing a continuous investment program with respect to the Fund’s portfolio, including investment research and management with respect to all securities and investments and cash equivalents in the Fund. The Sub-Adviser shall have full discretionary authority determine the securities and investments to be purchased, sold or retained by the Fund, and the Sub-Adviser shall place orders directly with the issuer or any broker or dealer for portfolio investment decisions for a Fund (or each portion of a such securities and investments. The Sub-Adviser will provide services under this Agreement in accordance with the Fund’s assets allocated investment objective, policies and restrictions as stated in the Fund’s currently effective prospectus and statement of additional information, the Trust’s Declaration of Trust and By-laws, each as amended from time to time, and resolutions of the Board applicable to the Fund, each as provided to the Sub-Adviser by the Adviser), including determining, from time . The Sub-Adviser shall have authority to time, what securities (enter into and execute agreements on behalf of the Fund relating to the acquisition or disposition of investment assets and the execution of portfolio transactions pursuant to the Sub-Adviser’s management of the Fund under this Agreement. Such agreements may include foreign exchange contracts and other financial instruments) transactional agreements. Nothing contained herein, however, shall be purchased deemed to authorize the Sub-Adviser to take or receive physical possession of any cash or securities held in the Fund, it being intended that sole responsibility for safekeeping thereof (in such investments as the Sub-Adviser shall direct) and the consummation of all such purchases, sales, deliveries, and investments made pursuant to the Sub-Adviser’s direction shall rest upon the custodian for the Fund, what securities (. The parties hereto also agree that the Sub-Adviser shall not receive or vote proxies or other similar solicitations on behalf of the Fund and that such proxies and other financial instruments) similar solicitations shall be held or sold voted by the Fund, and what portion Adviser in accordance with its procedures. The Sub-Adviser warrants that all actions taken in the exercise of the Fund’s assets shall be held uninvested in cash, subject always to the provisions of the Trust’s Agreement and Declaration of Trust, By-Laws and each Fund’s prospectus and statement of additional information as set forth in the Trust’s registration statement on Form N-1A (the “Registration Statement”) under the 1940 Act, and under the Securities Act of 1933, as amended (the “1933 Act”), covering Fund shares, as filed with the U.S. Securities and Exchange Commission (the “SEC”), and to the investment objectives, policies and restrictions of each Fund, as shall be from time to time in effect, and such other limitations, policies and procedures as the Board or the Adviser may reasonably impose from time to time and provide in writing power herein granted to the Sub-Adviser (will be taken solely and exclusively for the “Investment Policies”). No reference in this Agreement to the Sub-Adviser having full discretionary authority over each Fund’s portfolio investment decisions shall in any way limit the right of the Board or the Adviser to establish or revise policies in connection with the management of a Fund’s assets or to otherwise exercise its right to control the overall management of the Trust and each Fund. The scope of the Sub-Adviser’s authority for trading portfolio securities (and other financial instruments) for a Fund, including selecting broker-dealers to execute purchase and sale transactions (“trading authority”), shall initially be as set forth on Schedule A hereto (which may differ by Fund). The Adviser may revise the scope of the Sub-Adviser’s trading authority upon the provision of at least 30 days’ written notice to the Sub-Adviser. Absent the Sub-Adviser’s provision of written notice declining such change, such a change shall be effective as of the later of the end of such 30-day period or the date set forth in such notice. If Schedule A indicates “partially discretionary” trading authority, initially, the Adviser shall retain discretionary trading authority for a mutually agreed subset benefit of the Fund’s portfolio investments (. Without limiting the “Subset”), and the Sub-Adviser shall be responsible for providing non-discretionary trading recommendations to the Adviser with respect to the Subset (in accordance with the applicable terms generality of the “non-discretionary” trading authority paragraph below). In additionforegoing, the Sub-Adviser shall have full discretionary trading authority for the remaining portion of the Fund’s portfolio (in accordance with the applicable terms of the “discretionary” trading authority paragraph below). If Schedule A indicates “fully discretionary” trading authority, initially, the Sub-Adviser shall exercise full trading authority for a Fund with respect to purchases, sales or other transactions, as well as with respect to all other such things necessary or incidental to the furtherance or conduct of such purchases, sales or other transactions. If Schedule A indicates “non-discretionary” trading authority, initially, the Sub-Adviser shall be responsible for promptly informing the Adviser (or another investment sub-advisory firm designated by the Adviser (herein, a “Trading Adviser”)) of portfolio investment decisions for a Fund in writing pursuant to mutually agreed notification protocols. In turn, the parties understand and acknowledge further agrees that the Adviser or the Trading Adviser, as the case may be, will fully rely on such notifications to effect the security (and other financial instrument) trading execution for each Fund’s portfolio investments. Additionally, the Adviser and the Trading Adviser, as the case may be, has full discretionary authority to select broker-dealers to effect the trading execution for a Fund’s portfolio investments. In the event the Adviser or the Trading Adviser desire clarification on a particular Sub-Adviser notification, the Adviser or the Trading Adviser, as the case may be, will seek guidance from the Sub-Adviser prior to executing any transaction in question. In any case (e.g., non-discretionary, partial discretion, or full discretion), the Adviser may retain such discretionary authority as it deems appropriate for effecting in-kind and other transactions of Fund portfolio investments vis-à-vis “creation units.” Regardless of the scope of the Sub-Adviser’s trading authority, the Sub-Adviser acknowledges that the Board retains ultimate authority over each Fund and may take any and all actions necessary and reasonable to protect the interests of Fund shareholders.it:

Sub-Advisory Services. (a) The Sub-Adviser shall, subject to the supervision and oversight of the Adviser, manage the investment and reinvestment of such portion of the assets of the Fund, as the Adviser may from time to time allocate to the Sub-Adviser for management (the “Sub-Advised Assets”). The services provided by the Sub-Adviser are outlined in Schedule B hereto. The Sub-Adviser shall have full discretionary authority for portfolio investment decisions for a Fund (or each portion of a Fund’s assets allocated to manage the Sub-Adviser by Advised Assets in conformity with (i) the Adviser)investment objective, including determining, from time to time, what securities (policies and other financial instruments) shall be purchased for the Fund, what securities (and other financial instruments) shall be held or sold by the Fund, and what portion restrictions of the Fund’s assets shall be held uninvested Fund set forth in cash, subject always to the provisions of the Trust’s Agreement and Declaration of Trust, By-Laws and each Fund’s prospectus and statement of additional information relating to the Fund, as set forth in they may be amended from time to time, any additional policies or guidelines, including without limitation compliance policies and procedures, established by the Adviser, the Trust’s registration statement on Form N-1A Chief Compliance Officer, or by the Trust’s Board of Trustees (the “Registration StatementBoard”) under the 1940 Act, and under the Securities Act of 1933, as amended (the “1933 Act”), covering Fund shares, as filed with the U.S. Securities and Exchange Commission (the “SEC”), and to the investment objectives, policies and restrictions of each Fund, as shall be from time to time in effect, and such other limitations, policies and procedures as the Board or the Adviser may reasonably impose from time to time and provide that have been furnished in writing to the Sub-Adviser, (ii) the written instructions and directions received from the Adviser and the Trust as delivered; and (iii) the “Investment Policies”). No reference in this Agreement to the Sub-Adviser having full discretionary authority over each Fund’s portfolio investment decisions shall in any way limit the right requirements of the Board or 1940 Act, the Adviser Advisers Act, and all other federal and state laws applicable to establish or revise policies in connection with the management of a Fund’s assets or to otherwise exercise its right to control the overall management of the Trust registered investment companies and each Fund. The scope of the Sub-Adviser’s authority for trading portfolio securities (and other financial instruments) for a Fundduties under this Agreement, including selecting broker-dealers all as may be in effect from time to execute purchase and sale transactions (“trading authority”), shall initially be as set forth on Schedule A hereto (which may differ by Fund)time. The Adviser may revise foregoing are referred to below together as the scope “Policies.” For purposes of compliance with the Policies, the Sub-Adviser’s trading authority upon the provision of at least 30 days’ written notice Adviser shall be entitled to treat the Sub-Adviser. Absent Advised Assets as though the Sub-Adviser’s provision of written notice declining such change, such a change shall be effective as of Advised Assets constituted the later of the end of such 30-day period or the date set forth in such notice. If Schedule A indicates “partially discretionary” trading authority, initially, the Adviser shall retain discretionary trading authority for a mutually agreed subset of the entire Fund’s portfolio investments (the “Subset”), and the Sub-Adviser shall not be responsible in any way for providing nonthe compliance of any assets of the Fund, other than the Sub-discretionary trading recommendations Advised Assets, with the Policies. Subject to the Adviser with respect to the Subset (in accordance with the applicable terms of the “non-discretionary” trading authority paragraph below). In additionforegoing, the Sub-Adviser shall have full discretionary trading authority for is authorized, in its discretion and without prior consultation with the remaining portion Adviser, to buy, sell, lend and otherwise trade in any stocks, bonds and other securities and investment instruments on behalf of the Fund’s , without regard to the length 49204007.5 of time the securities have been held and the resulting rate of portfolio (in accordance with turnover or any tax considerations; and the applicable terms majority or the whole of the “discretionary” trading authority paragraph below). If Schedule A indicates “fully discretionary” trading authoritySub-Advised Assets may be invested in such proportions of stocks, initiallybonds, other securities or investment instruments, or cash, as the Sub-Adviser shall exercise full trading authority for a Fund with respect to purchasesdetermine. Notwithstanding the foregoing provisions of this Section 2(a), sales or other transactionshowever, as well as with respect to all other such things necessary or incidental to the furtherance or conduct of such purchases, sales or other transactions. If Schedule A indicates “non-discretionary” trading authority, initially, (i) the Sub-Adviser shall be responsible for promptly informing shall, upon and in accordance with written instructions from the Adviser (or another investment sub-advisory firm designated by the Adviser (herein, a “Trading Adviser”)) of portfolio investment decisions for a Fund in writing pursuant to mutually agreed notification protocols. In turn, the parties understand and acknowledge that the Adviser or the Trading Adviser, as the case may be, will fully rely on effect such notifications to effect the security (and other financial instrument) trading execution portfolio transactions for each Fund’s portfolio investments. Additionally, the Adviser and the Trading Adviser, as the case may be, has full discretionary authority to select broker-dealers to effect the trading execution for a Fund’s portfolio investments. In the event the Adviser or the Trading Adviser desire clarification on a particular Sub-Adviser notification, the Adviser or the Trading Adviser, as the case may be, will seek guidance from the Sub-Advised Assets as the Adviser prior shall determine are necessary in order for the Fund to executing any transaction in question. In any case comply with the Policies, and (e.g., nonii) upon notice to the Sub-discretionary, partial discretion, or full discretion)Adviser, the Adviser may retain such discretionary authority as it deems appropriate for effecting effect in-kind and other transactions of Fund portfolio investments vis-à-vis “creation units.” Regardless redemptions with shareholders of the scope of Fund with securities included within the Sub-Adviser’s trading authority, the Sub-Adviser acknowledges that the Board retains ultimate authority over each Fund and may take any and all actions necessary and reasonable to protect the interests of Fund shareholdersAdvised Assets.

Sub-Advisory Services. The Sub-Adviser shall have full discretionary authority for portfolio investment decisions for a Fund (or each portion of a Fund’s assets allocated to the Sub-Adviser by the Adviser), including determining, from time to time, determine what securities (and other financial instruments) shall be purchased for the FundFunds, what securities (and other financial instruments) shall be held or sold by the Fund, Funds and what portion of the Fund’s Funds’ assets shall be held uninvested in cash, subject always to the provisions of the Trust’s Agreement and Declaration of Trust, By-Laws and each Fund’s prospectus and statement of additional information as set forth in the Trust’s registration statement on Form N-1A (the “Registration Statement”) under the 1940 Act, and under the Securities Act of 1933, as amended (the “1933 Act”), covering Fund shares, as filed with the U.S. Securities and Exchange Commission (the “SEC”), and to the investment objectives, policies and restrictions of each Fund, as shall be from time to time in effect, effect and such other limitations, policies and procedures as the Board or the Adviser may reasonably impose from time to time and provide in writing to the Sub-Adviser (the “Investment Policies”). No reference The Sub-Adviser shall be responsible for promptly informing the Adviser (or another investment sub-advisory firm designated by the Adviser (herein, a “Trading Adviser”)) of each such recommendation for each Fund in this Agreement writing pursuant to mutually agreed notification protocols. In turn, the parties understand and acknowledge that the Adviser or the Trading Adviser, as the case may be, will fully rely on such recommendations for the security (and other financial instrument) purchases, holdings, and sales for each Fund’s investment portfolio; and to that extent, the Trading Adviser’s authority with respect to the Funds is non-discretionary. However, each of the Adviser and the Trading Adviser, as the case may be, has sole discretion to select brokerage firms to effect the recommended security (and other financial instrument) purchases and sales. In the event the Adviser or the Trading Adviser desire clarification on a particular Sub-Adviser recommendation, the Adviser or the Trading Adviser, as the case may be, will seek guidance from the Sub-Adviser having full discretionary authority over each Fund’s portfolio investment decisions prior to effecting the transaction in question. Nothing in this Agreement shall in any way limit the right of the Board or the Adviser to establish or revise policies in connection with the management of a Fund’s assets or to otherwise exercise its right to control the overall management of the Trust and each Fund. The scope of the Sub-Adviser’s authority for trading portfolio securities (and other financial instruments) for a Fund, including selecting broker-dealers to execute purchase and sale transactions (“trading authority”), shall initially be as set forth on Schedule A hereto (which may differ by Fund). The Adviser may revise the scope of the Sub-Adviser’s trading authority upon the provision of at least 30 days’ written notice to the Sub-Adviser. Absent the Sub-Adviser’s provision of written notice declining such change, such a change shall be effective as of the later of the end of such 30-day period or the date set forth in such notice. If Schedule A indicates “partially discretionary” trading authority, initially, the Adviser shall retain discretionary trading authority for a mutually agreed subset of the Fund’s portfolio investments (the “Subset”), and the Sub-Adviser shall be responsible for providing non-discretionary trading recommendations to the Adviser with respect to the Subset (in accordance with the applicable terms of the “non-discretionary” trading authority paragraph below). In addition, the Sub-Adviser shall have full discretionary trading authority for the remaining portion of the Fund’s portfolio (in accordance with the applicable terms of the “discretionary” trading authority paragraph below). If Schedule A indicates “fully discretionary” trading authority, initially, the Sub-Adviser shall exercise full trading authority for a Fund with respect to purchases, sales or other transactions, as well as with respect to all other such things necessary or incidental to the furtherance or conduct of such purchases, sales or other transactions. If Schedule A indicates “non-discretionary” trading authority, initially, the Sub-Adviser shall be responsible for promptly informing the Adviser (or another investment sub-advisory firm designated by the Adviser (herein, a “Trading Adviser”)) of portfolio investment decisions for a Fund in writing pursuant to mutually agreed notification protocols. In turn, the parties understand and acknowledge that the Adviser or the Trading Adviser, as the case may be, will fully rely on such notifications to effect the security (and other financial instrument) trading execution for each Fund’s portfolio investments. Additionally, the Adviser and the Trading Adviser, as the case may be, has full discretionary authority to select broker-dealers to effect the trading execution for a Fund’s portfolio investments. In the event the Adviser or the Trading Adviser desire clarification on a particular Sub-Adviser notification, the Adviser or the Trading Adviser, as the case may be, will seek guidance from the Sub-Adviser prior to executing any transaction in question. In any case (e.g., non-discretionary, partial discretion, or full discretion), the Adviser may retain such discretionary authority as it deems appropriate for effecting in-kind and other transactions of Fund portfolio investments vis-à-vis “creation units.” Regardless of the scope of the Sub-Adviser’s trading authority, the Sub-Adviser acknowledges that the Board retains ultimate authority over each Fund and may take any and all actions necessary and reasonable to protect the interests of Fund shareholders.

Sub-Advisory Services. The Sub-Adviser shall have full discretionary authority for portfolio investment decisions for a Fund (or each portion of a Fund’s assets allocated to the Sub-Sub- Adviser by the Adviser), including determining, from time to time, what securities (and other financial instruments) shall be purchased for the Fund, what securities (and other financial instruments) shall be held or sold by the Fund, and what portion of the Fund’s assets shall be held uninvested in cash, subject always to the provisions of the Trust’s Agreement and Declaration of Trust, By-Laws and each Fund’s prospectus and statement of additional information as set forth in the Trust’s registration statement on Form N-1A (the “Registration Statement”) under the 1940 Act, and under the Securities Act of 1933, as amended (the “1933 Act”), covering Fund shares, as filed with the U.S. Securities and Exchange Commission (the “SEC”), and to the investment objectives, policies and restrictions of each Fund, as shall be from time to time in effect, and such other limitations, policies and procedures as the Board or the Adviser may reasonably impose from time to time and provide in writing to the Sub-Adviser (the “Investment Policies”). No reference in this Agreement to the Sub-Adviser having full discretionary authority over each Fund’s portfolio investment decisions shall in any way limit the right of the Board or the Adviser to establish or revise policies in connection with the management of a Fund’s assets or to otherwise exercise its right to control the overall management of the Trust and each Fund. The scope of the Sub-Adviser’s authority for trading portfolio securities (and other financial instruments) for a Fund, including selecting broker-dealers to execute purchase and sale transactions (“trading authority”), shall initially be as set forth on Schedule A hereto (which may differ by Fund). The Adviser may revise the scope of the Sub-Adviser’s trading authority upon the provision of at least 30 days’ written notice to the Sub-Adviser. Absent the Sub-Adviser’s provision of written notice declining such change, such a change shall be effective as of the later of the end of such 30-day period or the date set forth in such notice. If Schedule A indicates “partially discretionary” trading authority, initially, the Adviser shall retain discretionary trading authority for a mutually agreed subset of the Fund’s portfolio investments (the “Subset”), and the Sub-Adviser shall be responsible for providing non-discretionary trading recommendations to the Adviser with respect to the Subset (in accordance with the applicable terms of the “non-discretionary” trading authority paragraph below). In addition, the Sub-Adviser shall have full discretionary trading authority for the remaining portion of the Fund’s portfolio (in accordance with the applicable terms of the “discretionary” trading authority paragraph below). If Schedule A indicates “fully discretionary” trading authority, initially, the Sub-Adviser shall exercise full trading authority for a Fund with respect to purchases, sales or other transactions, as well as with respect to all other such things necessary or incidental to the furtherance or conduct of such purchases, sales or other transactions. If Schedule A indicates “non-discretionary” trading authority, initially, the Sub-Adviser shall be responsible for promptly informing the Adviser (or another investment sub-advisory firm designated by the Adviser (herein, a “Trading Adviser”)) of portfolio investment decisions for a Fund in writing pursuant to mutually agreed notification protocols. In turn, the parties understand and acknowledge that the Adviser or the Trading Adviser, as the case may be, will fully rely on such notifications to effect the security (and other financial instrument) trading execution for each Fund’s portfolio investments. Additionally, the Adviser and the Trading Adviser, as the case may be, has full discretionary authority to select broker-dealers to effect the trading execution for a Fund’s portfolio investments. In the event the Adviser or the Trading Adviser desire clarification on a particular Sub-Adviser notification, the Adviser or the Trading Adviser, as the case may be, will seek guidance from the Sub-Adviser prior to executing any transaction in question. In any case (e.g., non-discretionary, partial discretion, or full discretion), the Adviser may retain such discretionary authority as it deems appropriate for effecting in-kind and other transactions of Fund portfolio investments vis-à-vis “creation units.” Regardless of the scope of the Sub-Adviser’s trading authority, the Sub-Adviser acknowledges that the Board retains ultimate authority over each Fund and may take any and all actions necessary and reasonable to protect the interests of Fund shareholders.

Sub-Advisory Services. (a) The Sub-Adviser shall, subject to the supervision and oversight of the Adviser, manage the investment and reinvestment of such portion of the assets of the Fund, as the Adviser may from time to time allocate to the Sub-Adviser for management (the “Sub-Advised Assets”). The Sub-Adviser shall have full discretionary authority for portfolio investment decisions for a Fund (or each portion of a Fund’s assets allocated to manage the Sub-Adviser by Advised Assets in conformity with (i) the Adviser)investment objective, including determining, from time to time, what securities (policies and other financial instruments) shall be purchased for the Fund, what securities (and other financial instruments) shall be held or sold by the Fund, and what portion restrictions of the Fund’s assets shall be held uninvested Fund set forth in cash, subject always to the provisions of the Trust’s Agreement and Declaration of Trust, By-Laws and each Fund’s prospectus and statement of additional information relating to the Fund, as set forth in they may be amended from time to time, any additional policies or guidelines, including without limitation compliance policies and procedures, established by the Adviser, the Trust’s registration statement on Form N-1A Chief Compliance Officer, or by the Trust’s Board of Trustees (the “Registration StatementBoard”) under the 1940 Act, and under the Securities Act of 1933, as amended (the “1933 Act”), covering Fund shares, as filed with the U.S. Securities and Exchange Commission (the “SEC”), and to the investment objectives, policies and restrictions of each Fund, as shall be from time to time in effect, and such other limitations, policies and procedures as the Board or the Adviser may reasonably impose from time to time and provide that have been furnished in writing to the Sub-Adviser, (ii) the written instructions and directions received from the Adviser and the Trust as delivered; and (iii) the requirements of the Investment Company Act of 1940 (the “Investment Policies1940 Act”). No reference in this Agreement , the Investment Advisers Act of 1940 (“Advisers Act”), and all other federal and state laws applicable to the Sub-Adviser having full discretionary authority over each Fund’s portfolio registered investment decisions shall in any way limit the right of the Board or the Adviser to establish or revise policies in connection with the management of a Fund’s assets or to otherwise exercise its right to control the overall management of the Trust companies and each Fund. The scope of the Sub-Adviser’s authority for trading portfolio securities (and other financial instruments) for a Fundduties under this Agreement, including selecting broker-dealers all as may be in effect from time to execute purchase and sale transactions (“trading authority”), shall initially be as set forth on Schedule A hereto (which may differ by Fund)time. The Adviser may revise foregoing are referred to below together as the scope “Policies.” For purposes of compliance with the Policies, the Sub-Adviser’s trading authority upon the provision of at least 30 days’ written notice Adviser shall be entitled to treat the Sub-Adviser. Absent Advised Assets as though the Sub-Adviser’s provision of written notice declining such change, such a change shall be effective as of Advised Assets constituted the later of the end of such 30-day period or the date set forth in such notice. If Schedule A indicates “partially discretionary” trading authority, initially, the Adviser shall retain discretionary trading authority for a mutually agreed subset of the entire Fund’s portfolio investments (the “Subset”), and the Sub-Adviser shall not be responsible in any way for providing nonthe compliance of any assets of the Fund, other than the Sub-discretionary trading recommendations Advised Assets, with the Policies. Subject to the Adviser with respect to the Subset (in accordance with the applicable terms of the “non-discretionary” trading authority paragraph below). In additionforegoing, the Sub-Adviser shall have full discretionary trading authority for is authorized, in its discretion and without prior consultation with the remaining portion Adviser, to buy, sell, lend and otherwise trade in any stocks, bonds and other securities and investment instruments on behalf of the Fund’s , without regard to the length of time the securities have been held and the resulting rate of portfolio (in accordance with turnover or any tax considerations; and the applicable terms majority or the whole of the “discretionary” trading authority paragraph below). If Schedule A indicates “fully discretionary” trading authoritySub-Advised Assets may be invested in such proportions of stocks, initiallybonds, other securities or investment instruments, or cash, as the Sub-Adviser shall exercise full trading authority for a Fund with respect to purchasesdetermine. Notwithstanding the foregoing provisions of this Section 2(a), sales or other transactionshowever, as well as with respect to all other such things necessary or incidental to the furtherance or conduct of such purchases, sales or other transactions. If Schedule A indicates “non-discretionary” trading authority, initially, (i) the Sub-Adviser shall be responsible for promptly informing shall, upon and in accordance with written instructions from the Adviser (or another investment sub-advisory firm designated by the Adviser (herein, a “Trading Adviser”)) of portfolio investment decisions for a Fund in writing pursuant to mutually agreed notification protocols. In turn, the parties understand and acknowledge that the Adviser or the Trading Adviser, as the case may be, will fully rely on effect such notifications to effect the security (and other financial instrument) trading execution portfolio transactions for each Fund’s portfolio investments. Additionally, the Adviser and the Trading Adviser, as the case may be, has full discretionary authority to select broker-dealers to effect the trading execution for a Fund’s portfolio investments. In the event the Adviser or the Trading Adviser desire clarification on a particular Sub-Adviser notification, the Adviser or the Trading Adviser, as the case may be, will seek guidance from the Sub-Advised Assets as the Adviser prior shall determine are necessary in order for the Fund to executing any transaction in question. In any case comply with the Policies, and (e.g., nonii) upon notice to the Sub-discretionary, partial discretion, or full discretion)Adviser, the Adviser may retain such discretionary authority as it deems appropriate for effecting effect in-kind and other transactions of Fund portfolio investments vis-à-vis “creation units.” Regardless redemptions with shareholders of the scope of Fund with securities included within the Sub-Adviser’s trading authority, the Sub-Adviser acknowledges that the Board retains ultimate authority over each Fund and may take any and all actions necessary and reasonable to protect the interests of Fund shareholdersSub- Advised Assets.

Sub-Advisory Services. (a) The Sub-Adviser shall, subject to the supervision and oversight of the Adviser, manage the investment and reinvestment of the assets of the Fund, subject to the Adviser’s direction with respect to security selection (the “Sub-Advised Assets”). The Sub-Adviser shall have full discretionary authority for portfolio investment decisions for a Fund (or each portion of a Fund’s assets allocated to manage the Sub-Adviser by Advised Assets in conformity with (i) the Adviser)investment objective, including determining, from time to time, what securities (policies and other financial instruments) shall be purchased for the Fund, what securities (and other financial instruments) shall be held or sold by the Fund, and what portion restrictions of the Fund’s assets shall be held uninvested Fund set forth in cash, subject always to the provisions of the Trust’s Agreement and Declaration of Trust, By-Laws and each Fund’s prospectus and statement of additional information relating to the Fund, as set forth in they may be amended from time to time, any additional policies or guidelines, including without limitation compliance policies and procedures, established by the Adviser, the Trust’s registration statement on Form N-1A Chief Compliance Officer, or by the Trust’s Board of Trustees (the “Registration StatementBoard”) under the 1940 Act, and under the Securities Act of 1933, as amended (the “1933 Act”), covering Fund shares, as filed with the U.S. Securities and Exchange Commission (the “SEC”), and to the investment objectives, policies and restrictions of each Fund, as shall be from time to time in effect, and such other limitations, policies and procedures as the Board or the Adviser may reasonably impose from time to time and provide that have been furnished in writing to the Sub-Adviser, (ii) the written instructions and directions received from the Adviser and the Trust as delivered; and (iii) the requirements of the Investment Company Act of 1940 (the “Investment Policies1940 Act”). No reference in this Agreement , the Investment Advisers Act of 1940 (“Advisers Act”), and all other federal and state laws applicable to the Sub-Adviser having full discretionary authority over each Fund’s portfolio registered investment decisions shall in any way limit the right of the Board or the Adviser to establish or revise policies in connection with the management of a Fund’s assets or to otherwise exercise its right to control the overall management of the Trust companies and each Fund. The scope of the Sub-Adviser’s authority for trading portfolio securities (and other financial instruments) for a Fundduties under this Agreement, including selecting broker-dealers all as may be in effect from time to execute purchase and sale transactions (“trading authority”), shall initially be as set forth on Schedule A hereto (which may differ by Fund)time. The Adviser may revise foregoing are referred to below together as the scope “Policies.” For purposes of compliance with the Policies, the Sub-Adviser’s trading authority upon the provision of at least 30 days’ written notice Adviser shall be entitled to treat the Sub-Adviser. Absent Advised Assets as though the Sub-Adviser’s provision of written notice declining such change, such a change shall be effective as of Advised Assets constituted the later of the end of such 30-day period or the date set forth in such notice. If Schedule A indicates “partially discretionary” trading authority, initially, the Adviser shall retain discretionary trading authority for a mutually agreed subset of the entire Fund’s portfolio investments (the “Subset”), and the Sub-Adviser shall not be responsible in any way for providing nonthe compliance of any assets of the Fund, other than the Sub-discretionary trading recommendations Advised Assets, with the Policies. Subject to the Adviser with respect to the Subset (in accordance with the applicable terms of the “non-discretionary” trading authority paragraph below). In additionforegoing, the Sub-Adviser shall is authorized, in its discretion and without prior consultation with the Adviser, to buy, sell, lend and otherwise trade in stocks, bonds and other securities and investment instruments that have full discretionary trading authority for been approved by the remaining portion Adviser on behalf of the Fund’s , without regard to the length of time the securities have been held and the resulting rate of portfolio (in accordance with turnover or any tax considerations; and the applicable terms majority or the whole of the “discretionary” trading authority paragraph below). If Schedule A indicates “fully discretionary” trading authoritySub-Advised Assets may be invested in such proportions of stocks, initiallybonds, other securities or investment instruments, or cash, as the Sub-Adviser shall exercise full trading authority for a Fund with respect to purchasesdetermine. Notwithstanding the foregoing provisions of this Section 2(a), sales or other transactionshowever, as well as with respect to all other such things necessary or incidental to the furtherance or conduct of such purchases, sales or other transactions. If Schedule A indicates “non-discretionary” trading authority, initially, (i) the Sub-Adviser shall be responsible for promptly informing the Adviser shall, upon and in accordance with written instructions (or another investment sub-advisory firm designated instructions in any form agreed upon by the Adviser (herein, a “Trading and Sub-Adviser”)) of portfolio investment decisions for a Fund in writing pursuant to mutually agreed notification protocols. In turn, from the parties understand and acknowledge that the Adviser or the Trading Adviser, as the case may be, will fully rely on effect such notifications to effect the security (and other financial instrument) trading execution portfolio transactions for each Fund’s portfolio investments. Additionally, the Adviser and the Trading Adviser, as the case may be, has full discretionary authority to select broker-dealers to effect the trading execution for a Fund’s portfolio investments. In the event the Adviser or the Trading Adviser desire clarification on a particular Sub-Adviser notification, the Adviser or the Trading Adviser, as the case may be, will seek guidance from the Sub-Advised Assets as the Adviser prior shall determine are necessary in order for the Fund to executing any transaction in question. In any case comply with the Policies, and (e.g., nonii) upon notice to the Sub-discretionary, partial discretion, or full discretion)Adviser, the Adviser may retain such discretionary authority as it deems appropriate for effecting effect in-kind and other transactions of Fund portfolio investments vis-à-vis “creation units.” Regardless redemptions with shareholders of the scope of Fund with securities included within the Sub-Adviser’s trading authority, the Sub-Adviser acknowledges that the Board retains ultimate authority over each Fund and may take any and all actions necessary and reasonable to protect the interests of Fund shareholdersAdvised Assets.

Sub-Advisory Services. The Sub-Adviser shall have full discretionary authority for portfolio investment decisions for a Fund (or each portion of a Fund’s assets allocated to the Sub-Adviser by the Adviser), including determining, from time to time, what securities (and other financial instruments) shall be purchased for the Fund, what securities (and other financial instruments) shall be held held, exchanged or sold by the Fund, and what portion of the Fund’s assets shall be held uninvested in cash, subject always to the provisions of the Trust’s Agreement and Declaration of Trust, By-Laws and each Fund’s prospectus and statement of additional information as set forth in the Trust’s registration statement on Form N-1A (the “Registration Statement”) under the 1940 Act, and under the Securities Act of 1933, as amended (the “1933 Act”), covering Fund shares, as filed with the U.S. Securities and Exchange Commission (the “SEC”), and to the investment objectives, policies and restrictions of each Fund, as shall be from time to time in effect, and such other limitations, policies and procedures as the Board or the Adviser may reasonably impose from time to time and provide in writing to the Sub-Adviser (the “Investment Policies”). No reference in this Agreement to the Sub-Adviser having full discretionary authority over each Fund’s portfolio investment decisions shall in any way limit the right of the Board or the Adviser to establish or revise policies in connection with the management of a Fund’s assets or to otherwise exercise its right to control the overall management of the Trust and each Fund. The scope of the Sub-Adviser’s authority for trading portfolio securities (and other financial instruments) for a Fund, including selecting broker-dealers to execute purchase and sale transactions (“trading authority”), shall initially be as set forth on Schedule A hereto (which may differ by Fund). The Adviser may revise the scope of the Sub-Adviser’s trading authority upon the provision of at least 30 days’ written notice to the Sub-Adviser. Absent the Sub-Adviser’s provision of written notice declining such change, such a change shall be effective as of the later of the end of such 30-day period or the date set forth in such notice. If Schedule A indicates “partially discretionary” trading authority, initially, the Adviser shall retain discretionary trading authority for a mutually agreed subset of the Fund’s portfolio investments (the “Subset”), and the Sub-Adviser shall be responsible for providing non-discretionary trading recommendations to the Adviser with respect to the Subset (in accordance with the applicable terms of the “non-discretionary” trading authority paragraph below). In addition, the Sub-Adviser shall have full discretionary trading authority for the remaining portion of the Fund’s portfolio (in accordance with the applicable terms of the “discretionary” trading authority paragraph below). If Schedule A indicates “fully discretionary” trading authority, initially, the Sub-Adviser shall exercise full trading authority for a Fund with respect to purchases, sales or other transactions, as well as with respect to all other such things necessary or incidental to the furtherance or conduct of such purchases, sales or other transactions. If Schedule A indicates “non-discretionary” trading authority, initially, the Sub-Adviser shall be responsible for promptly informing the Adviser (or another investment sub-advisory firm designated by the Adviser (herein, a “Trading Adviser”)) of portfolio investment decisions for a Fund in writing pursuant to mutually agreed notification protocols. In turn, the parties understand and acknowledge that the Adviser or the Trading Adviser, as the case may be, will fully rely on such notifications to effect the security (and other financial instrument) trading execution for each Fund’s portfolio investments. Additionally, the Adviser and the Trading Adviser, as the case may be, has full discretionary authority to select broker-dealers to effect the trading execution for a Fund’s portfolio investments. In the event the Adviser or the Trading Adviser desire clarification on a particular Sub-Adviser notification, the Adviser or the Trading Adviser, as the case may be, will seek guidance from the Sub-Adviser prior to executing any transaction in question. In any case (e.g., non-discretionary, partial discretion, or full discretion), the Adviser may retain such discretionary authority as it deems appropriate for effecting in-kind and other transactions of Fund portfolio investments vis-à-vis “creation units.” Regardless of the scope of the Sub-Adviser’s trading authority, the Sub-Adviser acknowledges that the Board retains ultimate authority over each Fund and may take any and all actions necessary and reasonable to protect the interests of Fund shareholders.

Sub-Advisory Services. The (a) Subject always to the supervision and oversight of the Trust’s Board of Trustees (“Board”) and the Adviser, the Sub-Adviser shall have full discretionary authority for portfolio shall, to the extent applicable, manage the investment decisions for a Fund (or each and reinvestment of such portion of a Fund’s the assets allocated of the Fund and perform such other obligations, as the Adviser may from time to time allocate to the Sub-Adviser, and the Sub- Adviser agrees to undertake, the obligations described in Schedule B attached hereto, which is incorporated herein by reference, for the Advisersub-advised assets described in Schedule A attached hereto (the “Sub-Advised Assets”), including determiningwhich is incorporated herein by reference. The Sub•Adviser shall manage the Sub-Advised Assets and perform such other obligations in conformity with (i) the investment objective, from time to time, what securities (policies and other financial instruments) shall be purchased for the Fund, what securities (and other financial instruments) shall be held or sold by the Fund, and what portion restrictions of the Fund’s assets shall be held uninvested respective Fund set forth in cash, subject always to the provisions of the Trust’s Agreement and Declaration of Trust, By-Laws and each Fund’s prospectus and statement of additional information relating to the Fund, as set forth in they may be amended from time to time, any additional policies or guidelines, including without limitation compliance policies and procedures, established by the Adviser, the Trust’s registration statement on Form N-1A (the “Registration Statement”) under the 1940 ActChief Compliance Officer, and under the Securities Act of 1933, as amended (the “1933 Act”), covering Fund shares, as filed with the U.S. Securities and Exchange Commission (the “SEC”), and to the investment objectives, policies and restrictions of each Fund, as shall be from time to time in effect, and such other limitations, policies and procedures as or by the Board or the Adviser may reasonably impose from time to time and provide that have been furnished in writing to the Sub-Adviser, (ii) the written instructions and directions received from the Adviser and the Trust as delivered; (iii) any applicable fiduciary duties it may have to each Fund and (iv) the “Investment Policies”). No reference in this Agreement to the Sub-Adviser having full discretionary authority over each Fund’s portfolio investment decisions shall in any way limit the right requirements of the Board or 1940 Act, the Adviser Advisers Act, and all other federal and state laws applicable to establish or revise policies in connection with the management of a Fund’s assets or to otherwise exercise its right to control the overall management of the Trust registered investment companies and each Fund. The scope of the Sub-Adviser’s authority for trading portfolio securities (and other financial instruments) for a Fundduties under this Agreement, including selecting broker-dealers all as may be in effect from time to execute purchase and sale transactions (“trading authority”), shall initially be as set forth on Schedule A hereto (which may differ by Fund)time. The Adviser may revise foregoing are referred to below together as the scope “Policies.” For purposes of compliance with the Policies, the Sub-Adviser’s trading authority upon the provision of at least 30 days’ written notice Adviser shall be entitled to treat the Sub-Adviser. Absent Advised Assets as though the Sub-Adviser’s provision of written notice declining such change, such a change shall be effective as of the later of the end of such 30-day period or the date set forth in such notice. If Schedule A indicates “partially discretionary” trading authority, initially, the Adviser shall retain discretionary trading authority for a mutually agreed subset of the Advised Assets constituted an entire Fund’s portfolio investments (the “Subset”), and the Sub-Adviser shall not be responsible in any way for providing nonthe compliance of any assets of a Fund, other than the Sub-discretionary trading recommendations Advised Assets, with the Policies. Subject to the foregoing, the Sub- Adviser is authorized, in its discretion and without prior consultation with respect the Adviser, to buy, sell, lend and otherwise trade in any stocks, bonds and other securities and investment instruments on behalf of the Funds, without regard to the Subset (in accordance with length of time the applicable terms securities have been held and the resulting rate of portfolio turnover or any tax considerations; and the majority or the whole of the “nonSub-discretionary” trading authority paragraph below). In additionAdvised Assets may be invested in such proportions of stocks, bonds, other securities or investment instruments, or cash, as the Sub-Adviser shall have full discretionary trading authority for determine. Notwithstanding the remaining portion foregoing provisions of the Fund’s portfolio this Section 2(a), however, (in accordance with the applicable terms of the “discretionary” trading authority paragraph below). If Schedule A indicates “fully discretionary” trading authority, initially, i) the Sub-Adviser shall, upon and in accordance with written instructions from the Adviser, effect such portfolio transactions for the Sub-Advised Assets as the Adviser shall exercise full trading authority determine are necessary in order for a Fund to comply with respect the Policies, and (ii) upon notice to purchases, sales or other transactions, as well as with respect to all other such things necessary or incidental to the furtherance or conduct of such purchases, sales or other transactions. If Schedule A indicates “non-discretionary” trading authority, initially, the Sub-Adviser shall be responsible for promptly informing the Adviser (or another investment sub-advisory firm designated by the Adviser (herein, a “Trading Adviser”)) of portfolio investment decisions for a Fund in writing pursuant to mutually agreed notification protocols. In turn, the parties understand and acknowledge that the Adviser or the Trading Adviser, as the case may be, will fully rely on such notifications to effect the security (and other financial instrument) trading execution for each Fund’s portfolio investments. Additionally, the Adviser and the Trading Adviser, as the case may be, has full discretionary authority to select broker-dealers to effect the trading execution for a Fund’s portfolio investments. In the event the Adviser or the Trading Adviser desire clarification on a particular Sub-Adviser notification, the Adviser or the Trading Adviser, as the case may be, will seek guidance from the Sub-Adviser prior to executing any transaction in question. In any case (e.g., non-discretionary, partial discretion, or full discretion), the Adviser may retain such discretionary authority as it deems appropriate for effecting effect in-kind and other transactions redemptions with shareholders of a Fund portfolio investments vis-à-vis “creation units.” Regardless of the scope of with securities included within the Sub-Adviser’s trading authority, the Sub-Adviser acknowledges that the Board retains ultimate authority over each Fund and may take any and all actions necessary and reasonable to protect the interests of Fund shareholdersAdvised Assets.

Sub-Advisory Services. (a) Subject always to the supervision and oversight of the Trust’s Board of Trustees (“Board”) and the Adviser, the Sub-Adviser shall, to the extent applicable, manage the investment and reinvestment of such portion of the assets of each Fund and perform such other obligations, as the Adviser may from time to time allocate to the Sub-Adviser, and the Sub-Adviser agrees to undertake, the obligations described in Schedule B attached hereto, which is incorporated herein by reference, for the sub-advised assets (the “Sub-Advised Assets”) described in Schedule A attached hereto, which is incorporated herein by reference. The Sub-Adviser shall have full discretionary authority for portfolio investment decisions for a Fund (or each portion of a Fund’s assets allocated to manage the Sub-Adviser by Advised Assets and perform such other obligations in conformity with (i) the Adviser)investment objective, including determining, from time to time, what securities (policies and other financial instruments) shall be purchased for the Fund, what securities (and other financial instruments) shall be held or sold by the Fund, and what portion restrictions of the Fund’s assets shall be held uninvested Funds set forth in cash, subject always to the provisions of the Trust’s Agreement and Declaration of Trust, By-Laws and each Fund’s prospectus and statement of additional information relating to the Fund, as set forth in they may be amended from time to time, any additional policies or guidelines, including without limitation compliance policies and procedures, established by the Adviser, the Trust’s registration statement on Form N-1A (the “Registration Statement”) under the 1940 ActChief Compliance Officer, and under the Securities Act of 1933, as amended (the “1933 Act”), covering Fund shares, as filed with the U.S. Securities and Exchange Commission (the “SEC”), and to the investment objectives, policies and restrictions of each Fund, as shall be from time to time in effect, and such other limitations, policies and procedures as or by the Board or the Adviser may reasonably impose from time to time and provide that have been furnished in writing to the Sub-Adviser, (ii) the written instructions and directions received from the Adviser and the Trust as delivered; (iii) any applicable fiduciary duties it may have to each Fund and (iv) the “Investment Policies”). No reference in this Agreement to the Sub-Adviser having full discretionary authority over each Fund’s portfolio investment decisions shall in any way limit the right requirements of the Board or 1940 Act, the Adviser Advisers Act and all other federal and state laws applicable to establish or revise policies in connection with the management of a Fund’s assets or to otherwise exercise its right to control the overall management of the Trust registered investment companies and each Fund. The scope of the Sub-Adviser’s authority for trading portfolio securities (and other financial instruments) for a Fundduties under this Agreement, including selecting broker-dealers all as may be in effect from time to execute purchase and sale transactions (“trading authority”), shall initially be as set forth on Schedule A hereto (which may differ by Fund)time. The Adviser may revise foregoing is referred to below together as the scope “Policies.” For purposes of compliance with the Policies, the Sub-Adviser’s trading authority upon the provision of at least 30 days’ written notice Adviser shall be entitled to treat the Sub-Adviser. Absent Advised Assets as though the Sub-Adviser’s provision of written notice declining such change, such a change shall be effective as of the later of the end of such 30-day period or the date set forth in such notice. If Schedule A indicates “partially discretionary” trading authority, initially, the Adviser shall retain discretionary trading authority for a mutually agreed subset of the Advised Assets constituted an entire Fund’s portfolio investments (the “Subset”), and the Sub-Adviser shall not be responsible in any way for providing nonthe compliance of any assets of a Fund, other than the Sub-discretionary trading recommendations Advised Assets, with the Policies. Subject to the Adviser with respect to the Subset (in accordance with the applicable terms of the “non-discretionary” trading authority paragraph below). In additionforegoing, the Sub-Adviser shall have full discretionary trading authority for is authorized, in its discretion and without prior consultation with the remaining portion Adviser, to buy, sell, lend and otherwise trade in any stocks, bonds and other securities and investment instruments on behalf of the Fund’s Funds, without regard to the length of time the securities have been held and the resulting rate of portfolio (in accordance with turnover or any tax considerations; and the applicable terms majority or the whole of the “discretionary” trading authority paragraph below). If Schedule A indicates “fully discretionary” trading authoritySub-Advised Assets may be invested in such proportions of stocks, initiallybonds, other securities or investment instruments, or cash, as the Sub-Adviser shall exercise full trading authority for a Fund with respect to purchasesdetermine. Notwithstanding the foregoing provisions of this Section 2(a), sales or other transactionshowever, as well as with respect to all other such things necessary or incidental to the furtherance or conduct of such purchases, sales or other transactions. If Schedule A indicates “non-discretionary” trading authority, initially, (i) the Sub-Adviser shall be responsible shall, upon and in accordance with written instructions from the Adviser, effect such portfolio transactions for promptly informing the Sub-Advised Assets as the Adviser (or another investment sub-advisory firm designated by the Adviser (herein, a “Trading Adviser”)) of portfolio investment decisions shall determine are necessary in order for a Fund in writing pursuant to mutually agreed notification protocols. In turncomply with the Policies, the parties understand and acknowledge that the Adviser or the Trading Adviser, as the case may be, will fully rely on such notifications (ii) upon notice to effect the security (and other financial instrument) trading execution for each Fund’s portfolio investments. Additionally, the Adviser and the Trading Adviser, as the case may be, has full discretionary authority to select broker-dealers to effect the trading execution for a Fund’s portfolio investments. In the event the Adviser or the Trading Adviser desire clarification on a particular Sub-Adviser notification, the Adviser or the Trading Adviser, as the case may be, will seek guidance from the Sub-Adviser prior to executing any transaction in question. In any case (e.g., non-discretionary, partial discretion, or full discretion)Adviser, the Adviser may retain such discretionary authority as it deems appropriate for effecting effect in-kind and other transactions of Fund portfolio investments vis-à-vis “creation units.” Regardless of redemptions with authorized participants (as that term is described in the scope of applicable Fund’s prospectus) with securities included within the Sub-Adviser’s trading authority, the Sub-Adviser acknowledges that the Board retains ultimate authority over each Fund and may take any and all actions necessary and reasonable to protect the interests of Fund shareholdersAdvised Assets.

Sub-Advisory Services. The SubSubject to the terms and conditions of this Agreement, you will provide the Fund investment sub-Adviser shall have full discretionary authority for portfolio investment decisions for a Fund (or each advisory services with respect to that portion of a the Fund’s assets that are allocated to you in accordance with this Agreement, which services shall be consistent with the Sub-Adviser by investment objectives and policies of the Fund as set forth in the Fund’s Prospectus and Statement of Additional Information and any investment guidelines or other instructions received in writing from the Adviser), including determining. The Board of Trustees or the Adviser may, from time to time, make additions to and withdrawals from the assets of the Fund allocated to you with prior written notice to you. You will determine what securities (and other financial instruments) shall be purchased for such portion of the Fund’s assets, what securities (and other financial instruments) shall be held or sold by such portions of the Fund’s assets, and what portion of the Fund’s such assets shall be held uninvested in cashuninvested, subject always to the provisions of the Trust’s Agreement and Declaration of Trust, Trust and the By-Laws and each Fund’s prospectus and statement of additional information as set forth in the Trust’s registration statement on Form N-1A (the “Registration Statement”) under the 1940 Act, and under the Securities Act of 1933, as amended (the “1933 Act”), covering Fund shares, as filed with the U.S. Securities and Exchange Commission (the “SEC”)Laws, and to the investment objectives, policies and restrictions of each the Fund, as each of the same shall be from time to time in effecteffect as set forth in the Fund’s Prospectus and Statement of Additional Information, or any investment guidelines or other instructions received by you in writing from the Adviser, and subject, further, to such other limitations, policies and procedures instructions as the Board or the Adviser of Trustees may reasonably impose from time to time establish and provide deliver to you in writing to writing. In accordance with paragraph 5, you shall arrange for the Sub-Adviser (placing of all orders for the “Investment Policies”). No reference in this Agreement to the Sub-Adviser having full discretionary authority over each Fund’s portfolio investment decisions shall in any way limit the right of the Board or the Adviser to establish or revise policies in connection with the management of a Fund’s assets or to otherwise exercise its right to control the overall management of the Trust and each Fund. The scope of the Sub-Adviser’s authority for trading portfolio securities (and other financial instruments) for a Fund, including selecting broker-dealers to execute purchase and sale transactions (“trading authority”)of portfolio securities with brokers, shall initially be as set forth on Schedule A hereto (which may differ dealers or counterparties selected by Fund). The Adviser may revise the scope of the Sub-Adviser’s trading authority upon the provision of at least 30 days’ written notice to the Sub-Adviser. Absent the Sub-Adviser’s provision of written notice declining such change, such a change shall be effective as of the later of the end of such 30-day period or the date set forth in such notice. If Schedule A indicates “partially discretionary” trading authority, initially, the Adviser shall retain discretionary trading authority you for a mutually agreed subset that portion of the Fund’s portfolio investments (the “Subset”), and the Sub-assets for which you serve as investment subadviser. The Adviser shall be responsible for providing non-discretionary trading recommendations to the Adviser provide you with respect to the Subset (in accordance with the applicable terms written statements of the “nonDeclaration of Trust; the By-discretionary” trading authority paragraph below)Laws; the Fund’s written investment objectives and policies; the Prospectus and Statement of Additional Information and instructions, as in effect from time to time; and you shall have no responsibility for actions taken in reliance on any such documents. In addition, the Sub-Adviser shall provide you with reasonable advance notice, to the extent practicable under the circumstances, of any changes to any of the foregoing or any other documents relevant to the services you are required to provide under this Agreement (“Governing Documents”). Whenever practicable, the Adviser shall provide copies of such Governing Documents marked to show any changes from a previous version. Notwithstanding any other provision of this Agreement, you shall not be required to comply with any Governing Documents before you have full discretionary trading authority for had a reasonable period of time to review and establish appropriate policies and procedures to address compliance with any such Governing Documents, nor shall you be required to comply with any such Governing Documents that you reasonably believe to be inconsistent with applicable law or your fiduciary duty to the remaining Fund; provided, however, that you promptly provide the Adviser with written notice of your disagreement with such Governing Documents. You will conform your conduct to, and will ensure that your investment management of the portion of the Fund’s portfolio assets allocated to you complies with, the applicable provisions of the Investment Company Act and Investment Advisers Act and the rules and regulations thereunder, the requirements for qualification of the Fund as a regulated investment company under Subchapter M of the Internal Revenue Code of 1986, as amended (in accordance the “Code”), applicable federal and state laws and regulations, and with the applicable terms provisions of the “discretionary” trading authority paragraph below). If Schedule A indicates “fully discretionary” trading authority, initially, Fund’s Registration Statement as amended or supplemented under the Sub-Adviser shall exercise full trading authority for a Fund with respect to purchases, sales or other transactionsSecurities Act of 1933, as well as with respect to all other such things necessary or incidental to the furtherance or conduct of such purchasesamended, sales or other transactions. If Schedule A indicates “non-discretionary” trading authority, initially, the Sub-Adviser shall be responsible for promptly informing the Adviser (or another investment sub-advisory firm designated by the Adviser (herein, a “Trading Adviser”)) of portfolio investment decisions for a Fund in writing pursuant to mutually agreed notification protocols. In turn, the parties understand and acknowledge that the Adviser or the Trading Adviser, as the case may be, will fully rely on such notifications to effect the security (and other financial instrument) trading execution for each Fund’s portfolio investments. Additionally, the Adviser and the Trading AdviserInvestment Company Act. You shall maintain written compliance policies and procedures that you reasonably believe are reasonably designed to prevent the services you provide hereunder from causing SANDS CAPITAL MANAGEMENT, as the case may be, has full discretionary authority to select broker-dealers to effect the trading execution for a Fund’s portfolio investments. In the event the Adviser or the Trading Adviser desire clarification on a particular Sub-Adviser notification, the Adviser or the Trading Adviser, as the case may be, will seek guidance from the Sub-Adviser prior to executing any transaction in question. In any case (e.g., non-discretionary, partial discretion, or full discretion), the Adviser may retain such discretionary authority as it deems appropriate for effecting in-kind and other transactions of Fund portfolio investments vis-à-vis “creation units.” Regardless of the scope of the Sub-Adviser’s trading authority, the Sub-Adviser acknowledges that the Board retains ultimate authority over each Fund and may take any and all actions necessary and reasonable to protect the interests of Fund shareholders.LLC

Sub-Advisory Services. The Sub-Adviser shall have full act as a non-discretionary authority for portfolio investment decisions for trading adviser. The Adviser or a Fund third-party sub-advisory firm (or each portion of a Fund’s assets allocated to together, the Sub-Adviser by the “Instructing Adviser), including determining, from time to time, ”) shall determine what securities (and other financial instruments) shall be purchased for the FundFunds, what securities (and other financial instruments) shall be held or sold by the Fund, Funds and what portion of the Fund’s Funds’ assets shall be held uninvested in cash, subject always to the provisions of the Trust’s Agreement and Declaration of Trust, By-Laws and each Fund’s prospectus and statement of additional information as set forth in the Trust’s registration statement on Form N-1A (the “Registration Statement”) under the 1940 Act, and under the Securities Act of 1933, as amended (the “1933 Act”), covering Fund shares, as filed with the U.S. Securities and Exchange Commission (the “SEC”), and to the investment objectives, policies and restrictions of each Fund, as shall be from time to time in effect, effect and such other limitations, policies and procedures as the Board or the Adviser may reasonably impose from time to time and provide in writing to the Sub-Adviser (the “Investment Policies”). No reference The Instructing Adviser shall be responsible for promptly informing the Sub-Adviser of each recommendation for the purchase or sale of particular securities or financial instruments for the account of a particular Fund in this Agreement writing pursuant to mutually agreed notification protocols. In turn, the parties understand and acknowledge that the Sub-Adviser will fully rely on such recommendations for the security (and other financial instrument) purchases, holdings, and sales for each Fund’s investment portfolio. The Sub-Adviser has sole discretion to select brokerage firms to effect the recommended security (and other financial instrument) purchases and sales. In the event the Sub-Adviser desires clarification on a particular Instructing Adviser recommendation, the Sub-Adviser will seek guidance from the Adviser prior to effecting the transaction in question. The Instructing Adviser will not recommend that a Fund engage in any futures transactions, options on futures transactions, or transactions in other commodity interests prior to the Sub-Adviser having full discretionary authority over each Fund’s portfolio investment decisions becoming registered or filing a notice of exemption on behalf of the relevant Fund with the National Futures Association (“NFA”) or other applicable regulatory agency. The Adviser understands and acknowledges that the Sub-Adviser is not currently registered with the NFA. Nothing in this Agreement shall in any way limit the right of the Board or the Adviser to establish or revise policies in connection with the management of a Fund’s assets or to otherwise exercise its right to control the overall management of the Trust and each Fund. The scope of the Sub-Adviser’s authority for trading portfolio securities (and other financial instruments) for a Fund, including selecting broker-dealers to execute purchase and sale transactions (“trading authority”), shall initially be as set forth on Schedule A hereto (which may differ by Fund). The Adviser may revise the scope of the Sub-Adviser’s trading authority upon the provision of at least 30 days’ written notice to the Sub-Adviser. Absent the Sub-Adviser’s provision of written notice declining such change, such a change shall be effective as of the later of the end of such 30-day period or the date set forth in such notice. If Schedule A indicates “partially discretionary” trading authority, initially, the Adviser shall retain discretionary trading authority for a mutually agreed subset of the Fund’s portfolio investments (the “Subset”), and the Sub-Adviser shall be responsible for providing non-discretionary trading recommendations to the Adviser with respect to the Subset (in accordance with the applicable terms of the “non-discretionary” trading authority paragraph below). In addition, the Sub-Adviser shall have full discretionary trading authority for the remaining portion of the Fund’s portfolio (in accordance with the applicable terms of the “discretionary” trading authority paragraph below). If Schedule A indicates “fully discretionary” trading authority, initially, the Sub-Adviser shall exercise full trading authority for a Fund with respect to purchases, sales or other transactions, as well as with respect to all other such things necessary or incidental to the furtherance or conduct of such purchases, sales or other transactions. If Schedule A indicates “non-discretionary” trading authority, initially, the Sub-Adviser shall be responsible for promptly informing the Adviser (or another investment sub-advisory firm designated by the Adviser (herein, a “Trading Adviser”)) of portfolio investment decisions for a Fund in writing pursuant to mutually agreed notification protocols. In turn, the parties understand and acknowledge that the Adviser or the Trading Adviser, as the case may be, will fully rely on such notifications to effect the security (and other financial instrument) trading execution for each Fund’s portfolio investments. Additionally, the Adviser and the Trading Adviser, as the case may be, has full discretionary authority to select broker-dealers to effect the trading execution for a Fund’s portfolio investments. In the event the Adviser or the Trading Adviser desire clarification on a particular Sub-Adviser notification, the Adviser or the Trading Adviser, as the case may be, will seek guidance from the Sub-Adviser prior to executing any transaction in question. In any case (e.g., non-discretionary, partial discretion, or full discretion), the Adviser may retain such discretionary authority as it deems appropriate for effecting in-kind and other transactions of Fund portfolio investments vis-à-vis “creation units.” Regardless of the scope of the Sub-Adviser’s trading authority, the Sub-Adviser acknowledges that the Board retains ultimate authority over each Fund and may take any and all actions necessary and reasonable to protect the interests of Fund shareholders.