Common use of Sub-Advisory Services Clause in Contracts

Sub-Advisory Services. a. The Subadviser shall, subject to the supervision of the Manager and in cooperation with the Manager, as administrator, or with any other administrator appointed by the Manager (the “Administrator”), manage the investment and reinvestment of the assets of the Portfolio. The Subadviser shall invest and reinvest the assets of the Portfolio in conformity with (1) the investment objective, policies and restrictions of the Portfolio set forth in the Fund’s prospectus and statement of additional information, as revised or supplemented from time to time, relating to the Portfolio (the “Prospectus”), (2) any additional policies or guidelines established by the Manager or by the Fund’s Directors that have been furnished in writing to the Subadviser and (3) the provisions of the Internal Revenue Code (the “Code”) 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”), and with all applicable provisions of law, including without limitation all applicable provisions of the 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 (“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 instruments on behalf of the Portfolio, 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 the Portfolio may be invested in such proportions of stocks, bonds, other securities or investment instruments, or cash, as the Subadviser shall determine. Notwithstanding the foregoing provisions of this Section 1.a, however, the Subadviser shall, upon written instructions from the Manager, effect such portfolio transactions for the Portfolio as the Manager shall determine are necessary in order for the Portfolio to comply with the Policies. b. The Subadviser shall furnish the Manager and the Administrator daily, weekly, monthly, quarterly and/or annual reports concerning portfolio transactions and the investment performance of the Portfolio in such form as may be mutually agreed upon, and agrees to review the Portfolio and discuss the management of the Portfolio with representatives or agents of the Manager, the Administrator or the Fund at their reasonable request. The Subadviser shall, as part of a complete portfolio compliance testing program (and based upon the information regarding the Portfolio in its possession), perform quarterly diversification testing under Section 817 (h) of the Code with respect to the Portfolio. The Subadviser shall provide timely notice each calendar quarter that such diversification was satisfied, or if not satisfied, that corrections were made within 30 days of the end of the calendar quarter. The Subadviser shall also provide the Manager, the Administrator or the Fund with such other information and reports as may reasonably be requested by the Manager, the Administrator or the Fund from time to time, including without limitation all material as reasonably may be requested by the Directors of the Fund pursuant to Section 15(c) of the 1940 Act. The Subadviser shall furnish the Manager (which may also provide it to the Fund’s Board of Directors) with copies of all material comments that are directly related to the Portfolio and the services provided under this Agreement received from the SEC following routine or special SEC examinations or inspections. c. The Subadviser shall provide to the Manager a copy of the Subadviser’s Form ADV as filed with the SEC and as amended from time to time and a list of the persons whom the Subadviser wishes to have authorized to give written and/or oral instructions to custodians of assets of the Portfolio. The Subadviser represents that it will notify the Manager of any change in the membership of the Subadviser within a reasonable time after any such change; delivery of the Subadviser’s Disclosure Statement consisting of Part II of the Subadviser’s Form ADV shall be deemed to satisfy such notice requirement. d. In accordance with Rule 206(4)-7 under the Advisers Act, the Subadviser has adopted and implemented written policies and procedures reasonably designed to prevent violation of the Advisers Act and its Rules by the Subadviser and its supervised persons. Further, the Subadviser reviews, at least annually, its written policies and procedures and the effectiveness of their implementation. e. The Subadviser shall: i) Comply with the Manager’s written compliance policies and procedures pursuant to Rule 38a-1; ii) Provide copies of their annual compliance review report (or a summary of the process and findings) and copies of any third-party compliance audits; iii) Notify the Manager promptly of any contact from the SEC or other regulators or Self Regulatory Organization (“SRO”) with respect to the Portfolio and the services provided pursuant to this Agreement (such as an examination, inquiry, investigation, institution of a proceeding, etc.); and iv) Notify the Manager promptly of any material compliance matters (as defined in Rule 38a-1 under the 0000 Xxx) and actions taken in response. f. In accordance with Rule 17a-10 under the 1940 Act and any other applicable law, the Subadviser shall not consult with any other subadviser to the Portfolio or any subadviser to any other portfolio of the Fund or to any other investment company or investment company series for which the Manager serves as investment adviser concerning transactions of the Portfolio in securities or other assets, other than for purposes of complying with conditions of paragraphs (a) and (b) of Rule 12d3-1 under the 1940 Act. g. Unless the Manager gives the Subadviser written instructions to the contrary, the Subadviser shall use its good faith judgment in a manner which it reasonably believes best serves the interest of the Portfolio’s shareholders to vote or abstain from voting all proxies solicited by or with respect to the issuers of securities in which assets of the Portfolio are invested. h. Upon the request of the Manager or the Portfolio’s pricing agent, the Subadviser shall provide reasonable and good faith fair valuations for any securities in the Portfolio for which the Portfolio’s pricing agent has determined current market quotations are not readily available or reliable. In connection with the provision of such securities valuations, the Subadviser shall further provide information concerning the basis upon which the Subadviser’s valuation determination was made as may be reasonably requested by the Manager, and all such information shall be provided in a format reasonably acceptable to the Manager. Except as set forth herein, the Subadviser shall not be responsible for determining valuations for the securities and/or other assets of the Portfolio. i. The Subadviser shall be responsible for expenses relating to the preparation, filing and mailing of any prospectus supplement or other required regulatory filings or mailings, exclusive of annual updates, required as a result of actions taken by the Subadviser.

Sub-Advisory Services. a. The Subadviser Sub-Adviser shall, subject to the supervision of the Manager and in cooperation with the Manager, as administrator, or with any other administrator appointed by the Manager (the “Administrator”), manage the investment and reinvestment of the assets of the Portfolio. The Subadviser Subject to paragraph 1.g. below, the Sub-Adviser shall invest and reinvest the assets of manage the Portfolio in conformity with (1) the investment objective, policies and restrictions of the Portfolio set forth in the Fund’s prospectus and statement of additional information, as revised or supplemented from time to time, relating to the Portfolio (the “Prospectus”), (2) any additional policies or guidelines established by the Manager or by the Fund’s Directors that have been furnished in writing to the Subadviser Sub-Adviser and (3) the provisions of the Internal Revenue Code (the “Code”) 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”), and with all applicable provisions of law, including without limitation all applicable provisions of the 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 (“SEC”) (“SEC Positions”); provided, however, that the Manager agrees to inform the Subadviser Sub-Adviser 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 Sub-Adviser promptly of any changes in such Insurance Restrictions. Subject to the foregoing, the Subadviser Sub-Adviser 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 Portfolio, 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 the Portfolio may be invested in such proportions of stocks, bonds, other securities or investment instruments, or cash, as the Subadviser Sub-Adviser shall determine. Notwithstanding the foregoing provisions of this Section 1.a, however, the Subadviser Sub-Adviser shall, upon written instructions from the Manager, effect such portfolio transactions for the Portfolio as the Manager shall determine are necessary in order for the Portfolio to comply with the Policies. b. The Subadviser Sub-Adviser shall furnish the Manager and the Administrator daily, weekly, monthly, quarterly and/or annual reports concerning portfolio transactions and the investment performance of the Portfolio in such form as may be mutually agreed upon, and agrees to review the Portfolio and discuss the management of the Portfolio with representatives or agents of the Manager, the Administrator or the Fund at their reasonable request. The Subadviser shallSubject to Section 1(g) of this Agreement, the Sub-Adviser shall as a part of a complete portfolio compliance testing program (and based upon the information regarding the Portfolio in its possession)program, perform quarterly diversification testing under Section 817 (hsection 817(h) of the Code with respect to the PortfolioCode. The Subadviser Sub-Adviser shall provide timely notice each calendar quarter that such diversification was satisfied, or if not satisfied, that the corrections were made within 30 days of the end of the calendar quarter. The Subadviser Sub-Adviser shall permit all books and records with respect to the Portfolio to be inspected and audited by the Manager and the Administrator at all reasonable times during normal business hours, upon reasonable notice. The Sub-Adviser shall also provide the Manager, the Administrator or the Fund with such other information and reports as may reasonably be requested by the Manager, the Administrator or the Fund from time to time, including without limitation all material as reasonably may be requested by to the Directors of the Fund pursuant to Section 15(c) of the 1940 Act. The Subadviser shall furnish the Manager (which may also provide it to the Fund’s Board of Directors) with copies of all material comments that are directly related to the Portfolio and the services provided under this Agreement received from the SEC following routine or special SEC examinations or inspections. c. The Subadviser Sub-Adviser shall provide to the Manager a copy of the SubadviserSub-Adviser’s Form ADV as filed with the SEC Securities and Exchange Commission and as amended from time to time and a list of the persons whom the Subadviser Sub-Adviser wishes to have authorized to give written and/or oral instructions to custodians of assets of the Portfolio. The Subadviser represents that it will notify the Manager of any change in the membership of the Subadviser within a reasonable time after any such change; delivery of the Subadviser’s Disclosure Statement consisting of Part II of the Subadviser’s Form ADV shall be deemed to satisfy such notice requirement. d. In accordance The Sub-Adviser will consult with Rule 206(4)-7 under and assist the Advisers ActPortfolio’s pricing agent regarding the valuation of securities that are not registered for public sale, the Subadviser has adopted and implemented written policies and procedures reasonably designed to prevent violation not traded on any securities markets, or otherwise may be deemed illiquid for purposes of the Advisers 1940 Act and its Rules by the Subadviser and its supervised persons. Further, the Subadviser reviews, at least annually, its written policies and procedures and the effectiveness of their implementationfor which market quotations are not readily available. e. The Subadviser shall: i) Comply with Unless the Manager’s Manager gives the Sub-Adviser written compliance policies and procedures pursuant instructions to Rule 38a-1; ii) Provide copies of their annual compliance review report (or the contrary, the Sub-Adviser shall use its good faith judgment in a summary manner which it reasonably believes best serves the interest of the process Portfolio’s shareholders to vote or abstain from voting all proxies solicited by or with respect to the issuers of securities in which assets of the Portfolio are invested. f. The Manager shall provide the Sub-Adviser with a list of entities with which the Sub-Adviser is restricted from engaging in transactions on behalf of the Portfolio. The Sub-Adviser shall be responsible for complying with this restricted list and findings) any changes thereto 10 business days after its receipt. g. The Manager acknowledges that the Sub-Adviser is not the compliance agent for the Portfolio and copies does not have access to all of any thirdthe Portfolio’s books and records necessary to perform certain compliance testing. However, the Sub-party Adviser shall perform compliance audits; iii) Notify the Manager promptly of any contact from the SEC or other regulators or Self Regulatory Organization (“SRO”) testing with respect to the Portfolio based upon information in its possession and upon written instructions, if any, received from the Manager or the Administrator and shall not be held in breach of this Agreement so long as it performs in accordance with such information and instructions. h. The Sub-Adviser shall be responsible for commercially reasonable expenses relating to the printing and mailing of any prospectus supplement required by the actions taken by the Sub-Adviser, including but not limited to, portfolio manager changes, disclosure changes requested by the Sub-Adviser that affect the investment objective, principal investment strategies, principal investment risks and portfolio management sections of the prospectus, where such disclosures are required under applicable law to be distributed to existing annuity contract holders and life policy holders that are invested in the Portfolio. The Manager agrees to provide a detailed invoice of such expenses not later than six months after the expenses are incurred, and the services provided pursuant to this Agreement (Sub-Adviser shall pay the amounts of such as an examination, inquiry, investigation, institution expenses with 60 days of a proceeding, etc.); and iv) Notify receipt of such invoice from the Manager promptly of any material compliance matters (as defined in Rule 38a-1 under the 0000 Xxx) and actions taken in responseManager. f. i. In accordance with Rule 17a-10 under the 1940 Act and any other applicable law, the Subadviser Sub-Adviser shall not consult with any other subadviser Sub-Adviser to the Portfolio or any subadviser Sub-Adviser to any other portfolio of the Fund or to any other investment company or investment company series for which the Manager serves as investment adviser concerning transactions of the Portfolio in securities or other assets, other than for purposes of complying with conditions of paragraphs (a) and (b) of Rule 12d3-1 under the 1940 Act. g. Unless the Manager gives the Subadviser written instructions j. With respect to the contrary, the Subadviser shall use its good faith judgment in a manner those activities for which it reasonably believes best serves the interest performs for or on behalf of the Portfolio’s shareholders , the Sub-Adviser represents, warrants and agrees that the Sub-Adviser has adopted and implemented, and throughout the term of this Agreement will maintain in effect and implement, policies and procedures reasonably designed to vote or abstain from voting all proxies solicited prevent, detect and correct violations by or with respect the Sub-Adviser, and its supervisory persons, and, to the issuers of securities in which assets extent the activities of the Portfolio are invested. h. Upon Sub-Adviser could affect the request Fund, by the Fund, of “federal securities laws” as defined in Rule 38a-1 under the 1940 Act), and that the Sub-Adviser has provided the Fund with true and complete copies of such policies and procedures (or summaries thereof) of the Manager or the Portfolio’s pricing agent, the Subadviser shall provide reasonable Sub-Adviser and good faith fair valuations for any securities in the Portfolio for which the Portfolio’s pricing agent has determined current market quotations are not readily available or reliable. In connection with the provision of such securities valuations, the Subadviser shall further provide related information concerning the basis upon which the Subadviser’s valuation determination was made as may be reasonably requested by the ManagerFund. The Sub-Adviser agrees to cooperate with periodic reviews by the Fund’s compliance personnel of the Sub-Adviser’s policies and procedures, their operation and all such information shall be provided in a format reasonably acceptable implementation and other compliance matters and to provide to the ManagerFund from time to time such additional information and certifications in respect of policies and procedures of the Sub-Adviser, compliance personnel may reasonably request. Except as set forth herein, The Sub-Adviser agrees to promptly notify the Subadviser shall not be responsible for determining valuations for Manager of any compliance violations detected by the securities and/or other assets of Sub-Adviser that affect the Portfolio. i. The Subadviser shall be responsible for expenses relating to the preparation, filing and mailing of any prospectus supplement or other required regulatory filings or mailings, exclusive of annual updates, required as a result of actions taken by the Subadviser.

Sub-Advisory Services. a. The Subadviser shall, subject to the supervision of the Manager and in cooperation with the Manager, as administrator, or with any other administrator appointed by the Manager (the “Administrator”), manage the investment and reinvestment of the assets of the Portfolio. The Subadviser shall invest and reinvest the assets of the Portfolio in conformity with (1) the investment objective, policies and restrictions of the Portfolio set forth in the Fund’s prospectus and statement of additional information, as revised or supplemented from time to time, relating to the Portfolio (the “Prospectus”), (2) any additional policies or guidelines established by the Manager or by the Fund’s Directors that have been furnished in writing to the Subadviser and (3) the provisions of the Internal Revenue Code (the “Code”) 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”), and with all applicable provisions of law, including without limitation all applicable provisions of the 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 (“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 instruments on behalf of the Portfolio, 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 the Portfolio may be invested in such proportions of stocks, bonds, other securities or investment instruments, or cash, as the Subadviser shall determine. Notwithstanding the foregoing provisions of this Section 1.a, however, the Subadviser shall, upon written instructions from the Manager, effect such portfolio transactions for the Portfolio as the Manager shall determine are necessary in order for the Portfolio to comply with the Policies. b. The Subadviser shall furnish the Manager and the Administrator daily, weekly, monthly, quarterly and/or annual reports concerning portfolio transactions and the investment performance of the Portfolio in such form as may be mutually agreed upon, and agrees to review the Portfolio and discuss the management of the Portfolio with representatives or agents of the Manager, the Administrator or the Fund at their reasonable request. The Subadviser shall, as part of a complete portfolio compliance testing program (and based upon the information regarding the Portfolio in its possession)program, perform quarterly diversification testing under Section 817 (h) of the Code with respect to the PortfolioCode. The Subadviser shall provide timely notice each calendar quarter that such diversification was satisfied, or if not satisfied, that corrections were made within 30 days of the end of the calendar quarter. The Subadviser shall also provide the Manager, the Administrator or the Fund with such other information and reports as may reasonably be requested by the Manager, the Administrator or the Fund from time to time, including without limitation all material as reasonably may be requested by the Directors of the Fund pursuant to Section 15(c) of the 1940 Act. The Subadviser shall furnish the Manager (which may also provide it to the Fund’s Board of Directors) with copies of all material comments that are directly related to the Portfolio and the services provided under this Agreement received from the SEC following routine or special SEC examinations or inspections. c. The Subadviser shall provide to the Manager a copy of the Subadviser’s Form ADV as filed with the SEC and as amended from time to time and a list of the persons whom the Subadviser wishes to have authorized to give written and/or oral instructions to custodians of assets of the Portfolio. The Subadviser represents that it will notify the Manager of any change in the membership of the Subadviser within a reasonable time after any such change; delivery of the Subadviser’s Disclosure Statement consisting of Part II of the Subadviser’s Form ADV shall be deemed to satisfy such notice requirement.; d. In accordance with Rule 206(4)-7 under the Advisers Act, the Subadviser has adopted and implemented written policies and procedures reasonably designed to prevent violation of the Advisers Act and its Rules by the Subadviser and its supervised persons. Further, the Subadviser reviews, at least annually, its written policies and procedures and the effectiveness of their implementation. e. The Subadviser shall: i) Comply with the Manager’s written compliance policies and procedures pursuant to Rule 38a-1; ii) Provide copies of their annual compliance review report (or a summary of the process and findings) and copies of any third-party compliance audits; iii) Notify the Manager promptly of any contact from the SEC or other regulators or Self Regulatory Organization (“SRO”) with respect to the Portfolio and the services provided pursuant to this Agreement (such as an examination, inquiry, investigation, institution of a proceeding, etc.); and iv) Notify the Manager promptly of any material compliance matters (as defined in Rule 38a-1 under the 0000 Xxx) and actions taken in response. f. In accordance with Rule 17a-10 under the 1940 Act and any other applicable law, the Subadviser shall not consult with any other subadviser to the Portfolio or any subadviser to any other portfolio of the Fund or to any other investment company or investment company series for which the Manager serves as investment adviser concerning transactions of the Portfolio in securities or other assets, other than for purposes of complying with conditions of paragraphs (a) and (b) of Rule 12d3-1 under the 1940 Act. g. e. Unless the Manager gives the Subadviser written instructions to the contrary, the Subadviser shall use its good faith judgment in a manner which it reasonably believes best serves the interest of the Portfolio’s shareholders to vote or abstain from voting all proxies solicited by or with respect to the issuers of securities in which assets of the Portfolio are invested. h. Upon f. As the request delegate of the Manager or Directors of the Portfolio’s pricing agentFund, the Subadviser shall provide Adviser with information similar to the information attached in Exhibit A hereto providing the basis for reasonable and good faith fair valuations for any securities in the Portfolio for which the Portfolio’s pricing agent has determined Subadviser, in carrying out fair valuation analysis for its proprietary mutual funds, deems current market quotations are either not readily available or not reliable. In connection with the provision of such securities valuations, the Subadviser shall further will also provide fair valuation information concerning the basis upon which the Subadviser’s valuation determination was made as may be reasonably requested by the Manager, and all such information shall be provided in a format reasonably acceptable response to the Manager. Except as set forth herein, the Subadviser shall not be responsible for determining valuations for the securities and/or other assets reasonable inquiry of the PortfolioManager or Manager’s delegate. i. g. The Subadviser shall be responsible for expenses relating to the preparation, filing printing and mailing of any prospectus supplement or other required regulatory filings or mailingssupplement, exclusive of annual updates, required solely as a result of actions taken by the Subadviser, including but not limited to, portfolio manager changes or disclosure changes requested by the Subadviser that affect the investment objective, principal investment strategies, principal investment risks and portfolio management sections of the prospectus. Application of this provision will not apply where the above-described changes can be implemented through annual updates or revisions otherwise required of the Manager but not prompted solely as a result of actions taken by the Subadviser.

Sub-Advisory Services. a. The Subadviser Sub-Adviser shall, subject to the supervision of the Manager and in cooperation with the Manager, as administrator, or with any other administrator appointed by the Manager (the “Administrator”), manage the investment and reinvestment of such portion of the assets of the PortfolioCompany as the Manager may from time to time allocate to the Sub-Adviser for management (the “Designated Assets”), and have the authority on behalf of the Company to vote and shall vote all proxies and exercise all other rights of the Company as a security holder of companies in which the Company from time to time invests. The Subadviser Sub-Adviser shall invest and reinvest manage the assets of the Portfolio Designated Assets in conformity with (1) the Company’s Memorandum and Articles of Association, (2) the investment objective, policies and restrictions of the Portfolio set forth in the Fund’s prospectus and statement of additional information, as revised or supplemented from time to time, relating to the Portfolio (the “Prospectus”), (23) any additional policies or guidelines established by the Manager or by the Fund’s Board of Directors of the Company that have been furnished in writing to the Subadviser Sub-Adviser, all as from time to time in effect, and with all laws, rules and regulations applicable to the Fund (3) collectively, the “Applicable Laws”), including but not limited to the provisions of the Internal Revenue Code Code, as amended (the “Code”) ), 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”), and with all applicable provisions of law, including without limitation all applicable provisions of the Investment Company Act of 1940 1940, as amended (the “1940 Act”) ), and the rules and regulations thereunder and the interpretive opinions thereof of the staff of the Securities and Exchange Commission (“SEC”) (“SEC Positions”); providedthereunder, however, such 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 Fund is in compliance with such Insurance RestrictionsApplicable Laws. Subject to the foregoing, the Subadviser Sub-Adviser is authorized, in its discretion and without prior consultation with the Manager, to buy, sell, lend and otherwise trade in any stocks, bonds bonds, derivative contracts and other securities and investment instruments on behalf of the PortfolioCompany, 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 the Portfolio assets of the Company may be invested in such proportions of stocks, bonds, derivative contracts, other securities or investment instruments, or cash, as the Subadviser Sub-Adviser shall determine. Notwithstanding the foregoing provisions of this Section 1.a, however, the Subadviser shall, upon written instructions from the Manager, effect such portfolio transactions for the Portfolio as the Manager shall determine are necessary in order for the Portfolio to comply with the Policies. b. The Subadviser Sub-Adviser shall not be responsible for the investment or reinvestment of any assets other than the Designated Assets, or for compliance with the investment objectives, policies and restrictions of the Fund as they apply to assets other than the Designated Assets. c. The Sub-Adviser shall furnish the Manager and the Administrator daily, weekly, monthly, quarterly and/or and annual reports concerning portfolio transactions and the investment performance of the Portfolio Company in such form as may be mutually agreed upon, and agrees to review the Portfolio Company and discuss the management of the Portfolio with representatives or agents of the Manager, the Administrator or the Fund at their reasonable requestit. The Subadviser shall, as part of a complete portfolio compliance testing program (Sub-Adviser shall permit all books and based upon the information regarding the Portfolio in its possession), perform quarterly diversification testing under Section 817 (h) of the Code records with respect to the PortfolioCompany to be inspected and audited by the Manager and the Company at all reasonable times during normal business hours, upon reasonable notice. The Subadviser shall provide timely notice each calendar quarter that such diversification was satisfied, or if not satisfied, that corrections were made within 30 days of the end of the calendar quarter. The Subadviser Sub-Adviser shall also provide the Manager, Manager and the Administrator or the Fund Company with such other information and reports as may reasonably be requested by the Manager, the Administrator Manager or the Fund Company from time to time, including without limitation all material as reasonably may be requested by or required to be delivered to the Directors trustees of the Fund pursuant to Section 15(c) of the 1940 Act. The Subadviser shall furnish the Manager (which may also provide it to the Fund’s Board of Directors) with copies of all material comments that are directly related to the Portfolio and the services provided under this Agreement received from the SEC following routine or special SEC examinations or inspectionsTrust. c. d. The Subadviser Sub-Adviser shall provide to the Manager a copy of the SubadviserSub-Adviser’s Form ADV as filed with the SEC Securities and as amended from time to time Exchange Commission and a list of the persons whom the Subadviser Sub-Adviser wishes to have authorized to give written and/or oral instructions to custodians of assets of the Portfolio. The Subadviser represents that it will notify the Manager of any change in the membership of the Subadviser within a reasonable time after any such change; delivery of the Subadviser’s Disclosure Statement consisting of Part II of the Subadviser’s Form ADV shall be deemed to satisfy such notice requirementCompany. d. In accordance with Rule 206(4)-7 under the Advisers Act, the Subadviser has adopted and implemented written policies and procedures reasonably designed to prevent violation of the Advisers Act and its Rules by the Subadviser and its supervised persons. Further, the Subadviser reviews, at least annually, its written policies and procedures and the effectiveness of their implementation. e. The Subadviser shall: i) Comply with the Manager’s written compliance policies and procedures pursuant to Rule 38a-1; ii) Provide copies of their annual compliance review report (or a summary of the process and findings) and copies of any third-party compliance audits; iii) Notify the Manager promptly of any contact from the SEC or other regulators or Self Regulatory Organization (“SRO”) with respect to the Portfolio and the services provided pursuant to this Agreement (such as an examination, inquiry, investigation, institution of a proceeding, etc.); and iv) Notify the Manager promptly of any material compliance matters (as defined in Rule 38a-1 under the 0000 Xxx) and actions taken in response. f. In accordance with Rule 17a-10 under the 1940 Act and any other applicable law, the Subadviser shall not consult with any other subadviser to the Portfolio or any subadviser to any other portfolio of the Fund or to any other investment company or investment company series for which the Manager serves as investment adviser concerning transactions of the Portfolio in securities or other assets, other than for purposes of complying with conditions of paragraphs (a) and (b) of Rule 12d3-1 under the 1940 Act. g. Unless the Manager gives the Subadviser written instructions to the contrary, the Subadviser shall use its good faith judgment in a manner which it reasonably believes best serves the interest of the Portfolio’s shareholders to vote or abstain from voting all proxies solicited by or with respect to the issuers of securities in which assets of the Portfolio are invested. h. Upon the request of the Manager or the Portfolio’s pricing agent, the Subadviser shall provide reasonable and good faith fair valuations for any securities in the Portfolio for which the Portfolio’s pricing agent has determined current market quotations are not readily available or reliable. In connection with the provision of such securities valuations, the Subadviser shall further provide information concerning the basis upon which the Subadviser’s valuation determination was made as may be reasonably requested by the Manager, and all such information shall be provided in a format reasonably acceptable to the Manager. Except as set forth herein, the Subadviser shall not be responsible for determining valuations for the securities and/or other assets of the Portfolio. i. The Subadviser shall be responsible for expenses relating to the preparation, filing and mailing of any prospectus supplement or other required regulatory filings or mailings, exclusive of annual updates, required as a result of actions taken by the Subadviser.

Sub-Advisory Services. a. The Subadviser shall, subject to the supervision of the Manager and in cooperation with the Manager, as administrator, or with any other administrator appointed by the Manager (the “Administrator”), manage the investment and reinvestment of the assets of the Portfolio. The Subadviser shall invest and reinvest the assets of the Portfolio in conformity accordance with (1) the investment objective, policies and restrictions of the Portfolio set forth in the Fund’s prospectus and statement of additional information, as revised or supplemented from time to time, relating to the Portfolio (the “Prospectus”), (2) any additional policies or guidelines established by the Manager or by the Fund’s Directors that have been furnished in writing to the Subadviser and (3) the provisions of the Internal Revenue Code (the “Code”) 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”), and with all applicable provisions of law, including without limitation all applicable provisions of the 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 (“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 instruments on behalf of the Portfolio, 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 the Portfolio may be invested in such proportions of stocks, bonds, other securities or investment instruments, or cash, as the Subadviser shall determine. Notwithstanding the foregoing provisions of this Section 1.a, however, the Subadviser shall, make reasonable commercial efforts , upon written instructions from the Manager, effect such portfolio transactions for the Portfolio as the Manager shall determine are necessary in order for the Portfolio to comply with the PoliciesPolicies and Subadvisor shall not be liable for any losses resulting from such transactions. b. The Subadviser shall furnish the Manager and the Administrator daily, weekly, monthly, quarterly and/or annual reports concerning portfolio transactions and the investment performance of the Portfolio in such form as may be mutually agreed upon, and agrees to review the Portfolio and discuss the management of the Portfolio with representatives or agents of the Manager, the Administrator or the Fund at their reasonable request. The Subadviser shall, as part of a complete portfolio compliance testing program (and based upon the information regarding the Portfolio in its possession)program, perform quarterly diversification testing under Section 817 (h) of the Code with respect to the PortfolioCode. The Subadviser shall provide timely notice each calendar quarter that such diversification was satisfied, or if not satisfied, that corrections were made within 30 days of the end of the calendar quarter. The Subadviser shall also provide the Manager, the Administrator or the Fund with such other information and reports as may reasonably be requested by the Manager, the Administrator or the Fund from time to time, including without limitation all material as reasonably may be requested by the Directors of the Fund pursuant to Section 15(c) of the 1940 Act. The Subadviser shall furnish the Manager (which may also provide it to the Fund’s Board of Directors) with copies of all material comments that are directly related to the Portfolio and the services provided under this Agreement received from the SEC following routine or special SEC examinations or inspections. c. The Subadviser shall provide to the Manager a copy of the Subadviser’s Form ADV as filed with the SEC Part II and as materially amended from time to time and a list of the persons whom the Subadviser wishes to have authorized to give written and/or oral instructions to custodians of assets of the Portfolio. The Subadviser represents that it will notify the Manager of any change in the membership of the Subadviser within a reasonable time after any such change; delivery of the Subadviser’s Disclosure Statement consisting of Part II of the Subadviser’s Form ADV shall be deemed to satisfy such notice requirement.; d. In accordance with Rule 206(4)-7 under the Advisers Act, the Subadviser has adopted and implemented written policies and procedures reasonably designed to prevent violation of the Advisers Act and its Rules by the Subadviser and its supervised persons. Further, the Subadviser reviews, at least annually, its written policies and procedures and the effectiveness of their implementation. e. The Subadviser shall: i) Comply with the Manager’s written compliance policies and procedures pursuant to Rule 38a-1; ii) Provide copies of their annual compliance review report (or a summary of the process and findings) and copies of any third-party compliance audits; iii) Notify the Manager promptly of any contact from the SEC or other regulators or Self Regulatory Organization (“SRO”) with respect to the Portfolio and the services provided pursuant to this Agreement (such as an examination, inquiry, investigation, institution of a proceeding, etc.); and iv) Notify the Manager promptly of any material compliance matters (as defined in Rule 38a-1 under the 0000 Xxx) and actions taken in response. f. In accordance with Rule 17a-10 under the 1940 Act and any other applicable law, the Subadviser shall not consult with any other subadviser subadviser, to the extent one or more exist, to the Portfolio or any subadviser to any other portfolio of the Fund or to any other investment company or investment company series for which the Manager serves as investment adviser concerning transactions of the Portfolio in securities or other assets, other than for purposes of complying with conditions of paragraphs (a) and (b) of Rule 12d3-1 under the 1940 Act. g. e. Unless the Manager gives the Subadviser written instructions to the contrary, to the extent materials have been received by the Subadviser shall use its good faith judgment in a manner which it reasonably believes best serves the interest of timely fashion from the Portfolio’s shareholders custodian, the Subadviser shall; (i) vote proxies relating to vote or abstain from voting all proxies solicited by or with respect to the issuers of securities in which assets of the Portfolio are invested. h. Upon the request of the Manager or the Portfolio’s pricing agentinvestment securities in accordance with the Fund’s proxy voting policies and procedures which defer to the proxy voting policies and procedures adopted by the Subadviser in conformance with Rule 206(4)-6 under the Investment Advisers Act of 1940 (a summary of which is described in the Subadviser’s Form ADV Part II, as amended from time to time); and (ii) provide corporate action instructions (which shall not include class actions). f. As the delegate of the Directors of the Fund, the Subadviser shall be responsible for consulting with the Manager from time to time (not daily fair valuation) when requested to provide such information on a specific security as Subadviser may have that could be supportive to the Manager in determining a reasonable and good faith fair valuations for any securities in the Portfolio for which the Portfolio’s pricing agent has determined current market quotations are not readily available or reliable. In connection with the provision of such securities valuations, the Subadviser shall further provide information concerning the basis upon which the Subadviser’s valuation determination was made as may be reasonably requested by the Manager, and all such information shall be provided in a format reasonably acceptable to the Manager. Except as set forth herein, the Subadviser shall not be responsible for determining valuations for the securities and/or other assets of the Portfolio. i. g. The Subadviser shall be responsible for expenses relating to the preparation, filing printing and mailing of any prospectus supplement or other required regulatory filings or mailingssupplemental material, exclusive of annual updates, required solely as a result of actions taken by the Subadviser, including but not limited to, portfolio manager changes or disclosure changes requested by the Subadviser that affect the investment objective, principal investment strategies, principal investment risks and portfolio management sections of the prospectus. Application of this provision will not apply where the above-described changes can be implemented through annual updates or revisions otherwise required of the Manager but not prompted solely as a result of actions taken by the Subadviser. h. On occasions when the Subadviser deems the purchase or sale of a security to be in the best interest of the Portfolio as well as other clients of the Subadviser, the Subadviser to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be purchased or sold to attempt to obtain a more favorable price or lower brokerage commissions and efficient execution. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Subadviser in the manner the most equitable and consistent with its fiduciary obligations to the Portfolio and to its other clients. i. The Subadviser, as part of its duties hereunder, is not responsible for determining whether or not the Portfolio is a suitable and appropriate investment for the clients who invest in such Portfolio. j. The Subadviser, as part of its duties hereunder, shall make any and all foreign exchange transactions relating to the Portfolio’s securities transactions by and through the Fund’s custodian. k. The Subadviser may rely on specific information, instructions or requests given or made to Subadviser by the Manager with respect to the Fund, the Portfolio and the management of the Portfolio’s assets, which are believed to be in good faith by the Subadviser to be reliable.

Sub-Advisory Services. a. The Subadviser Sub-Adviser shall, subject to the supervision of the Manager Adviser and in cooperation with the Manager, as administrator, or with any other administrator appointed by the Manager Adviser (the “Administrator”), manage the investment and reinvestment of the assets of the PortfolioFund. The Subadviser Sub-Adviser shall invest and reinvest manage the assets of the Portfolio Fund in conformity with (1) the investment objective, policies and restrictions of the Portfolio Fund set forth in the Fund’s prospectus and statement of additional information, as revised or supplemented from time to time, relating to the Portfolio (the “Prospectus”), (2) any additional changes in, or any additional, policies or guidelines established by the Manager Adviser or by the Fund’s Directors trustees that have been furnished in writing to the Subadviser Sub-Adviser and (3) the provisions of the Internal Revenue Code Code, as amended (the “Code”) ), 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”), and with all applicable provisions of law, including without limitation all applicable provisions of the Investment Company Act of 1940 1940, as amended (the “1940 Act”) ), and the rules and regulations thereunder and the interpretive opinions thereof of the staff of the Securities and Exchange Commission (“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 Restrictionsthereunder. Subject to the foregoing, the Subadviser Sub-Adviser is authorized, in its discretion and without prior consultation with the ManagerAdviser, to buy, sell, lend and otherwise trade in any stocks, bonds and other securities and investment instruments on behalf of the PortfolioFund, 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 the Portfolio Fund may be invested in such proportions of stocks, bonds, other securities or investment instruments, or cash, as the Subadviser Sub-Adviser shall determine. Notwithstanding the foregoing provisions of this Section 1.a, however, the Subadviser Sub-Adviser shall, upon written instructions from the ManagerAdviser, effect such portfolio transactions for the Portfolio Fund as the Manager Adviser shall determine are necessary in order for the Portfolio Fund to comply with the Policies. b. The Subadviser Sub-Adviser shall furnish the Manager Adviser and the Administrator daily, weekly, monthly, quarterly and/or and annual reports concerning portfolio transactions and the investment performance of the Portfolio Fund in such form as may be mutually agreed upon, and agrees to review the Portfolio Fund and discuss the management of the Portfolio Fund with representatives or agents of the ManagerAdviser, the Administrator or the Fund at their reasonable request. The Subadviser shall, as part of a complete portfolio compliance testing program (Sub-Adviser shall permit all books and based upon the information regarding the Portfolio in its possession), perform quarterly diversification testing under Section 817 (h) of the Code records with respect to the PortfolioFund to be inspected and audited by the Adviser and the Administrator at all reasonable times during normal business hours, upon reasonable notice. The Subadviser shall provide timely notice each calendar quarter that such diversification was satisfied, or if not satisfied, that corrections were made within 30 days of the end of the calendar quarter. The Subadviser Sub-Adviser shall also provide the ManagerAdviser, the Administrator or the Fund with such other information and reports as may reasonably be requested by the ManagerAdviser, the Administrator or the Fund from time to time, including without limitation all material as reasonably may be requested by the Directors trustees of the Fund pursuant to Section 15(c) of the 1940 Act. The Subadviser shall furnish the Manager (which may also provide it to the Fund’s Board of Directors) with copies of all material comments that are directly related to the Portfolio and the services provided under this Agreement received from the SEC following routine or special SEC examinations or inspections. c. The Subadviser Sub-Adviser shall provide to the Manager Adviser a copy of the SubadviserSub-Adviser’s Form ADV as filed with the SEC Securities and Exchange Commission and as amended from time to time and a list of the persons whom the Subadviser Sub-Adviser wishes to have authorized to give written and/or oral instructions to custodians of assets of the Portfolio. The Subadviser represents that it will notify the Manager of any change in the membership of the Subadviser within a reasonable time after any such change; delivery of the Subadviser’s Disclosure Statement consisting of Part II of the Subadviser’s Form ADV shall be deemed to satisfy such notice requirementFund. d. In accordance with The Sub-Adviser shall maintain and be bound by a Code of Ethics satisfying the requirements of Rule 206(4)-7 under the Advisers Act, the Subadviser has adopted and implemented written policies and procedures reasonably designed to prevent violation of the Advisers Act and its Rules by the Subadviser and its supervised persons. Further, the Subadviser reviews, at least annually, its written policies and procedures and the effectiveness of their implementation. e. The Subadviser shall: i) Comply with the Manager’s written compliance policies and procedures pursuant to Rule 38a-1; ii) Provide copies of their annual compliance review report (or a summary of the process and findings) and copies of any third-party compliance audits; iii) Notify the Manager promptly of any contact from the SEC or other regulators or Self Regulatory Organization (“SRO”) with respect to the Portfolio and the services provided pursuant to this Agreement (such as an examination, inquiry, investigation, institution of a proceeding, etc.); and iv) Notify the Manager promptly of any material compliance matters (as defined in Rule 38a-1 under the 0000 Xxx) and actions taken in response. f. In accordance with Rule 17a-10 17j-1 under the 1940 Act and any other applicable lawthat has been approved by the Fund, the Subadviser and shall not consult with any other subadviser provide to the Portfolio or any subadviser Fund a current copy of such Code of Ethics, as amended from time to any other portfolio time. e. The Sub-Adviser shall have no responsibility for filing claims on behalf of the Fund or to any other investment company or investment company series for which the Manager serves as investment adviser concerning transactions of the Portfolio in securities or other assets, other than for purposes of complying with conditions of paragraphs (a) and (b) of Rule 12d3-1 under the 1940 Act. g. Unless the Manager gives the Subadviser written instructions to the contrary, the Subadviser shall use its good faith judgment in a manner which it reasonably believes best serves the interest of the Portfolio’s shareholders to vote or abstain from voting all proxies solicited by or with respect to the issuers of securities any class action, bankruptcy proceeding or any other action or proceeding in which assets of the Portfolio are invested. h. Upon the request of the Manager or the Portfolio’s pricing agent, the Subadviser shall provide reasonable and good faith fair valuations for any securities in the Portfolio for which the Portfolio’s pricing agent has determined current market quotations are not readily available or reliable. In connection with the provision of such securities valuations, the Subadviser shall further provide information concerning the basis upon which the Subadviser’s valuation determination was made as Fund may be reasonably requested by the Manager, and all such information shall be provided in a format reasonably acceptable entitled to the Manager. Except as set forth herein, the Subadviser shall not be responsible for determining valuations for the securities and/or other assets of the Portfolio. i. The Subadviser shall be responsible for expenses relating to the preparation, filing and mailing of any prospectus supplement or other required regulatory filings or mailings, exclusive of annual updates, required participate as a result of actions taken by its security holdings. The Sub-Adviser’s responsibility with respect to such matters shall be, at the Subadviserexpense of the Adviser, limited to cooperating with the Adviser and the Fund in making such filings and to using commercially reasonable efforts in sharing applicable information regarding such matters with the Adviser and the Fund.

Sub-Advisory Services. a. The Subadviser Adviser shall, subject to the supervision of the Manager and the Board, and in cooperation with the Manager, as administrator, or with any other administrator appointed by the Manager (the “"Administrator”"), manage the investment and reinvestment of the assets of the PortfolioFund. The Subadviser Adviser shall invest and reinvest manage the assets of the Portfolio Fund in conformity with with: (1) the investment objective, policies and restrictions of the Portfolio Fund set forth in the Fund’s Trust's then-current prospectus and statement of additional information, as revised or supplemented from time to time, information relating to the Portfolio (Fund in the “Prospectus”)form previously provided by the Manager to the Adviser, (2) any additional policies or guidelines established by the Manager or by the Fund’s Directors Board that have been furnished in writing to the Subadviser Adviser and (3) the provisions of the Internal Revenue Code of 1986, as amended (the “"Code”") 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”"), and with all applicable provisions of law, including without limitation all applicable provisions of the Investment Company Act of 1940 1940, as amended (the “"1940 Act”") and the rules and regulations thereunder and the interpretive opinions thereof of the staff of the Securities and Exchange Commission (“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 Restrictionsthereunder. Subject to the foregoing, the Subadviser Adviser 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 PortfolioFund, 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 the Portfolio Fund may be invested in such proportions of stocks, bonds, other securities or investment instruments, or cash, as the Subadviser shall Adviser shall, in its best judgment, determine. Notwithstanding the foregoing provisions of this Section 1.a., however, the Subadviser Adviser shall, upon written instructions from the Manager, effect such portfolio transactions for the Portfolio Fund as the Manager shall determine are necessary in order for the Portfolio Fund to comply with the Policies. b. The Subadviser shall furnish the Manager and the Administrator daily, weekly, monthly, quarterly and/or annual reports concerning portfolio transactions and the investment performance of the Portfolio in such form as may be mutually agreed upon, and agrees to review the Portfolio and discuss the management of the Portfolio with representatives or agents of the Manager, the Administrator or the Fund at their reasonable request. The Subadviser shall, as part of a complete portfolio compliance testing program (and based upon the information regarding the Portfolio in its possession), perform quarterly diversification testing under Section 817 (h) of the Code with respect to the Portfolio. The Subadviser shall provide timely notice each calendar quarter that such diversification was satisfied, or if not satisfied, that corrections were made within 30 days of the end of the calendar quarter. The Subadviser shall also provide the Manager, the Administrator or the Fund with such other information and reports as may reasonably be requested by the Manager, the Administrator or the Fund from time to time, including without limitation all material as reasonably may be requested by the Directors of the Fund pursuant to Section 15(c) of the 1940 Act. The Subadviser shall furnish the Manager (which may also provide it to the Fund’s Board of Directors) with copies of all material comments that are directly related to the Portfolio and the services provided under this Agreement received from the SEC following routine or special SEC examinations or inspections. c. The Subadviser shall provide to the Manager a copy of the Subadviser’s Form ADV as filed with the SEC and as amended from time to time and a list of the persons whom the Subadviser wishes to have authorized to give written and/or oral instructions to custodians of assets of the Portfolio. The Subadviser represents that it will notify the Manager of any change in the membership of the Subadviser within a reasonable time after any such change; delivery of the Subadviser’s Disclosure Statement consisting of Part II of the Subadviser’s Form ADV shall be deemed to satisfy such notice requirement. d. In accordance with Rule 206(4)-7 under the Advisers Act, the Subadviser has adopted and implemented written policies and procedures reasonably designed to prevent violation of the Advisers Act and its Rules by the Subadviser and its supervised persons. Further, the Subadviser reviews, at least annually, its written policies and procedures and the effectiveness of their implementation. e. The Subadviser shall: i) Comply with the Manager’s written compliance policies and procedures pursuant to Rule 38a-1; ii) Provide copies of their annual compliance review report (or a summary of the process and findings) and copies of any third-party compliance audits; iii) Notify the Manager promptly of any contact from the SEC or other regulators or Self Regulatory Organization (“SRO”) with respect to the Portfolio and the services provided pursuant to this Agreement (such as an examination, inquiry, investigation, institution of a proceeding, etc.); and iv) Notify the Manager promptly of any material compliance matters (as defined in Rule 38a-1 under the 0000 Xxx) and actions taken in response. f. In accordance with Rule 17a-10 under the 1940 Act and any other applicable law, the Subadviser shall not consult with any other subadviser to the Portfolio or any subadviser to any other portfolio of the Fund or to any other investment company or investment company series for which the Manager serves as investment adviser concerning transactions of the Portfolio in securities or other assets, other than for purposes of complying with conditions of paragraphs (a) and (b) of Rule 12d3-1 under the 1940 Act. g. Unless the Manager gives the Subadviser written instructions to the contrary, the Subadviser shall use its good faith judgment in a manner which it reasonably believes best serves the interest of the Portfolio’s shareholders to vote or abstain from voting all proxies solicited by or with respect to the issuers of securities in which assets of the Portfolio are invested. h. Upon the request of the Manager or the Portfolio’s pricing agent, the Subadviser shall provide reasonable and good faith fair valuations for any securities in the Portfolio for which the Portfolio’s pricing agent has determined current market quotations are not readily available or reliable. In connection with the provision of such securities valuations, the Subadviser shall further provide information concerning the basis upon which the Subadviser’s valuation determination was made as may be reasonably requested by the Manager, and all such information shall be provided in a format reasonably acceptable to the Manager. Except as set forth herein, the Subadviser shall not be responsible for determining valuations for the securities and/or other assets of the Portfolio. i. The Subadviser shall be responsible for expenses relating to the preparation, filing and mailing of any prospectus supplement or other required regulatory filings or mailings, exclusive of annual updates, required as a result of actions taken by the Subadviser.

Sub-Advisory Services. a. The Subadviser Sub-Adviser shall, subject to the supervision of the Manager and in cooperation with the Manager, as administrator, or with of any other administrator appointed by the Manager (the “"Administrator”"), manage the investment and reinvestment of such portion of the assets of the PortfolioSeries as the Manager may from time to time allocate to the Sub-Adviser for management (such portion, the "Segment") and the Sub-Adviser shall have the authority on behalf of the Series to vote all proxies and exercise all other rights of the Series as a security holder of companies in which the Segment from time to time invests. The Subadviser Sub-Adviser shall invest and reinvest manage the assets of the Portfolio Segment in conformity with (1) the investment objective, policies and restrictions of the Portfolio Series set forth in the Fund’s Trust's prospectus and statement of additional information, as revised or supplemented from time to time, information relating to the Portfolio (the “Prospectus”)Series, (2) any additional policies or guidelines established by the Manager or by the Fund’s Directors Trust's trustees that have been furnished in writing to the Subadviser Sub-Adviser and (3) the provisions of the Internal Revenue Code (the “"Code”") 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”"), and with all applicable provisions of law, including without limitation all applicable provisions of the Investment Company Act of 1940 (the “"1940 Act”") and the rules and regulations thereunder thereunder. For purposes of compliance with the Policies, the Sub-Adviser shall be entitled to treat the Segment as though the Segment constituted the entire Series, and the interpretive opinions thereof Sub-Adviser shall not be responsible in any way for the compliance of any assets of the staff Series, other than the Segment, with the Policies, or for the compliance of the Securities and Exchange Commission (“SEC”) (“SEC Positions”); providedSeries, howevertaken as a whole, that with 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 RestrictionsPolicies. Subject to the foregoing, the Subadviser Sub-Adviser 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 PortfolioSeries, 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 the Portfolio Segment may be invested in such proportions of stocks, bonds, other securities or investment instruments, or cash, as the Subadviser Sub-Adviser shall determine. Notwithstanding the foregoing provisions of this Section 1.a, ; however, the Subadviser Sub-Adviser shall, upon written instructions from the Manager, effect such portfolio transactions for the Portfolio Segment as the Manager shall determine are necessary in order for the Portfolio Series to comply with the Policies. b. The Subadviser Sub-Adviser shall furnish the Manager and the Administrator daily, weekly, monthly, quarterly and/or and annual reports concerning portfolio transactions and the investment performance of the Portfolio Segment in such form as may be mutually agreed upon, and agrees to review the Portfolio Segment and discuss the management of the Portfolio with representatives or agents of the Manager, the Administrator or the Fund at their reasonable requestit. The Subadviser shall, as part of a complete portfolio compliance testing program (Sub-Adviser shall permit all books and based upon the information regarding the Portfolio in its possession), perform quarterly diversification testing under Section 817 (h) of the Code records with respect to the PortfolioSegment to be inspected and audited by the Manager and the Administrator at all reasonable times during normal business hours, upon reasonable notice. The Subadviser shall provide timely notice each calendar quarter that such diversification was satisfied, or if not satisfied, that corrections were made within 30 days of the end of the calendar quarter. The Subadviser Sub-Adviser shall also provide the Manager, the Administrator or the Fund Manager with such other information and reports as may reasonably be requested by the Manager, the Administrator or the Fund Manager from time to time, including without limitation all material as reasonably may be requested by or required to be delivered to the Directors trustees of the Fund pursuant to Section 15(c) of the 1940 Act. The Subadviser shall furnish the Manager (which may also provide it to the Fund’s Board of Directors) with copies of all material comments that are directly related to the Portfolio and the services provided under this Agreement received from the SEC following routine or special SEC examinations or inspectionsTrust. c. The Subadviser Sub-Adviser shall provide to the Manager a copy of the Subadviser’s Sub-Adviser's Form ADV as filed with the SEC Securities and as amended from time to time Exchange Commission and a list of the persons whom the Subadviser Sub-Adviser wishes to have authorized to give written and/or oral instructions to custodians of assets of the Portfolio. The Subadviser represents that it will notify the Manager of any change in the membership of the Subadviser within a reasonable time after any such change; delivery of the Subadviser’s Disclosure Statement consisting of Part II of the Subadviser’s Form ADV shall be deemed to satisfy such notice requirementSeries. d. In accordance with Rule 206(4)-7 under the Advisers Act, the Subadviser has adopted and implemented written policies and procedures reasonably designed to prevent violation of the Advisers Act and its Rules by the Subadviser and its supervised persons. Further, the Subadviser reviews, at least annually, its written policies and procedures and the effectiveness of their implementation. e. The Subadviser shall: i) Comply with the Manager’s written compliance policies and procedures pursuant to Rule 38a-1; ii) Provide copies of their annual compliance review report (or a summary of the process and findings) and copies of any third-party compliance audits; iii) Notify the Manager promptly of any contact from the SEC or other regulators or Self Regulatory Organization (“SRO”) with respect to the Portfolio and the services provided pursuant to this Agreement (such as an examination, inquiry, investigation, institution of a proceeding, etc.); and iv) Notify the Manager promptly of any material compliance matters (as defined in Rule 38a-1 under the 0000 Xxx) and actions taken in response. f. In accordance with Rule 17a-10 under the 1940 Act and any other applicable law, the Subadviser shall not consult with any other subadviser to the Portfolio or any subadviser to any other portfolio of the Fund or to any other investment company or investment company series for which the Manager serves as investment adviser concerning transactions of the Portfolio in securities or other assets, other than for purposes of complying with conditions of paragraphs (a) and (b) of Rule 12d3-1 under the 1940 Act. g. Unless the Manager gives the Subadviser written instructions to the contrary, the Subadviser shall use its good faith judgment in a manner which it reasonably believes best serves the interest of the Portfolio’s shareholders to vote or abstain from voting all proxies solicited by or with respect to the issuers of securities in which assets of the Portfolio are invested. h. Upon the request of the Manager or the Portfolio’s pricing agent, the Subadviser shall provide reasonable and good faith fair valuations for any securities in the Portfolio for which the Portfolio’s pricing agent has determined current market quotations are not readily available or reliable. In connection with the provision of such securities valuations, the Subadviser shall further provide information concerning the basis upon which the Subadviser’s valuation determination was made as may be reasonably requested by the Manager, and all such information shall be provided in a format reasonably acceptable to the Manager. Except as set forth herein, the Subadviser shall not be responsible for determining valuations for the securities and/or other assets of the Portfolio. i. The Subadviser shall be responsible for expenses relating to the preparation, filing and mailing of any prospectus supplement or other required regulatory filings or mailings, exclusive of annual updates, required as a result of actions taken by the Subadviser.

Sub-Advisory Services. a. (a) The Subadviser Adviser shall, subject to the supervision of the Manager and the Trustees, and in cooperation with the Manager, as administrator, or with any other custodian and administrator appointed by the Manager performing the duties of a custodian (the “Administrator”"Custodian"), and administrator (the "Administrator") manage the investment and reinvestment of the assets of the PortfolioFund. The Subadviser Adviser shall invest and reinvest manage the assets of the Portfolio Fund in conformity with (1with: i) the The investment objective, policies and restrictions of the Portfolio Fund as set forth in the Fund’s prospectus and statement of additional information's then-current registration statement, as revised or supplemented filed with the SEC from time to time; and ii) Any procedures, relating to the Portfolio (the “Prospectus”), (2) any additional policies or guidelines established by the Manager or by the Fund’s Directors that have been Trustees and furnished in writing to the Subadviser and (3Adviser; and iii) the The provisions of Subchapter M of the Internal Revenue Code of 1986, and the rules and regulations thereunder, as amended from time to time (the “"Code”"), and iv) Other applicable to “regulated investment companies” (as defined in Section 851 provisions of the Code) and “segregated asset accounts” (as defined in Section 817 of the Code) , including, but not limited towithout limitation, the diversification requirements of under Section 817(h) of the Code Code; and v) The provisions of the 1940 Act and the all other applicable federal and state laws and regulations thereunder, all as from time to time in effect (collectively, the “Policies”"Investment Guidelines"), and with all applicable provisions of law, including without limitation all applicable provisions of the 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 (“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 Adviser 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 PortfolioFund, 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 the Portfolio Fund may be invested in such proportions of stocks, bonds, other securities or investment instruments, or cash, as the Subadviser shall Adviser shall, in its best judgment, determine. Notwithstanding the foregoing any provisions of this Section 1.a, however2(a) to the contrary, the Subadviser Adviser shall, upon written instructions from the Manager, effect such portfolio transactions for the Portfolio Fund as the Manager shall determine are necessary in order for the Portfolio Fund to comply with the Policies. b. above enumerated requirements. The Subadviser Adviser shall furnish the Manager Manager, the Custodian, and the Administrator dailyAdministrator, weeklyas appropriate, with monthly, quarterly and/or and annual reports concerning portfolio transactions transactions, performance, and the investment performance management of the Portfolio Fund in such form as the Manager may be mutually agreed uponreasonably request to assure comparability with other information provided to the Board of Trustees, and agrees to review the Portfolio Fund and discuss the management of the Portfolio Fund with representatives or agents of the Manager, the Administrator or the Fund Administrator, at their reasonable request. The Subadviser shall, as part of a complete portfolio compliance testing program (Adviser shall permit access to all books and based upon the information regarding the Portfolio in its possession), perform quarterly diversification testing under Section 817 (h) of the Code records with respect to the PortfolioFund during normal business hours, on reasonable notice. The Subadviser shall provide timely notice each calendar quarter that such diversification was satisfied, or if not satisfied, that corrections were made within 30 days of the end of the calendar quarter. The Subadviser Adviser shall also provide the Manager, the Administrator or the Fund Administrator, with such other information and reports as the Manager or the Administrator may reasonably be requested by the Manager, the Administrator or the Fund request from time to time. The Adviser shall make one or more portfolio manager(s) or approved investment representatives available for presentations to the Trustees at a meeting of the Board of Trustees at least annually, including without limitation all material as reasonably well as at other meetings as may be requested by reasonably requested. (b) The Adviser shall make available to the Directors Manager, promptly upon request, any of the Fund pursuant Fund's investment records and ledgers as are necessary to Section 15(c) assist the Manager to comply with the requirements of the 1940 Act. The Subadviser shall furnish the Manager (which may also provide it to the Fund’s Board of Directors) with copies of all material comments that are directly related to the Portfolio Act and the services provided under this Agreement received from the SEC following routine or special SEC examinations or inspections. c. The Subadviser shall provide to the Manager a copy of the Subadviser’s Form ADV as filed with the SEC and as amended from time to time and a list of the persons whom the Subadviser wishes to have authorized to give written and/or oral instructions to custodians of assets of the Portfolio. The Subadviser represents that it will notify the Manager of any change in the membership of the Subadviser within a reasonable time after any such change; delivery of the Subadviser’s Disclosure Statement consisting of Part II of the Subadviser’s Form ADV shall be deemed to satisfy such notice requirement. d. In accordance with Rule 206(4)-7 under the Advisers Act, as well as other applicable laws and regulations, and will furnish to regulatory authorities having the Subadviser has adopted requisite authority any information or reports relating to its services under this Agreement that may be requested in order to ascertain whether the Fund is being managed in a manner consistent with applicable laws and implemented written policies regulations. (c) The Adviser shall, in connection with the purchase and procedures reasonably designed sale of securities for the Fund, arrange for the transmission to prevent violation the Custodian on a daily basis, such confirmations, trade tickets, and other documents and information, including, but not limited to, Cusip, Sedol, or other numbers that identify securities to be purchased or sold on behalf of the Advisers Act and Fund, as may be reasonably necessary to enable the Custodian to perform its Rules by the Subadviser and its supervised persons. Further, the Subadviser reviews, at least annually, its written policies and procedures and the effectiveness of their implementation. e. The Subadviser shall: i) Comply with the Manager’s written compliance policies and procedures pursuant to Rule 38a-1; ii) Provide copies of their annual compliance review report (or a summary of the process and findings) and copies of any third-party compliance audits; iii) Notify the Manager promptly of any contact from the SEC or other regulators or Self Regulatory Organization (“SRO”) responsibilities with respect to the Portfolio and the services provided pursuant to this Agreement (such as an examinationFund, inquiryand, investigation, institution of a proceeding, etc.); and iv) Notify the Manager promptly of any material compliance matters (as defined in Rule 38a-1 under the 0000 Xxx) and actions taken in response. f. In accordance with Rule 17a-10 under the 1940 Act and any other applicable law, the Subadviser shall not consult with any other subadviser to the Portfolio or any subadviser to any other portfolio of the Fund or to any other investment company or investment company series for which the Manager serves as investment adviser concerning transactions of the Portfolio in securities or other assets, other than for purposes of complying with conditions of paragraphs (a) and (b) of Rule 12d3-1 under the 1940 Act. g. Unless the Manager gives the Subadviser written instructions to the contrary, the Subadviser shall use its good faith judgment in a manner which it reasonably believes best serves the interest of the Portfolio’s shareholders to vote or abstain from voting all proxies solicited by or with respect to portfolio securities to be purchased or sold through the issuers of securities in which assets Depository Trust Company, and will arrange for the automatic transmission of the Portfolio are investedconfirmation of such trades to the Custodian. h. Upon (d) The Adviser shall prepare and file any schedule or notification required by Regulation 13D-G under the request Securities Exchange Act of 1934, as amended, and shall provide certification with regard to any securities eligible for passive foreign investment credits. (e) The Adviser shall review all proxy solicitation materials and be responsible for voting and handling all proxies in relation to the securities held by the Fund. The Adviser shall instruct the Custodian, the Administrator, and other parties providing services to the Fund to promptly forward misdirected proxy materials to the Adviser. (f) The Manager shall perform quarterly and annual tax compliance tests to ensure that the Fund is in compliance with Subchapter M of the Manager or Code and Section 817(h) of the Portfolio’s pricing agent, the Subadviser shall provide reasonable and good faith fair valuations for any securities in the Portfolio for which the Portfolio’s pricing agent has determined current market quotations are not readily available or reliableCode. In connection with the provision of such securities valuationscompliance tests, the Subadviser Manager shall further prepare and provide information concerning reports to the basis upon which Adviser within ten (10) business days of a calendar quarter end relating to the Subadviser’s valuation determination was made as may be reasonably requested by diversification of the Fund under Subchapter M and Section 817(h) of the Code. The Adviser, and in consultation with the Manager, and all shall review such information shall be provided reports for purposes of determining compliance with such diversification requirements. If it is determined that the Fund is not in a format reasonably acceptable to compliance with the requirements noted above, the Adviser, in consultation with the Manager. Except as set forth herein, will take prompt action to bring the Subadviser shall not be responsible for determining valuations for Fund back into compliance within the securities and/or other assets of time permitted under the PortfolioCode. i. The Subadviser shall be responsible for expenses relating to the preparation, filing and mailing of any prospectus supplement or other required regulatory filings or mailings, exclusive of annual updates, required as a result of actions taken by the Subadviser.

Sub-Advisory Services. a. The Subadviser Sub-Adviser shall, subject to the supervision of the Manager and in cooperation with the Manager, as administrator, or with any other administrator appointed by the Manager (the “Administrator”), manage the investment and reinvestment of such portion the assets of each Fund as the PortfolioManager or its designee may from time to time allocate to the Sub-Adviser for management (each a “Segment” and, collectively, the “Segments”). The Subadviser Sub-Adviser shall invest have the authority on behalf of each Fund to vote and reinvest the assets shall vote all proxies and exercise all other rights of the Portfolio Funds as a security holder of companies in which the Segments from time to time invest. The Sub-Adviser shall manage each Segment in conformity with (1) the investment objective, policies and restrictions of the Portfolio applicable Segment of the applicable Fund set forth in the FundTrust’s prospectus and statement of additional information, as revised or supplemented from time to time, information relating to the Portfolio (the “Prospectus”)Fund, (2) any additional policies or guidelines established by the Manager or by the FundTrust’s Directors trustees that have been furnished in writing to the Subadviser Sub-Adviser and (3) the provisions of the Internal Revenue Code as amended (the “Code”) 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”), and with all applicable provisions of law, including without limitation all applicable provisions of the Investment Company Act of 1940 1940, as amended (the “1940 Act”) and the rules and regulations thereunder thereunder. For purposes of compliance with the Policies, the Sub-Adviser shall be entitled to treat each Segment as though the Segment constituted the entire Fund, and the interpretive opinions thereof Sub-Adviser shall not be responsible in any way for the compliance of any assets of the staff Funds, other than the Segments, with the Policies, or for the compliance of the Securities Funds, taken as a whole, with the Policies. For clarification, the Sub-Adviser is not responsible for the requirements of the Code or the 1940 Act that Natixis Advisors believes should be monitored for at the Fund level (for example, concentration, diversification and Exchange Commission (“SEC”) (“SEC Positions”liquidity limits); 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 Sub-Adviser 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 PortfolioFunds, 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 the Portfolio each Fund may be invested in such proportions of stocks, bonds, other securities or investment instruments, or cash, as the Subadviser Sub-Adviser shall determine. Notwithstanding the foregoing provisions of this Section 1.a, however, the Subadviser Sub-Adviser shall, upon written instructions from the Manager, effect such portfolio transactions for the Portfolio a Segment as the Manager shall determine are necessary in order for the Portfolio applicable Fund to comply with the Policies. b. The Subadviser Sub-Adviser shall furnish the Manager and the Administrator daily, weekly, monthly, quarterly and/or and annual reports concerning portfolio transactions and the investment performance of the Portfolio Series in such form as may be mutually agreed upon, and agrees to review the Portfolio Series and discuss the management of the Portfolio with representatives or agents of the Manager, the Administrator or the Fund at their reasonable requestit. The Subadviser shall, as part of a complete portfolio compliance testing program (Sub-Adviser shall permit all books and based upon the information regarding the Portfolio in its possession), perform quarterly diversification testing under Section 817 (h) of the Code records with respect to the PortfolioSeries to be inspected and audited by the Manager at all reasonable times during normal business hours, upon reasonable notice. The Subadviser shall provide timely notice each calendar quarter that such diversification was satisfied, or if not satisfied, that corrections were made within 30 days of the end of the calendar quarter. The Subadviser Sub-Adviser shall also provide the Manager, the Administrator or the Fund Manager with such other information and reports as may reasonably be requested by the Manager, the Administrator or the Fund Manager from time to time, including without limitation all material as reasonably may be requested by or required to be delivered to the Directors Trustees of the Fund pursuant to Section 15(c) of the 1940 Act. The Subadviser shall furnish the Manager (which may also provide it to the Fund’s Board of Directors) with copies of all material comments that are directly related to the Portfolio and the services provided under this Agreement received from the SEC following routine or special SEC examinations or inspectionsTrust. c. The Subadviser Sub-Adviser shall provide to the Manager a copy of the SubadviserSub-Adviser’s Form ADV as filed with the SEC Securities and as amended from time to time Exchange Commission and a list of the persons whom the Subadviser Sub-Adviser wishes to have authorized to give written and/or oral instructions to custodians of assets of the Portfolio. The Subadviser represents that it will notify the Manager of any change in the membership of the Subadviser within a reasonable time after any such change; delivery of the Subadviser’s Disclosure Statement consisting of Part II of the Subadviser’s Form ADV shall be deemed to satisfy such notice requirementSeries. d. In accordance with Rule 206(4)-7 under the Advisers Act, the Subadviser has adopted and implemented written policies and procedures reasonably designed to prevent violation of the Advisers Act and its Rules by the Subadviser and its supervised persons. Further, the Subadviser reviews, at least annually, its written policies and procedures and the effectiveness of their implementation. e. The Subadviser shall: i) Comply with the Manager’s written compliance policies and procedures pursuant to Rule 38a-1; ii) Provide copies of their annual compliance review report (or a summary of the process and findings) and copies of any third-party compliance audits; iii) Notify the Manager promptly of any contact from the SEC or other regulators or Self Regulatory Organization (“SRO”) with respect to the Portfolio and the services provided pursuant to this Agreement (such as an examination, inquiry, investigation, institution of a proceeding, etc.); and iv) Notify the Manager promptly of any material compliance matters (as defined in Rule 38a-1 under the 0000 Xxx) and actions taken in response. f. In accordance with Rule 17a-10 under the 1940 Act and any other applicable law, the Subadviser shall not consult with any other subadviser to the Portfolio or any subadviser to any other portfolio of the Fund or to any other investment company or investment company series for which the Manager serves as investment adviser concerning transactions of the Portfolio in securities or other assets, other than for purposes of complying with conditions of paragraphs (a) and (b) of Rule 12d3-1 under the 1940 Act. g. Unless the Manager gives the Subadviser written instructions to the contrary, the Subadviser shall use its good faith judgment in a manner which it reasonably believes best serves the interest of the Portfolio’s shareholders to vote or abstain from voting all proxies solicited by or with respect to the issuers of securities in which assets of the Portfolio are invested. h. Upon the request of the Manager or the Portfolio’s pricing agent, the Subadviser shall provide reasonable and good faith fair valuations for any securities in the Portfolio for which the Portfolio’s pricing agent has determined current market quotations are not readily available or reliable. In connection with the provision of such securities valuations, the Subadviser shall further provide information concerning the basis upon which the Subadviser’s valuation determination was made as may be reasonably requested by the Manager, and all such information shall be provided in a format reasonably acceptable to the Manager. Except as set forth herein, the Subadviser shall not be responsible for determining valuations for the securities and/or other assets of the Portfolio. i. The Subadviser shall be responsible for expenses relating to the preparation, filing and mailing of any prospectus supplement or other required regulatory filings or mailings, exclusive of annual updates, required as a result of actions taken by the Subadviser.

Sub-Advisory Services. a. The Subadviser shall, subject to the supervision of the Manager and in cooperation with the Manager, as administrator, or with any other administrator appointed by the Manager (the “Administrator”), manage the investment and reinvestment of the assets of the Portfolio. The Subadviser shall invest and reinvest the assets of the Portfolio in conformity with (1) the investment objective, policies and restrictions of the Portfolio set forth in the Fund’s prospectus and statement of additional information, as revised or supplemented from time to time, relating to the Portfolio (the “Prospectus”), (2) any additional policies or guidelines established by the Manager or by the Fund’s Directors that have been furnished in writing to the Subadviser and (3) the provisions of the Internal Revenue Code (the “Code”) 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”), and with all applicable provisions of law, including without limitation all applicable provisions of the 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 (“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 instruments on behalf of the Portfolio, 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 the Portfolio may be invested in such proportions of stocks, bonds, other securities or investment instruments, or cash, as the Subadviser shall determine. Notwithstanding the foregoing provisions of this Section 1.a, however, the Subadviser shall, upon written instructions from the Manager, effect such portfolio transactions for the Portfolio as the Manager shall determine are necessary in order for the Portfolio to comply with the Policies. b. The Subadviser shall furnish the Manager and the Administrator daily, weekly, monthly, quarterly and/or annual reports concerning portfolio transactions and the investment performance of the Portfolio in such form as may be mutually agreed upon, and agrees to review the Portfolio and discuss the management of the Portfolio with representatives or agents of the Manager, the Administrator or the Fund at their reasonable request. The Subadviser shall, as part of a complete portfolio compliance testing program (and based upon the information regarding the Portfolio in its possession)program, perform quarterly diversification testing under Section 817 (h) of the Code with respect to the PortfolioCode. The Subadviser shall provide timely notice each calendar quarter that such diversification was satisfied, or if not satisfied, that corrections were made within 30 days of the end of the calendar quarter. The Subadviser shall also provide the Manager, the Administrator or the Fund with such other information and reports as may reasonably be requested by the Manager, the Administrator or the Fund from time to time, including without limitation all material as reasonably may be requested by the Directors of the Fund pursuant to Section 15(c) of the 1940 Act. The Subadviser shall furnish the Manager (which may also provide it to the Fund’s Board of Directors) with copies of all material comments that are directly related to the Portfolio and the services provided under this Agreement received from the SEC following routine or special SEC examinations or inspections. c. The Subadviser shall provide to the Manager a copy of the Subadviser’s Form ADV as filed with the SEC and as amended from time to time and a list of the persons whom the Subadviser wishes to have authorized to give written and/or oral instructions to custodians of assets of the Portfolio. The Subadviser represents that it will notify the Manager of any change in the membership of the Subadviser within a reasonable time after any such change; delivery of the Subadviser’s Disclosure Statement consisting of Part II of the Subadviser’s Form ADV shall be deemed to satisfy such notice requirement.; d. In accordance with Rule 206(4)-7 under the Advisers Act, the Subadviser has adopted and implemented written policies and procedures reasonably designed to prevent violation of the Advisers Act and its Rules by the Subadviser and its supervised persons. Further, the Subadviser reviews, at least annually, its written policies and procedures and the effectiveness of their implementation. e. The Subadviser shall: i) Comply with the Manager’s written compliance policies and procedures pursuant to Rule 38a-1; ii) Provide copies of their annual compliance review report (or a summary of the process and findings) and copies of any third-party compliance audits; iii) Notify the Manager promptly of any contact from the SEC or other regulators or Self Regulatory Organization (“SRO”) with respect to the Portfolio and the services provided pursuant to this Agreement (such as an examination, inquiry, investigation, institution of a proceeding, etc.); and iv) Notify the Manager promptly of any material compliance matters (as defined in Rule 38a-1 under the 0000 Xxx) and actions taken in response. f. In accordance with Rule 17a-10 under the 1940 Act and any other applicable law, the Subadviser shall not consult with any other subadviser to the Portfolio or any subadviser to any other portfolio of the Fund or to any other investment company or investment company series for which the Manager serves as investment adviser concerning transactions of the Portfolio in securities or other assets, other than for purposes of complying with conditions of paragraphs (a) and (b) of Rule 12d3-1 under the 1940 Act. g. e. Unless the Manager gives the Subadviser written instructions to the contrary, the Subadviser shall use its good faith judgment in a manner which it reasonably believes best serves the interest of the Portfolio’s shareholders to vote or abstain from voting all proxies solicited by or with respect to the issuers of securities in which assets of the Portfolio are invested. h. Upon f. As the request delegate of the Manager or Directors of the Portfolio’s pricing agentFund, the Subadviser shall provide Manager with information providing the basis for reasonable and good faith fair valuations for any securities in the Portfolio for which the Portfolio’s pricing agent has determined Subadviser deems current market quotations are either not readily available or not reliable. In connection with the provision of such securities valuations, the Subadviser shall further will also provide fair valuation information concerning the basis upon which the Subadviser’s valuation determination was made as may be reasonably requested by the Manager, and all such information shall be provided in a format reasonably acceptable response to the Manager. Except as set forth herein, the Subadviser shall not be responsible for determining valuations for the securities and/or other assets reasonable inquiry of the PortfolioManager or Manager’s delegate. i. g. The Subadviser shall be responsible for expenses relating to the preparation, filing printing and mailing of any prospectus supplement or other required regulatory filings or mailingssupplement, exclusive of annual updates, required solely as a result of actions taken by the Subadviser, including but not limited to, portfolio manager changes or disclosure changes requested by the Subadviser that affect the investment objective, principal investment strategies, principal investment risks and portfolio management sections of the prospectus. Application of this provision will not apply where the above-described changes can be implemented through annual updates or revisions otherwise required of the Manager but not prompted solely as a result of actions taken by the Subadviser.

Sub-Advisory Services. a. (a) The Subadviser Adviser hereby appoints the Sub-Adviser to act as an investment adviser to the Fund for the periods and on the terms herein set forth. The Sub-Adviser accepts such appointment and agrees to render the services herein set forth, for the compensation herein provided. (b) The Sub-Adviser shall, subject to the supervision and oversight of the Manager and in cooperation with the Manager, as administrator, or with any other administrator appointed by the Manager (the “Administrator”)Adviser, manage the investment and reinvestment of such portion of the assets of the PortfolioFund, as the Adviser may from time to time allocate to the Sub-Adviser for management (the “Sub-Advised Assets”). The Subadviser Sub-Adviser shall invest and reinvest manage the assets of the Portfolio Sub-Advised Assets in conformity with (1i) the investment objective, policies and restrictions of the Portfolio Fund set forth in the FundTrust’s prospectus and statement of additional informationinformation relating to the Fund, as revised or supplemented they may be amended from time to time, relating to the Portfolio (the “Prospectus”), (2) any additional policies or guidelines guidelines, including without limitation compliance policies and procedures, established by the Manager Adviser, the Trust’s Chief Compliance Officer, or by the Fund’s Directors Board that have been furnished in writing to the Subadviser and Sub-Adviser by the Adviser, (3ii) the provisions asset diversification tests applicable to regulated investment companies pursuant to section 851(b)(3) of the Internal Revenue Code Code, (iii) the “Code”) applicable to “regulated investment companies” (as defined in Section 851 of written instructions and directions received from 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 Adviser and the regulations thereunder, all Trust as from time to time in effect delivered; and (collectively, iv) the “Policies”), and with all applicable provisions of law, including without limitation all applicable provisions requirements of the Investment Company Act of 1940 (the “1940 Act”) ), the rules and regulations thereunder and the interpretive opinions thereof Investment Advisers Act of the staff of the Securities and Exchange Commission 1940 (“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 RestrictionsAdvisers Act”), and all other federal and state laws applicable to inform registered investment companies and the Subadviser promptly Sub-Adviser’s duties under this Agreement, all as may be in effect from time to time. The foregoing are referred to below together as the “Policies.” For purposes of compliance with the Policies, the Sub-Adviser shall be entitled to treat the Sub-Advised Assets as though the Sub-Advised Assets constituted the entire Fund, and the Sub-Adviser shall not be responsible in any way for the compliance of any changes in such Insurance Restrictionsassets of the Fund, other than the Sub-Advised Assets, with the Policies. Subject to the foregoing, the Subadviser Sub-Adviser is authorized, in its discretion and without prior consultation with the ManagerAdviser, to buy, sell, lend and otherwise trade in any stocks, bonds and other securities and investment instruments on behalf of the PortfolioFund, 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 the Portfolio Sub-Advised Assets may be invested in such proportions of stocks, bonds, other securities or investment instruments, or cash, as the Subadviser Sub-Adviser shall determine. Notwithstanding the foregoing provisions of this Section 1.a1(b), however, (i) the Subadviser Sub-Adviser shall, upon and in accordance with written instructions from the ManagerAdviser, effect such portfolio transactions for the Portfolio Sub-Advised Assets as the Manager Adviser shall determine are necessary in order for the Portfolio Fund to comply with the Policies, and (ii) upon notice to the Sub-Adviser, the Adviser may effect in-kind redemptions with shareholders of the Fund with securities included within the Sub-Advised Assets. b. The Subadviser (c) Absent instructions from the Adviser or the officers of the Trust to the contrary, the Sub-Adviser shall furnish place orders pursuant to its determinations either directly with the Manager issuer or with any broker and/or dealer or other person who deals in the securities in which the Fund is trading. With respect to common and the Administrator dailypreferred stocks, weekly, monthly, quarterly and/or annual reports concerning in executing portfolio transactions and selecting brokers or dealers, the investment performance Sub-Adviser shall use its best judgment to obtain the best overall terms available. In assessing the best overall terms available for any transaction, the Sub-Adviser shall consider all factors it deems relevant, which may include the breadth of the Portfolio market in such form as may be mutually agreed uponthe security, the price of the security, the financial condition and execution capability of the broker or dealer, and agrees to review the Portfolio and discuss the management reasonableness of the Portfolio with representatives commission, if any, both for the specific transaction and on a continuing basis. In evaluating the best overall terms available and in selecting the broker or agents of the Managerdealer to execute a particular transaction, the Administrator or Sub-Adviser may also consider the Fund at their reasonable request. The Subadviser shall, brokerage and research services (as part of a complete portfolio compliance testing program (and based upon the information regarding the Portfolio those terms are defined in its possession), perform quarterly diversification testing under Section 817 (h28(e) of the Code with Securities Exchange Act of 1934) provided to the Fund and/or other account over which the Sub-Adviser and/or an affiliate of the Sub-Adviser exercises investment discretion. With respect to securities other than common and preferred stocks, in placing orders with brokers, dealers or other persons, the Portfolio. The Subadviser Sub-Adviser shall provide timely notice each calendar quarter attempt to obtain the best price and execution of its orders, provided that to the extent the execution and price available from more than one broker, dealer or other such diversification was satisfiedperson are believed to be comparable, the Sub-Adviser may, at its discretion but subject to applicable law, select the executing broker, dealer or if not satisfied, that corrections were made within 30 days such other person on the basis of the end Sub-Adviser’s opinion of the calendar quarterreliability and quality of such broker, dealer or such other person; broker or dealers selected by the Sub-Adviser for the purchase and sale of securities or other investment instruments for the Sub-Advised Assets may include brokers or dealers affiliated with the Sub-Adviser, provided such orders comply with Rules 17e-1 and 10f-3 under the 1940 Act and the Trust’s Rule 17e-1 and Rule 10f-3 Procedures, respectively, in all respects or any other applicable exemptive rules or orders applicable to the Sub-Adviser. The Subadviser shall also provide Notwithstanding the Managerforegoing, the Administrator Sub-Adviser will not effect any transaction with a broker or the Fund with such other information and reports as may reasonably be requested by the Manager, the Administrator or the Fund from time to time, including without limitation all material as reasonably may be requested by the Directors of the Fund pursuant to Section 15(c) of the 1940 Act. The Subadviser shall furnish the Manager (which may also provide it to the Fund’s Board of Directors) with copies of all material comments dealer that are directly related to the Portfolio and the services provided under this Agreement received from the SEC following routine or special SEC examinations or inspections. c. The Subadviser shall provide to the Manager a copy of the Subadviser’s Form ADV as filed with the SEC and as amended from time to time and a list of the persons whom the Subadviser wishes to have authorized to give written and/or oral instructions to custodians of assets of the Portfolio. The Subadviser represents that it will notify the Manager of any change in the membership of the Subadviser within a reasonable time after any such change; delivery of the Subadviser’s Disclosure Statement consisting of Part II of the Subadviser’s Form ADV shall be deemed to satisfy such notice requirement. d. In accordance with Rule 206(4)-7 under the Advisers Act, the Subadviser has adopted and implemented written policies and procedures reasonably designed to prevent violation of the Advisers Act and its Rules by the Subadviser and its supervised persons. Further, the Subadviser reviews, at least annually, its written policies and procedures and the effectiveness of their implementation. e. The Subadviser shall: i) Comply with the Manager’s written compliance policies and procedures pursuant to Rule 38a-1; ii) Provide copies of their annual compliance review report (or a summary of the process and findings) and copies of any third-party compliance audits; iii) Notify the Manager promptly of any contact from the SEC or other regulators or Self Regulatory Organization (is an “SRO”) with respect to the Portfolio and the services provided pursuant to this Agreement (such as an examination, inquiry, investigation, institution of a proceeding, etc.); and iv) Notify the Manager promptly of any material compliance matters affiliated person” (as defined in Rule 38a-1 under the 0000 Xxx) and actions taken in responseof the Sub-Adviser or the Adviser without the prior approval of the Adviser. The Adviser shall provide the Sub-Adviser with a list of brokers or dealers that are affiliated persons of the Adviser. f. In accordance with Rule 17a-10 (d) The Sub-Adviser acknowledges that the Adviser and the Trust may rely on Rules 17a-7, 17a-10, 10f-3 and 17e-1 under the 1940 Act Act, and any other applicable law, the Subadviser Sub-Adviser hereby agrees that it shall not consult with any other subadviser investment adviser to the Portfolio Trust with respect to transactions in securities for the Sub-Advised Assets or any subadviser to any other portfolio of transactions in the Fund or to any other investment company or investment company series for which the Manager serves as investment adviser concerning transactions of the Portfolio in securities or other Trust’s assets, other than for the purposes of complying with the conditions of paragraphs (a) and (b) of Rule 12d3-1 under the 1940 Act. g. Unless (e) The Sub-Adviser has provided the Manager gives Adviser with a summary of its compliance policies and procedures which the Subadviser written instructions Sub-Adviser hereby represents and warrants to the contrary, the Subadviser shall use its good faith judgment in a manner which it reasonably believes best serves the interest Adviser that such compliance policies and procedures are designed for compliance with “federal securities laws” (as such term is defined under Rule 38a-1 of the Portfolio0000 Xxx) and Rule 206(4)-7 of the Advisers Act (the “Sub-Adviser Compliance Policies”). The Sub-Adviser will make available to the Adviser a true and complete set of the Sub-Adviser Compliance Policies for on-site review upon reasonable request. The Sub-Adviser’s shareholders chief compliance officer (“Sub-Adviser CCO”) or his or her delegates shall provide to vote the Trust’s Chief Compliance Officer (“Trust CCO”) or abstain from voting all proxies solicited his or her delegate promptly (and in no event more than 10 business days) the following: (i) a report of any material changes to the Sub-Adviser Compliance Policies; (ii) a report of any “material compliance matters,” as defined by or Rule 38a-1 under the 1940 Act, that have occurred in connection with the Sub-Adviser Compliance Policies; (iii) a summary of the findings of the Sub-Adviser CCO’s report with respect to the issuers annual review, relating to the portfolio management services to the Fund as described in this Agreement, pursuant to Rule 206(4)-7 under the Advisers Act; and (iv) an annual (or more frequently as the Trust CCO may request) certification regarding the Sub-Adviser’s compliance with Rule 206(4)-7 under the Advisers Act and Section 38a-1 of the 1940 Act as well as the foregoing sub-paragraphs (i) – (iii). (f) The Sub-Adviser may, on occasions when it deems the purchase or sale of a security to be in the best interests of the Fund as well as other fiduciary or agency accounts managed by the Sub-Adviser, aggregate, to the extent permitted by applicable laws and regulations, the securities to be sold or purchased in order to obtain the best overall terms available and execution with respect to common and preferred stocks and the best net price and execution with respect to other securities. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Sub-Adviser in the manner it considers to be most fair and equitable over time to the Fund and to its other accounts. (g) The Sub-Adviser, in connection with its rights and duties with respect to the Fund and the Trust shall use the care, skill, prudence and diligence under the circumstances then prevailing that a prudent person acting in a like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aims. (h) The services of the Sub-Adviser hereunder are not deemed exclusive and the Sub-Adviser shall be free to render similar services to others (including other investment companies) so long as its services under this Agreement are not impaired thereby. The Sub-Adviser will waive enforcement of any non-compete agreement or other agreement or arrangement to which it is currently a party that restricts, limits, or otherwise interferes with the ability of the Adviser to employ or engage any person or entity to provide investment advisory or other services and will transmit to any person or entity notice of such waiver as may be required to give effect to this provision; and the Sub-Adviser will not become a party to any non-compete agreement or any other agreement, arrangement, or understanding that would restrict, limit, or otherwise interfere with the ability of the Adviser and the Trust or any of their affiliates to employ or engage any person or organization, now or in the future, to manage the Fund or any other assets managed by the Adviser. (i) The Sub-Adviser shall furnish the Adviser and the administrators of the Trust (together, the “Administrators”) monthly, quarterly and annual reports concerning portfolio transactions and performance of the Sub-Advised Assets as the Adviser may reasonably determine in such form as may be mutually agreed upon, and agrees to review the Sub-Advised Assets with the Adviser and discuss the management of them. The Sub-Adviser shall promptly respond to requests by the Adviser, the Administrators to the Trust, and the Trust CCO or their delegates for copies of the pertinent books and records maintained by the Sub-Advisers relating directly to the Fund. The Sub-Adviser shall also provide the Adviser with such other information and reports, including information and reports related to compliance matters, as may reasonably be requested by them from time to time, including without limitation all material requested by or required to be delivered to the Board. Unless otherwise instructed by the Adviser, the Sub-Adviser shall not have the power, discretion or responsibility to vote any proxies in connection with securities in which assets the Sub-Advised Assets may be invested, and the Adviser shall retain such responsibility. If received in a timely manner from the Custodian, the Sub-Adviser, or its third party designee acting on its behalf, is authorized to deal with reorganizations, exchange offers and other corporate actions with respect to such investment instruments unless the Client otherwise specifically directs in writing (j) Unless the Sub-Adviser otherwise agrees in writing, the Sub-Adviser will not advise or take any action on behalf of the Portfolio are investedFund in any contemplated or actual legal proceedings, including but not limited to bankruptcies, tax reclaims or class actions (including the filing of proofs of claim), and the Sub-Adviser will not be responsible for determining the Fund’s eligibility to participate in any such proceeding with respect to any securities or other instruments held or formerly held in the Sub-Advised Asset, or for taking any action in connection with such proceeding, and the Adviser expressly reserves this authority for itself. The Sub-Adviser will provide prompt notice to the Adviser of any contemplated or actual legal proceedings with respect to any securities or other instruments held or formerly held in the Sub-Advised Assets. h. Upon (k) The Sub-Adviser shall cooperate promptly and fully, to the request of extent permitted by applicable laws, rules and regulations, with the Manager Adviser and/or the Trust in responding to any regulatory or compliance examinations or inspections (including any information requests) relating to the Trust, the Fund or the Portfolio’s pricing agentAdviser brought by any governmental or regulatory authorities. The Sub-Adviser, as hereby authorized by the Subadviser Adviser, shall provide to the Trust CCO or his or her delegate notice of any deficiencies that are identified by the United States Securities and Exchange Commission (“SEC”) in written correspondence to the Sub-Adviser and that relate to the services provided by the Sub-Adviser to the Fund pursuant to this Agreement. The Sub-Adviser shall provide such notification within a reasonable and good faith fair valuations for any securities in period after receiving the Portfolio for which the Portfolio’s pricing agent has determined current market quotations are not readily available or reliablecorrespondence. In connection The Sub-Adviser shall provide additional information with the provision of respect to such securities valuations, the Subadviser shall further provide information concerning the basis upon which the Subadviser’s valuation determination was made deficiencies as may be is reasonably requested by the Manager, and all such information Adviser or the Trust CCO or his or her delegate. (1) The Sub-Adviser shall be provided in a format reasonably acceptable to responsible for the Managerpreparation and filing of Schedule 13G and Form 13F on behalf of the Sub-Advised Assets. Except as set forth herein, the Subadviser The Sub-Adviser shall not be responsible for determining valuations the preparation or filing of any other reports required on behalf of the Sub-Advised Assets, except as may be expressly agreed to in writing. (m) The Sub-Adviser shall maintain separate detailed records of all matters pertaining to the Sub-Advised Assets, including, without limitation, brokerage and other records of all securities transactions. Any records required to be maintained and preserved pursuant to the provisions of Rule 31a-1 and Rule 31a-2 promulgated under the 1940 Act that are prepared or maintained by the Sub-Adviser on behalf of the Trust are the property of the Trust and will be surrendered promptly to the Trust upon request. The Sub-Adviser further agrees to preserve for the securities and/or other assets of periods prescribed in Rule 31a-2 under the Portfolio1940 Act the records required to be maintained under Rule 31a-1 under the 1940 Act. i. (n) The Subadviser Sub-Adviser shall be responsible for expenses relating to promptly notify the preparation, filing and mailing Adviser of any prospectus supplement or other required regulatory filings or mailings, exclusive of annual updates, required as a result of actions taken by financial condition that is likely to impair the SubadviserSub-Adviser’s ability to fulfill its commitments under this Agreement.

Sub-Advisory Services. a. The Subadviser Sub-Adviser shall, subject to the supervision of the Manager and in cooperation with the Manager, as administrator, or with of any other administrator appointed by the Manager (the “"Administrator”"), manage the investment and reinvestment of such portion of the assets of the PortfolioSeries as the Manager may from time to time allocate to the Sub-Adviser for management (such portion, the "Segment"), and the Sub-Adviser shall have the authority on behalf of the Series to vote all proxies and exercise all other rights of the Series as a security holder of companies in which the Segment from time to time invests. The Subadviser Sub-Adviser shall invest and reinvest manage the assets of the Portfolio Segment in conformity with (1) the investment objective, policies and restrictions of the Portfolio Series set forth in the Fund’s Trust's prospectus and statement of additional information, as revised or supplemented from time to time, information relating to the Portfolio (the “Prospectus”)Series, (2) any additional policies or guidelines established by the Manager or by the Fund’s Directors Trust's trustees that have been furnished in writing to the Subadviser Sub-Adviser and (3) the provisions of the Internal Revenue Code (the “"Code”") 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”"), and with all applicable provisions of law, including without limitation all applicable provisions of the Investment Company Act of 1940 1940, as amended (the “"1940 Act”") and the rules and regulations thereunder thereunder. For purposes of compliance with the Policies, the Sub-Adviser shall be entitled to treat the Segment as though the Segment constituted the entire Series, and the interpretive opinions thereof Sub-Adviser shall not be responsible in any way for the compliance of any assets of the staff Series, other than the Segment, with the Policies, or for the compliance of the Securities and Exchange Commission (“SEC”) (“SEC Positions”); providedSeries, howevertaken as a whole, that with 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 RestrictionsPolicies. Subject to the foregoing, the Subadviser Sub-Adviser 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 PortfolioSeries, 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 the Portfolio Segment may be invested in such proportions of stocks, bonds, other securities or investment instruments, or cash, as the Subadviser Sub-Adviser shall determine. Notwithstanding the foregoing provisions of this Section 1.a., however, the Subadviser Sub-Adviser shall, upon written instructions from the Manager, effect such portfolio transactions for the Portfolio Segment as the Manager shall determine are necessary in order for the Portfolio Series to comply with the Policies. b. The Subadviser Sub-Adviser shall furnish the Manager and the Administrator daily, weekly, monthly, quarterly and/or and annual reports concerning portfolio transactions and the investment performance of the Portfolio Segment in such form as may be mutually agreed upon, and agrees to review the Portfolio Segment and discuss the management of the Portfolio with representatives or agents of the Manager, the Administrator or the Fund at their reasonable requestit. The Subadviser shall, as part of a complete portfolio compliance testing program (Sub- Adviser shall permit all books and based upon the information regarding the Portfolio in its possession), perform quarterly diversification testing under Section 817 (h) of the Code records with respect to the PortfolioSegment to be inspected and audited by the Manager and the Administrator at all reasonable times during normal business hours, upon reasonable notice. The Subadviser shall provide timely notice each calendar quarter that such diversification was satisfied, or if not satisfied, that corrections were made within 30 days of the end of the calendar quarter. The Subadviser Sub-Adviser shall also provide the Manager, the Administrator or the Fund Manager with such other information and reports as may reasonably be requested by the Manager, the Administrator or the Fund Manager from time to time, including without limitation all material as reasonably may be requested by or required to be delivered to the Directors trustees of the Fund pursuant to Section 15(c) of the 1940 Act. The Subadviser shall furnish the Manager (which may also provide it to the Fund’s Board of Directors) with copies of all material comments that are directly related to the Portfolio and the services provided under this Agreement received from the SEC following routine or special SEC examinations or inspectionsTrust. c. The Subadviser Sub-Adviser shall provide to the Manager a copy of the Subadviser’s Sub- Adviser's Form ADV as filed with the SEC Securities and as amended from time to time Exchange Commission and a list of the persons whom the Subadviser Sub-Adviser wishes to have authorized to give written and/or oral instructions to custodians of assets of the Portfolio. The Subadviser represents that it will notify the Manager of any change in the membership of the Subadviser within a reasonable time after any such change; delivery of the Subadviser’s Disclosure Statement consisting of Part II of the Subadviser’s Form ADV shall be deemed to satisfy such notice requirementSeries. d. In accordance with Rule 206(4)-7 under the Advisers Act, the Subadviser has adopted and implemented written policies and procedures reasonably designed to prevent violation of the Advisers Act and its Rules by the Subadviser and its supervised persons. Further, the Subadviser reviews, at least annually, its written policies and procedures and the effectiveness of their implementation. e. The Subadviser shall: i) Comply with the Manager’s written compliance policies and procedures pursuant to Rule 38a-1; ii) Provide copies of their annual compliance review report (or a summary of the process and findings) and copies of any third-party compliance audits; iii) Notify the Manager promptly of any contact from the SEC or other regulators or Self Regulatory Organization (“SRO”) with respect to the Portfolio and the services provided pursuant to this Agreement (such as an examination, inquiry, investigation, institution of a proceeding, etc.); and iv) Notify the Manager promptly of any material compliance matters (as defined in Rule 38a-1 under the 0000 Xxx) and actions taken in response. f. In accordance with Rule 17a-10 under the 1940 Act and any other applicable law, the Subadviser shall not consult with any other subadviser to the Portfolio or any subadviser to any other portfolio of the Fund or to any other investment company or investment company series for which the Manager serves as investment adviser concerning transactions of the Portfolio in securities or other assets, other than for purposes of complying with conditions of paragraphs (a) and (b) of Rule 12d3-1 under the 1940 Act. g. Unless the Manager gives the Subadviser written instructions to the contrary, the Subadviser shall use its good faith judgment in a manner which it reasonably believes best serves the interest of the Portfolio’s shareholders to vote or abstain from voting all proxies solicited by or with respect to the issuers of securities in which assets of the Portfolio are invested. h. Upon the request of the Manager or the Portfolio’s pricing agent, the Subadviser shall provide reasonable and good faith fair valuations for any securities in the Portfolio for which the Portfolio’s pricing agent has determined current market quotations are not readily available or reliable. In connection with the provision of such securities valuations, the Subadviser shall further provide information concerning the basis upon which the Subadviser’s valuation determination was made as may be reasonably requested by the Manager, and all such information shall be provided in a format reasonably acceptable to the Manager. Except as set forth herein, the Subadviser shall not be responsible for determining valuations for the securities and/or other assets of the Portfolio. i. The Subadviser shall be responsible for expenses relating to the preparation, filing and mailing of any prospectus supplement or other required regulatory filings or mailings, exclusive of annual updates, required as a result of actions taken by the Subadviser.

Sub-Advisory Services. a. (a) The Subadviser Adviser shall, subject to the supervision of the Manager and the Trustees, and in cooperation with the Manager, as administrator, or with any other custodian and administrator appointed by the Manager performing the duties of a custodian (the “Administrator”"Custodian"), and administrator (the "Administrator") manage the investment and reinvestment of the assets of the PortfolioFund. The Subadviser Adviser shall invest and reinvest manage the assets of the Portfolio Fund in conformity with (1with: i) the The investment objective, policies and restrictions of the Portfolio Fund as provided for Adviser's prior review and comment not less than ten (10) business days in advance or as otherwise agreed to by the parties, and as set forth in the Fund’s prospectus and statement of additional information's then-current registration statement, as revised or supplemented filed with the SEC from time to time; and ii) Any procedures, relating to the Portfolio (the “Prospectus”), (2) any additional policies or guidelines established by the Manager or by the Fund’s Directors that have been Trustees and furnished in writing to the Subadviser and Adviser for its prior approval not less than ten (310) the business days in advance, which approval shall not be unreasonably withheld; and iii) The provisions of Subchapter M of the Internal Revenue Code of 1986, and the rules and regulations thereunder, as amended from time to time (the “"Code”"); and iv) Other applicable to “regulated investment companies” (as defined in Section 851 provisions of the Code) and “segregated asset accounts” (as defined in Section 817 of the Code) , including, but not limited towithout limitation, the diversification requirements of under Section 817(h) of the Code Code; and v) The provisions of the 1940 Act and the all other applicable federal and state laws and regulations thereunder, all as from time to time in effect (collectively, the “Policies”"Investment Guidelines"), and with all applicable provisions of law, including without limitation all applicable provisions of the 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 (“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 Adviser 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 PortfolioFund, 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 the Portfolio Fund may be invested in such proportions of stocks, bonds, other securities or investment instruments, or cash, as the Subadviser shall Adviser shall, in its best judgment, determine. Notwithstanding the foregoing any provisions of this Section 1.a, however2(a) to the contrary, the Subadviser Adviser shall, upon written instructions from the Manager, effect such portfolio transactions for the Portfolio Fund as the Manager shall determine are necessary in order for the Portfolio Fund to comply with the Policies. b. above enumerated requirements. Adviser makes no representation or warrantY, expres$ or implied, that any level of performance or investment results will be achieved by the Fund or that the Fund will perform comparably with any standard or index, including other clients of Adviser, whether public or private. The Subadviser Adviser shall furnish the Manager Manager, the Custodian and the Administrator dailyAdministrator, weeklyas appropriate, with monthly, quarterly and/or and annual reports concerning portfolio transactions transactions, performance, and the investment performance management of the Portfolio Fund in such form as the Manager may reasonably request to assure comparability with other information provided to the Board of Trustees, provided, however that Adviser shall not be mutually agreed uponresponsible for Fund accounting and shall not be required to generate information derived from Fund accounting data, and agrees to review the Portfolio Fund and discuss the management of the Portfolio Fund with representatives or agents of the Manager, the Administrator or the Fund Administrator, at their reasonable request. The Subadviser shall, as part of a complete portfolio compliance testing program (Adviser shall permit access to all books and based upon the information regarding the Portfolio in its possession), perform quarterly diversification testing under Section 817 (h) of the Code records with respect to the PortfolioFund during normal business hours, on reasonable notice. The Subadviser shall provide timely notice each calendar quarter that such diversification was satisfied, or if not satisfied, that corrections were made within 30 days of the end of the calendar quarter. The Subadviser Adviser shall also provide the Manager, the Administrator or the Fund Administrator, with such other information and reports as the Manager or the Administrator may reasonably be requested by the Manager, the Administrator or the Fund request from time to time. The Adviser shall use commercially reasonable efforts to make senior portfolio manager(s) or other appropriate Janus representatives available for presentations to the Trustees at a meeting of the Board of Trustees at least annually, including without limitation all material as well as other meetings as may be reasonably requested. (b) The Adviser shall make available to the Manager, promptly upon request, any of the Fund's investment records and ledgers as are necessary to assist the Manager to comply with the requirements of the 1940 Act and the Advisers Act, as well as other applicable laws and regulations, and will furnish to regulatory authorities having the requisite authority any information or reports relating to its services under this Agreement that may be requested by in order to ascertain whether the Directors Fund is being managed in a manner consistent with applicable laws and regulations. (c) The Adviser shall, in connection with the purchase and sale of securities for the Fund, arrange for the transmission to the Custodian on a daily basis, such confirmations, trade tickets, and other documents and information, including, but not limited to, Cusip, Sedol, or other numbers that identify securities to be purchased or sold on behalf of the Fund pursuant Fund, as may be reasonably necessary to Section 15(c) of enable the 1940 Act. The Subadviser shall furnish the Manager (which may also provide it Custodian to perform its responsibilities with respect to the Fund’s Board , and, with respect to portfolio securities to be purchased or sold through the Depository Trust Company, and will arrange for the transmission of Directors) with copies the confirmation of all material comments that are directly related such trades to the Portfolio and the services provided under this Agreement received from the SEC following routine or special SEC examinations or inspectionsCustodian. c. (d) The Subadviser Adviser shall provide to prepare and file any schedule or notification required by Regulation 13D-G under the Manager a copy Securities and Exchange Act of the Subadviser’s Form ADV 1934, as filed with the SEC and as amended from time to time and a list of the persons whom the Subadviser wishes to have authorized to give written and/or oral instructions to custodians of assets of the Portfolioamended. The Subadviser represents that it will Adviser shall also use reasonable commercial efforts to notify the Manager of any change in those portfolio investments held by the membership Fund which constitute "passive foreign investment companies" within the meaning of Section 1297 of the Subadviser within Internal Revenue Code of 1986, as amended (each a reasonable time after any "PFIC"). Any investments so identified shall be reported to the Manager; provided, however that the Adviser does not, and shall not be required to, warrant the accuracy or completeness of such change; delivery information. The Adviser agrees to comply with requests by the Manager (or its auditor) for information regarding particular Fund investments to assist the Adviser in a definitive determination of the Subadviser’s Disclosure Statement consisting PFIC status of Part II such investments, provided that such information is within the Adviser's control or is obtainable with reasonable effort. The Adviser shall not be responsible for the preparation of the Subadviser’s Form ADV shall be deemed to satisfy such notice requirement. d. In accordance with Rule 206(4)-7 under the Advisers Act, the Subadviser has adopted and implemented written policies and procedures reasonably designed to prevent violation of the Advisers Act and its Rules by the Subadviser and its supervised persons. Further, the Subadviser reviews, at least annually, its written policies and procedures and the effectiveness of their implementation. e. The Subadviser shall: i) Comply with the Manager’s written compliance policies and procedures pursuant to Rule 38a-1; ii) Provide copies of their annual compliance review report (or a summary of the process and findings) and copies filing of any third-party compliance audits; iii) Notify the Manager promptly of any contact from the SEC or other regulators or Self Regulatory Organization (“SRO”) with respect to the Portfolio and the services provided pursuant to this Agreement (such as an examination, inquiry, investigation, institution of a proceeding, etc.); and iv) Notify the Manager promptly of any material compliance matters (as defined in Rule 38a-1 under the 0000 Xxx) and actions taken in response. f. In accordance with Rule 17a-10 under the 1940 Act and any other applicable law, the Subadviser shall not consult with any other subadviser to the Portfolio or any subadviser to any other portfolio of the Fund or to any other investment company or investment company series for which the Manager serves as investment adviser concerning transactions of the Portfolio in securities or other assets, other than for purposes of complying with conditions of paragraphs (a) and (b) of Rule 12d3-1 under the 1940 Act. g. Unless the Manager gives the Subadviser written instructions to the contrary, the Subadviser shall use its good faith judgment in a manner which it reasonably believes best serves the interest of the Portfolio’s shareholders to vote or abstain from voting all proxies solicited by or with respect to the issuers of securities in which assets of the Portfolio are invested. h. Upon the request reports required of the Manager or the Portfolio’s pricing agentFund by any governmental or regulatory agency, except as expressly agreed to in writing. (e) The Adviser shall review all proxy solicitation materials and be responsible for voting and handling all proxies in relation to the securities held by the Fund. The Adviser shall instruct the Custodian, the Subadviser Administrator, and other parties providing services to the Fund to promptly forward misdirected proxy materials to the Adviser. (f) The Manager shall provide reasonable perform quarterly and good faith fair valuations for any securities annual tax compliance tests to ensure that the Fund is in compliance with Subchapter M of the Portfolio for which Code and Section 817(h) of the Portfolio’s pricing agent has determined current market quotations are not readily available or reliableCode. In connection with the provision of such securities valuationscompliance tests, the Subadviser Manager shall further prepare and provide information concerning reports to the basis upon which Adviser within ten (10) business days of a calendar quarter end relating to the Subadviser’s valuation determination was made as may be reasonably requested by diversification of the Fund under Subchapter M and Section 817(h) of the Code. The Adviser shall review such reports for purposes of determining compliance with such diversification requirements. If it is determined that the Fund is not in compliance with the requirements noted above, the Adviser, in consultation with the Manager, and all will take prompt action to bring the Fund back into compliance within the time permitted under the Code. (g) Adviser shall have no responsibility to monitor the 90%-source test or perform other such information testing or monitoring for which Adviser determines it has not been provided sufficient information. All such testing or monitoring shall be provided in a format reasonably acceptable to the responsibility of Manager. Except as set forth herein, the Subadviser shall not be responsible for determining valuations for the securities and/or other assets of the Portfolio. i. The Subadviser shall be responsible for expenses relating to the preparation, filing and mailing of any prospectus supplement or other required regulatory filings or mailings, exclusive of annual updates, required as a result of actions taken by the Subadviser.

Sub-Advisory Services. a. (a) The Subadviser Adviser shall, subject to the supervision of the Manager and the Trustees, and in cooperation with the Manager, as administrator, or with any other custodian and administrator appointed by the Manager performing the duties of a custodian (the “Administrator”"Custodian"), and administrator (the "Administrator") manage the investment and reinvestment of the assets of the PortfolioFund. The Subadviser Adviser shall invest and reinvest manage the assets of the Portfolio Fund in conformity with (1with: i) the The investment objective, policies and restrictions of the Portfolio Fund as set forth in the Fund’s prospectus and statement of additional information's then-current registration statement, as revised or supplemented filed with the SEC from time to time; and ii) Any procedures, relating to the Portfolio (the “Prospectus”), (2) any additional policies or guidelines established by the Manager or by the Fund’s Directors that have been Trustees and furnished in writing to the Subadviser and (3Adviser; and iii) the The provisions of Subchapter M of the Internal Revenue Code of 1986, and the rules and regulations thereunder, as amended from time to time (the “"Code”"), and iv) Other applicable to “regulated investment companies” (as defined in Section 851 provisions of the Code) and “segregated asset accounts” (as defined in Section 817 of the Code) , including, but not limited towithout limitation, the diversification requirements of under Section 817(h) of the Code Code; and v) The provisions of the 1940 Act and the all other applicable federal and state laws and regulations thereunder, all as from time to time in effect (collectively, the “Policies”"Investment Guidelines"), and with all applicable provisions of law, including without limitation all applicable provisions of the 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 (“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 Adviser 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 PortfolioFund, 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 the Portfolio Fund may be invested in such proportions of stocks, bonds, other securities or investment instruments, or cash, as the Subadviser shall Adviser shall, in its best judgment, determine. Notwithstanding the foregoing any provisions of this Section 1.a, however2(a) to the contrary, the Subadviser Adviser shall, upon written instructions from the Manager, effect such portfolio transactions for the Portfolio Fund as the Manager shall determine are necessary in order for the Portfolio Fund to comply with the Policies. b. above enumerated requirements. The Subadviser Adviser shall furnish the Manager Manager, the Custodian, and the Administrator dailyAdministrator, weeklyas appropriate, with monthly, quarterly and/or and annual reports concerning portfolio transactions transactions, performance, and the investment performance management of the Portfolio Fund in such form as the Manager may be mutually agreed uponreasonably request to assure comparability with other information provided to the Board of Trustees, and agrees to review the Portfolio Fund and discuss the management of the Portfolio Fund with representatives or agents of the Manager, the Administrator or the Fund Administrator, at their reasonable request. The Subadviser shall, as part of a complete portfolio compliance testing program (Adviser shall permit access to all books and based upon the information regarding the Portfolio in its possession), perform quarterly diversification testing under Section 817 (h) of the Code records with respect to the PortfolioFund during normal business hours, on reasonable notice. The Subadviser shall provide timely notice each calendar quarter that such diversification was satisfied, or if not satisfied, that corrections were made within 30 days of the end of the calendar quarter. The Subadviser Adviser shall also provide the Manager, the Administrator or the Fund Administrator, with such other information and reports as the Manager or the Administrator may reasonably be requested by the Manager, the Administrator or the Fund request from time to time. The Adviser shall make senior portfolio manager(s) available for presentations to the Trustees at a meeting of the Board of Trustees at least annually, including without limitation all material as reasonably well as other meetings as may be requested by reasonably requested. (b) The Adviser shall make available to the Directors Manager, promptly upon request, any of the Fund pursuant Fund's investment records and ledgers as are necessary to Section 15(c) assist the Manager to comply with the requirements of the 1940 Act. The Subadviser shall furnish the Manager (which may also provide it to the Fund’s Board of Directors) with copies of all material comments that are directly related to the Portfolio Act and the services provided under this Agreement received from the SEC following routine or special SEC examinations or inspections. c. The Subadviser shall provide to the Manager a copy of the Subadviser’s Form ADV as filed with the SEC and as amended from time to time and a list of the persons whom the Subadviser wishes to have authorized to give written and/or oral instructions to custodians of assets of the Portfolio. The Subadviser represents that it will notify the Manager of any change in the membership of the Subadviser within a reasonable time after any such change; delivery of the Subadviser’s Disclosure Statement consisting of Part II of the Subadviser’s Form ADV shall be deemed to satisfy such notice requirement. d. In accordance with Rule 206(4)-7 under the Advisers Act, as well as other applicable laws and regulations, and will furnish to regulatory authorities having the Subadviser has adopted requisite authority any information or reports relating to its services under this Agreement that may be requested in order to ascertain whether the Fund is being managed in a manner consistent with applicable laws and implemented written policies regulations. (c) The Advisers shall, in connection with the purchase and procedures reasonably designed sale of securities for the Fund, arrange for the transmission to prevent violation the Custodian on a daily basis, such confirmations, trade tickets, and other documents and information, including, but not limited to, Cusip, Sedol, or other numbers that identify securities to be purchased or sold on behalf of the Advisers Act and Fund, as may be reasonably necessary to enable the Custodian to perform its Rules by the Subadviser and its supervised persons. Further, the Subadviser reviews, at least annually, its written policies and procedures and the effectiveness of their implementation. e. The Subadviser shall: i) Comply with the Manager’s written compliance policies and procedures pursuant to Rule 38a-1; ii) Provide copies of their annual compliance review report (or a summary of the process and findings) and copies of any third-party compliance audits; iii) Notify the Manager promptly of any contact from the SEC or other regulators or Self Regulatory Organization (“SRO”) responsibilities with respect to the Portfolio and the services provided pursuant to this Agreement (such as an examinationFund, inquiryand, investigation, institution of a proceeding, etc.); and iv) Notify the Manager promptly of any material compliance matters (as defined in Rule 38a-1 under the 0000 Xxx) and actions taken in response. f. In accordance with Rule 17a-10 under the 1940 Act and any other applicable law, the Subadviser shall not consult with any other subadviser to the Portfolio or any subadviser to any other portfolio of the Fund or to any other investment company or investment company series for which the Manager serves as investment adviser concerning transactions of the Portfolio in securities or other assets, other than for purposes of complying with conditions of paragraphs (a) and (b) of Rule 12d3-1 under the 1940 Act. g. Unless the Manager gives the Subadviser written instructions to the contrary, the Subadviser shall use its good faith judgment in a manner which it reasonably believes best serves the interest of the Portfolio’s shareholders to vote or abstain from voting all proxies solicited by or with respect to portfolio securities to be purchased or sold through the issuers of securities in which assets Depository Trust Company, and will arrange for the automatic transmission of the Portfolio are investedconfirmation of such trades to the Custodian. h. Upon (d) The Adviser shall prepare and file any schedule or notification required by Regulation 13D-G under the request Securities Exchange Act of 1934, as amended, and shall provide certification with regard to any securities eligible for passive foreign investment credits. (e) The Adviser shall review all proxy solicitation materials and be responsible for voting and handling all proxies in relation to the securities held by the Fund. The Adviser shall instruct the Custodian, the Administrator, and other parties providing services to the Fund to promptly forward misdirected proxy materials to the Adviser. (f) The Manager shall perform quarterly and annual tax compliance tests to ensure that the Fund is in compliance with Subchapter M of the Manager or Code and Section 817(h) of the Portfolio’s pricing agent, the Subadviser shall provide reasonable and good faith fair valuations for any securities in the Portfolio for which the Portfolio’s pricing agent has determined current market quotations are not readily available or reliableCode. In connection with the provision of such securities valuationscompliance tests, the Subadviser Manager shall further prepare and provide information concerning reports to the basis upon which Adviser within ten (10) business days of a calendar quarter end relating to the Subadviser’s valuation determination was made as may be reasonably requested by diversification of the Fund under Subchapter M and Section 817(h) of the Code. The Adviser shall review such reports for purposes of determining compliance with such diversification requirements. If it is determined that the Fund is not in compliance with the requirements noted above, the Adviser, in consultation with the Manager, and all such information shall be provided in a format reasonably acceptable will take prompt action to bring the Manager. Except as set forth herein, Fund back into compliance within the Subadviser shall not be responsible for determining valuations for time permitted under the securities and/or other assets of the PortfolioCode. i. The Subadviser shall be responsible for expenses relating to the preparation, filing and mailing of any prospectus supplement or other required regulatory filings or mailings, exclusive of annual updates, required as a result of actions taken by the Subadviser.

Sub-Advisory Services. a. The Subadviser shall, subject to the supervision of the Manager and in cooperation with the Manager, as administrator, or with any other administrator appointed by the Manager (the “Administrator”), manage the investment and reinvestment of the assets of the Portfolio. The Subadviser shall invest and reinvest the assets of the Portfolio in conformity with (1) the investment objective, policies and restrictions of the Portfolio set forth in the Fund’s prospectus and statement of additional information, as revised or supplemented from time to time, relating to the Portfolio (the “Prospectus”), (2) any additional policies or guidelines established by the Manager or by the Fund’s Directors that have been furnished in writing to the Subadviser and (3) the provisions of the Internal Revenue Code (the “Code”) 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”), and with all applicable provisions of law, including without limitation all applicable provisions of the 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 (“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 instruments on behalf of the Portfolio, 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 the Portfolio may be invested in such proportions of stocks, bonds, other securities or investment instruments, or cash, as the Subadviser shall determine. Notwithstanding the foregoing provisions of this Section 1.a, however, the Subadviser shall, upon written instructions from the Manager, effect such portfolio transactions for the Portfolio as the Manager shall determine are necessary in order for the Portfolio to comply with the Policies. b. The Subadviser shall furnish the Manager and the Administrator daily, weekly, monthly, quarterly and/or annual reports concerning portfolio transactions and the investment performance of the Portfolio in such form as may be mutually agreed upon, and agrees to review the Portfolio and discuss the management of the Portfolio with representatives or agents of the Manager, the Administrator or the Fund at their reasonable request. The Subadviser shall, as part of a complete portfolio compliance testing program (and based upon the information regarding the Portfolio in its possession)program, perform quarterly diversification testing under Section 817 (h) of the Code with respect to the PortfolioCode. The Subadviser shall provide timely notice each calendar quarter that such diversification was satisfied, or if not satisfied, that corrections were made within 30 days of the end of the calendar quarter. The Subadviser shall also provide the Manager, the Administrator or the Fund with such other information and reports as may reasonably be requested by the Manager, the Administrator or the Fund from time to time, including without limitation all material as reasonably may be requested by the Directors of the Fund pursuant to Section 15(c) of the 1940 Act. The Subadviser shall furnish the Manager (which may also provide it to the Fund’s Board of Directors) with copies of all material comments that are directly related to the Portfolio and the services provided under this Agreement received from the SEC following routine or special SEC examinations or inspections. c. The Subadviser shall provide to the Manager a copy of Part 2 of the Subadviser’s Form ADV as filed with the SEC and as amended from time to time and a list of the persons whom the Subadviser wishes to have authorized to give written and/or oral instructions to custodians of assets of the Portfolio. The Subadviser represents that it will notify the Manager of any change in the membership of the Subadviser within a reasonable time after any such change; delivery of the Subadviser’s Disclosure Statement consisting of Part II of the Subadviser’s Form ADV shall be deemed to satisfy such notice requirement.; d. In accordance with Rule 206(4)-7 under the Advisers Act, the Subadviser has adopted and implemented written policies and procedures reasonably designed to prevent violation of the Advisers Act and its Rules by the Subadviser and its supervised persons. Further, the Subadviser reviews, at least annually, its written policies and procedures and the effectiveness of their implementation. e. The Subadviser shall: i) Comply with the Manager’s written compliance policies and procedures pursuant to Rule 38a-1; ii) Provide copies of their annual compliance review report (or a summary of the process and findings) and copies of any third-party compliance audits; iii) Notify the Manager promptly of any contact from the SEC or other regulators or Self Regulatory Organization (“SRO”) with respect to the Portfolio and the services provided pursuant to this Agreement (such as an examination, inquiry, investigation, institution of a proceeding, etc.); and iv) Notify the Manager promptly of any material compliance matters (as defined in Rule 38a-1 under the 0000 Xxx) and actions taken in response. f. In accordance with Rule 17a-10 under the 1940 Act and any other applicable law, the Subadviser shall not consult with any other subadviser to the Portfolio or any subadviser to any other portfolio of the Fund or to any other investment company or investment company series for which the Manager serves as investment adviser concerning transactions of the Portfolio in securities or other assets, other than for purposes of complying with conditions of paragraphs (a) and (b) of Rule 12d3-1 under the 1940 Act. g. e. Unless the Manager gives the Subadviser written instructions to the contrary, the Subadviser shall use its good faith judgment in a manner which it reasonably believes best serves the interest of the Portfolio’s shareholders to vote or abstain from voting all proxies solicited by or with respect to the issuers of securities in which assets of the Portfolio are invested. h. Upon f. As the request delegate of the Manager or Directors of the Portfolio’s pricing agentFund, the Subadviser shall provide be responsible for providing reasonable and good faith fair valuations for any securities in the Portfolio for which the Portfolio’s pricing agent has determined current market quotations are not readily available or reliable. In connection with the provision of such securities valuations, the Subadviser shall further provide information concerning the basis upon which the Subadviser’s valuation determination was made as may be reasonably requested by the Manager, and all such information shall be provided in a format reasonably acceptable to the Manager. Except as set forth herein, the Subadviser shall not be responsible for determining valuations for the securities and/or other assets of the Portfolio. i. g. The Subadviser shall be responsible for expenses relating to the preparation, filing printing and mailing of any prospectus supplement or other required regulatory filings or mailingssupplement, exclusive of annual updates, required solely as a result of actions taken by the Subadviser, including but not limited to, portfolio manager changes or disclosure changes requested by the Subadviser that affect the investment objective, principal investment strategies, principal investment risks and portfolio management sections of the prospectus. Application of this provision will not apply where the above-described changes can be implemented through annual updates or revisions otherwise required of the Manager but not prompted solely as a result of actions taken by the Subadviser.

Sub-Advisory Services. a. (a) The Subadviser Advisers hereby appoint the Sub-Adviser to act as an investment adviser to the Fund for the periods and on the terms herein set forth. The Sub-Adviser accepts such appointment and agrees to render the services herein set forth, for the compensation herein provided. (b) The Sub-Adviser shall, subject to the supervision and oversight of the Manager and in cooperation with the Manager, as administrator, or with any other administrator appointed by the Manager (the “Administrator”)Advisers, manage the investment and reinvestment of such portion of the assets of the PortfolioFund, as the Advisers may from time to time allocate to the Sub-Adviser for management (the “Sub-Advised Assets”). The Subadviser Sub-Adviser shall invest and reinvest manage the assets of the Portfolio Sub-Advised Assets in conformity with (1i) the investment objective, policies and restrictions of the Portfolio Fund set forth in the FundTrust’s prospectus and statement of additional informationinformation relating to the Fund, as revised or supplemented they may be amended from time to time, relating to the Portfolio (the “Prospectus”), (2) any additional policies or guidelines guidelines, including without limitation compliance policies and procedures, established by the Manager Advisers, the Trust’s Chief Compliance Officer, or by the FundTrust’s Directors Board of Trustees (“Board”) that have been furnished in writing to the Subadviser and Sub-Adviser, (3ii) the provisions asset diversification tests applicable to regulated investment companies pursuant to section 851(b)(3) of the Internal Revenue Code Code-), (iii) the “Code”) applicable to “regulated investment companies” (as defined in Section 851 of written instructions and directions received from 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 Advisers and the regulations thereunder, all Trust as from time to time in effect delivered; and (collectively, iv) the “Policies”), and with all applicable provisions of law, including without limitation all applicable provisions requirements of the Investment Company Act of 1940 (the “1940 Act”) ), the rules and regulations thereunder and the interpretive opinions thereof Investment Advisers Act of the staff of the Securities and Exchange Commission 1940 (“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 RestrictionsAdvisers Act”), and all other federal and state laws applicable to inform registered investment companies and the Subadviser promptly Sub-Adviser’s duties under this Agreement, all as may be in effect from time to time. The foregoing are referred to below together as the “Policies.” For purposes of compliance with the Policies, the Sub-Adviser shall be entitled to treat the Sub-Advised Assets as though the Sub-Advised Assets constituted the entire Fund, and the Sub-Adviser shall not be responsible in any way for the compliance of any changes in such Insurance Restrictionsassets of the Fund, other than the Sub-Advised Assets, with the Policies. Subject to the foregoing, the Subadviser Sub-Adviser is authorized, in its discretion and without prior consultation with the ManagerAdvisers, to buy, sell, lend and otherwise trade in any stocks, bonds and other securities and investment instruments on behalf of the PortfolioFund, 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 the Portfolio Sub-Advised Assets may be invested in such proportions of stocks, bonds, other securities or investment instruments, or cash, as the Subadviser Sub-Adviser shall determine. Notwithstanding the foregoing provisions of this Section 1.a1(b), however, (i) the Subadviser Sub-Adviser shall, upon and in accordance with written instructions from either of the ManagerAdvisers, effect such portfolio transactions for the Portfolio Sub-Advised Assets as the Manager Adviser shall determine are necessary in order for the Portfolio Fund to comply with the Policies, and (ii) upon notice to the Sub-Adviser, the Advisers may effect in-kind redemptions with shareholders of the Fund with securities included within the Sub-Advised Assets. b. The Subadviser (c) Absent instructions from the Advisers or the officers of the Trust to the contrary, the Sub-Adviser shall furnish place orders pursuant to its determinations either directly with the Manager issuer or with any broker and/or dealer or other person who deals in the securities in which the Fund is trading. With respect to common and the Administrator dailypreferred stocks, weekly, monthly, quarterly and/or annual reports concerning in executing portfolio transactions and selecting brokers or dealers, the investment performance Sub-Adviser shall use its best judgment to obtain the best overall terms available. In assessing the best overall terms available for any transaction, the Sub-Adviser shall consider all factors it deems relevant, including the breadth of the Portfolio market in such form as may be mutually agreed uponthe security, the price of the security, the financial condition and execution capability of the broker or dealer, and agrees to review the Portfolio and discuss the management reasonableness of the Portfolio with representatives commission, if any, both for the specific transaction and on a continuing basis. In evaluating the best overall terms available and in selecting the broker or agents of the Managerdealer to execute a particular transaction, the Administrator or Sub-Adviser may also consider the Fund at their reasonable request. The Subadviser shall, brokerage and research services (as part of a complete portfolio compliance testing program (and based upon the information regarding the Portfolio those terms are defined in its possession), perform quarterly diversification testing under Section 817 (h28(e) of the Code with Securities Exchange Act of 1934) provided to the Fund and/or other account over which the Sub-Adviser and/or an affiliate of the Sub-Adviser exercises investment discretion. With respect to securities other than common and preferred stocks, in placing orders with brokers, dealers or other persons, the Portfolio. The Subadviser Sub-Adviser shall provide timely notice each calendar quarter attempt to obtain the best net price and execution of its orders, provided that to the extent the execution and price available from more than one broker, dealer or other such diversification was satisfiedperson are believed to be comparable, the Sub-Adviser may, at its discretion but subject to applicable law, select the executing broker, dealer or such other person on the basis of the Sub-Adviser’s opinion of the reliability and quality of such broker, dealer or such other person; broker or dealers selected by the Sub-Adviser for the purchase and sale of securities or other investment instruments for the Sub-Advised Assets may include brokers or dealers affiliated with the Sub-Adviser, provided such orders comply with Rules 17e-1 and 10f-3 under the 1940 Act and the Trust’s Rule 17e-1 and Rule 10f-3 Procedures, respectively, in all respects, or if not satisfied, that corrections were made within 30 days of any other applicable exemptive rules or orders applicable to the end of Sub-Adviser. Notwithstanding the calendar quarter. The Subadviser shall also provide the Managerforegoing, the Administrator Sub-Adviser will not effect any transaction with a broker or the Fund with such other information and reports as may reasonably be requested by the Manager, the Administrator or the Fund from time to time, including without limitation all material as reasonably may be requested by the Directors of the Fund pursuant to Section 15(c) of the 1940 Act. The Subadviser shall furnish the Manager (which may also provide it to the Fund’s Board of Directors) with copies of all material comments dealer that are directly related to the Portfolio and the services provided under this Agreement received from the SEC following routine or special SEC examinations or inspections. c. The Subadviser shall provide to the Manager a copy of the Subadviser’s Form ADV as filed with the SEC and as amended from time to time and a list of the persons whom the Subadviser wishes to have authorized to give written and/or oral instructions to custodians of assets of the Portfolio. The Subadviser represents that it will notify the Manager of any change in the membership of the Subadviser within a reasonable time after any such change; delivery of the Subadviser’s Disclosure Statement consisting of Part II of the Subadviser’s Form ADV shall be deemed to satisfy such notice requirement. d. In accordance with Rule 206(4)-7 under the Advisers Act, the Subadviser has adopted and implemented written policies and procedures reasonably designed to prevent violation of the Advisers Act and its Rules by the Subadviser and its supervised persons. Further, the Subadviser reviews, at least annually, its written policies and procedures and the effectiveness of their implementation. e. The Subadviser shall: i) Comply with the Manager’s written compliance policies and procedures pursuant to Rule 38a-1; ii) Provide copies of their annual compliance review report (or a summary of the process and findings) and copies of any third-party compliance audits; iii) Notify the Manager promptly of any contact from the SEC or other regulators or Self Regulatory Organization (is an “SRO”) with respect to the Portfolio and the services provided pursuant to this Agreement (such as an examination, inquiry, investigation, institution of a proceeding, etc.); and iv) Notify the Manager promptly of any material compliance matters affiliated person” (as defined in Rule 38a-1 under the 0000 Xxx) and actions taken in responseof the Sub-Adviser or the Advisers without the prior approval of the Advisers. The Advisers shall provide the Sub-Adviser with a list of brokers or dealers that are affiliated persons of the Advisers. f. In accordance with Rule 17a-10 (d) The Sub-Adviser acknowledges that the Advisers and the Trust may rely on Rules 17a-7, 17a-10, 10f-3 and 17e-1 under the 1940 Act Act, and any other applicable law, the Subadviser Sub-Adviser hereby agrees that it shall not consult with any other subadviser investment adviser to the Portfolio Trust with respect to transactions in securities for the Sub-Advised Assets or any subadviser to any other portfolio of transactions in the Fund or to any other investment company or investment company series for which the Manager serves as investment adviser concerning transactions of the Portfolio in securities or other Trust’s assets, other than for the purposes of complying with the conditions of paragraphs (a) and (b) of Rule 12d3-1 under the 1940 Act. g. Unless (e) The Sub-Adviser has provided the Manager gives Advisers with a copy of its compliance policies and procedures “that are reasonably designed to prevent violations of the Subadviser written instructions federal securities laws” (as such term is defined under Rule 38a-1 of the 0000 Xxx) and Rule 206(4)-7 of the Advisers Act (the “Sub-Adviser Compliance Policies”). The Sub-Adviser’s chief compliance officer (“Sub-Adviser CCO”) shall provide within a reasonable time to the contraryTrust’s Chief Compliance Officer (“Trust CCO”) or his or her delegatee the following: (i) a report of any material changes to the Sub-Adviser Compliance Policies; (ii) a report of any “material compliance matters,” as defined by Rule 38a-1 under the 1940 Act, that have occurred in connection with the Subadviser shall use its good faith judgment in Sub-Adviser Compliance Policies; (iii) a manner which it reasonably believes best serves the interest copy of the PortfolioSub-Adviser CCO’s shareholders to vote or abstain from voting all proxies solicited by or report with respect to the issuers annual review of the Sub-Adviser Compliance Policies pursuant to Rule 38a-1 under the 1940 Act; and (iv) an annual (or more frequently as the Trust CCO may request) certification regarding the Sub-Adviser’s compliance with Rule 206(4)-7 under the Advisers Act and Section 38a-1 of the 1940 Act as well as the foregoing sub-paragraphs (i) – (iii). (f) The Sub-Adviser may, on occasions when it deems the purchase or sale of a security to be in the best interests of the Fund as well as other fiduciary or agency accounts managed by the Sub-Adviser, aggregate, to the extent permitted by applicable laws and regulations, the securities to be sold or purchased in order to obtain the best overall terms available and execution with respect to common and preferred stocks and the best net price and execution with respect to other securities. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Sub-Adviser in the manner it considers to be most fair and equitable over time to the Fund and to its other accounts. (g) The Sub-Adviser, in connection with its rights and duties with respect to the Fund and the Trust shall use the care, skill, prudence and diligence under the circumstances then prevailing that a prudent person acting in a like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aims. (h) The services of the Sub-Adviser hereunder are not deemed exclusive and the Sub-Adviser shall be free to render similar services to others (including other investment companies) so long as its services under this Agreement are not impaired thereby. The Sub-Adviser will waive enforcement of any non-compete agreement or other agreement or arrangement to which it is currently a party that restricts, limits, or otherwise interferes with the ability of the Advisers to employ or engage any person or entity to provide investment advisory or other services and will transmit to any person or entity notice of such waiver as may be required to give effect to this provision; and the Sub-Adviser will not become a party to any non-compete agreement or any other agreement, arrangement, or understanding that would restrict, limit, or otherwise interfere with the ability of the Advisers and the Trust or any of their affiliates to employ or engage any person or organization, now or in the future, to manage the Fund or any other assets managed by the Advisers. (i) The Sub-Adviser shall furnish the Advisers and the administrators of the Trust (together, the “Administrators”) monthly, quarterly and annual reports concerning portfolio transactions and performance of the Sub-Advised Assets as the Advisers may reasonably determine in such form as may be mutually agreed upon, and agrees to review the Sub-Advised Assets with the Advisers and discuss the management of them. The Sub-Adviser shall promptly respond to requests by the Advisers, the Administrators to the Trust, and the Trust CCO or their delegatees for copies of the pertinent books and records maintained by the Sub-Advisers relating directly to the Fund. The Sub-Adviser shall also provide the Advisers with such other information and reports, including information and reports related to compliance matters, as may reasonably be requested by them from time to time, including without limitation all material requested by or required to be delivered to the Board. (j) Unless otherwise instructed by the Advisers, the Sub-Adviser shall not have the power, discretion or responsibility to vote any proxies in connection with securities in which assets the Sub-Advised Assets may be invested, and the Advisers shall retain such responsibility. (k) The Sub-Adviser shall cooperate promptly and fully with the Advisers and/or the Trust in responding to any regulatory or compliance examinations or inspections (including any information requests) relating to the Trust, the Fund or either of the Portfolio are investedAdvisers brought by any governmental or regulatory authorities. The Sub-Adviser shall provide the Trust CCO or his or her delegatee with notice within a reasonable period of any deficiencies or other issues identified by the United States Securities and Exchange Commission (“SEC”) in an examination or otherwise that relate to or that may materially affect the Sub-Adviser’s responsibilities with respect to the Fund. h. Upon (l) The Sub-Adviser shall be responsible for the request preparation and filing of Schedule 13G and Form 13F on behalf of the Manager or the Portfolio’s pricing agent, the Subadviser shall provide reasonable and good faith fair valuations for any securities in the Portfolio for which the Portfolio’s pricing agent has determined current market quotations are not readily available or reliableSub-Advised Assets. In connection with the provision of such securities valuations, the Subadviser shall further provide information concerning the basis upon which the Subadviser’s valuation determination was made as may be reasonably requested by the Manager, and all such information shall be provided in a format reasonably acceptable to the Manager. Except as set forth herein, the Subadviser The Sub-Adviser shall not be responsible for determining valuations the preparation or filing of any other reports required on behalf of the Sub-Advised Assets, except as may be expressly agreed to in writing. (m) The Sub-Adviser shall maintain detailed records of all matters pertaining to the Sub-Advised Assets, including, without limitation, brokerage and other records of all securities transactions. Any records required to be maintained and preserved pursuant to the provisions of Rule 31a-1 and Rule 31a-2 promulgated under the 1940 Act that are prepared or maintained by the Sub-Adviser on behalf of the Trust are the property of the Trust and will be surrendered promptly to the Trust upon request. The Sub-Adviser may retain copies of such records to comply with its own recordkeeping obligations under the Advisers Act. The Sub-Adviser further agrees to preserve for the securities and/or other assets of periods prescribed in Rule 31a-2 under the Portfolio1940 Act the records required to be maintained under Rule 31a-1 under the 1940 Act. i. (n) The Subadviser Sub-Adviser shall be responsible for expenses relating to promptly notify the preparation, filing and mailing Advisers of any prospectus supplement or other required regulatory filings or mailings, exclusive of annual updates, required as a result of actions taken by financial condition that is likely to impair the SubadviserSub-Adviser’s ability to fulfill its commitments under this Agreement.

Sub-Advisory Services. a. The Subadviser shall, subject to the supervision of the Manager and in cooperation with the Manager, as administrator, or with any other administrator appointed by the Manager (the “Administrator”), manage the investment and reinvestment of the assets of the Portfolio. The Subadviser shall invest and reinvest the assets of the Portfolio in conformity with (1) the investment objective, policies and restrictions of the Portfolio set forth in the FundTrust’s prospectus and statement of additional information, as revised or supplemented from time to time, relating to the Portfolio (the “Prospectus”), (2) any additional policies or guidelines established by the Manager or by the FundTrust’s Directors Trustees that have been furnished in writing to the Subadviser and (3) the provisions of the Internal Revenue Code (the “Code”) 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”), and with all applicable provisions of law, including without limitation all applicable provisions of the 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 (“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 instruments on behalf of the Portfolio, 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 the Portfolio may be invested in such proportions of stocks, bonds, other securities or investment instruments, or cash, as the Subadviser shall determine. Notwithstanding the foregoing provisions of this Section 1.a, however, the Subadviser shall, upon written instructions from the Manager, effect such portfolio transactions for the Portfolio as the Manager shall determine are necessary in order for the Portfolio to comply with the Policies. b. The Subadviser shall furnish the Manager and the Administrator daily, weekly, monthly, quarterly and/or annual reports concerning portfolio transactions and the investment performance of the Portfolio in such form as may be mutually agreed upon, and agrees to review the Portfolio and discuss the management of the Portfolio with representatives or agents of the Manager, the Administrator or the Fund Trust at their reasonable request. The Subadviser shall, as part of a complete portfolio compliance testing program (and based upon the information regarding the Portfolio in its possession)program, perform quarterly diversification testing under Section 817 (h) of the Code with respect to the PortfolioCode. The Subadviser shall provide timely notice each calendar quarter that such diversification was satisfied, or if not satisfied, that corrections were made within 30 days of the end of the calendar quarter. The Subadviser shall also provide the Manager, the Administrator or the Fund Trust with such other information and reports as may reasonably be requested by the Manager, the Administrator or the Fund Trust from time to time, including without limitation all material as reasonably may be requested by the Directors Trustees of the Fund Trust pursuant to Section 15(c) of the 1940 Act. The Subadviser shall furnish the Manager (which may also provide it to the Fund’s Board of Directors) with copies of all material comments that are directly related to the Portfolio and the services provided under this Agreement received from the SEC following routine or special SEC examinations or inspections. c. The Subadviser shall provide to the Manager a copy of the Subadviser’s Form ADV as filed with the SEC and as amended from time to time and a list of the persons whom the Subadviser wishes to have authorized to give written and/or oral instructions to custodians of assets of the Portfolio. The Subadviser represents that it will notify the Manager of any change in the membership of the Subadviser within a reasonable time after any such change; delivery of the Subadviser’s Disclosure Statement consisting of Part II of the Subadviser’s Form ADV shall be deemed to satisfy such notice requirement.; d. In accordance with Rule 206(4)-7 under the Advisers Act, the Subadviser has adopted and implemented written policies and procedures reasonably designed to prevent violation of the Advisers Act and its Rules by the Subadviser and its supervised persons. Further, the Subadviser reviews, at least annually, its written policies and procedures and the effectiveness of their implementation. e. The Subadviser shall: i) Comply with the Manager’s written compliance policies and procedures pursuant to Rule 38a-1; ii) Provide copies of their annual compliance review report (or a summary of the process and findings) and copies of any third-party compliance audits; iii) Notify the Manager promptly of any contact from the SEC or other regulators or Self Regulatory Organization (“SRO”) with respect to the Portfolio and the services provided pursuant to this Agreement (such as an examination, inquiry, investigation, institution of a proceeding, etc.); and iv) Notify the Manager promptly of any material compliance matters (as defined in Rule 38a-1 under the 0000 Xxx) and actions taken in response. f. In accordance with Rule 17a-10 under the 1940 Act and any other applicable law, the Subadviser shall not consult with any other subadviser to the Portfolio or any subadviser to any other portfolio of the Fund Trust or to any other investment company or investment company series for which the Manager serves as investment adviser concerning transactions of the Portfolio in securities or other assets, other than for purposes of complying with conditions of paragraphs (a) and (b) of Rule 12d3-1 under the 1940 Act. g. e. Unless the Manager gives the Subadviser written instructions to the contrary, the Subadviser shall use its good faith judgment in a manner which it reasonably believes best serves the interest of the Portfolio’s shareholders to vote or abstain from voting all proxies solicited by or with respect to the issuers of securities in which assets of the Portfolio are invested. h. Upon f. As the request delegate of the Manager or Trustees of the Portfolio’s pricing agentTrust, the Subadviser shall provide Manager with information providing the basis for reasonable and good faith fair valuations for any securities in the Portfolio for which the Portfolio’s pricing agent has determined Subadviser deems current market quotations are either not readily available or not reliable. In connection with the provision of such securities valuations, the Subadviser shall further will also provide fair valuation information concerning the basis upon which the Subadviser’s valuation determination was made as may be reasonably requested by the Manager, and all such information shall be provided in a format reasonably acceptable response to the Manager. Except as set forth herein, the Subadviser shall not be responsible for determining valuations for the securities and/or other assets reasonable inquiry of the PortfolioManager or Manager’s delegate. i. g. The Subadviser shall be responsible for expenses relating to the preparation, filing printing and mailing of any prospectus supplement or other required regulatory filings or mailingssupplement, exclusive of annual updates, required solely as a result of actions taken by the Subadviser, including but not limited to, portfolio manager changes or disclosure changes requested by the Subadviser that affect the investment objective, principal investment strategies, principal investment risks and portfolio management sections of the prospectus. Application of this provision will not apply where the above-described changes can be implemented through annual updates or revisions otherwise required of the Manager but not prompted solely as a result of actions taken by the Subadviser.

Sub-Advisory Services. a. (a) The Subadviser Adviser hereby appoints the Sub-Adviser to act as an investment adviser to the Fund for the periods and on the terms herein set forth. The Sub-Adviser accepts such appointment and agrees to render the services herein set forth, for the compensation herein provided. (b) The Sub-Adviser shall, subject to the supervision and oversight of the Manager and in cooperation with the Manager, as administrator, or with any other administrator appointed by the Manager (the “Administrator”)Adviser, manage the investment and reinvestment of such portion of the assets of the PortfolioFund, as the Adviser may from time to time allocate to the Sub-Adviser for management (the “Sub-Advised Assets”). The Subadviser Sub-Adviser shall invest and reinvest manage the assets of the Portfolio Sub-Advised Assets in conformity with (1i) the investment objective, policies and restrictions of the Portfolio Fund set forth in the FundTrust’s prospectus and statement of additional informationinformation relating to the Fund, as revised or supplemented they may be amended from time to time, relating to the Portfolio (the “Prospectus”), (2) any additional policies or guidelines guidelines, including without limitation compliance policies and procedures, established by the Manager Adviser, the Trust’s Chief Compliance Officer, or by the FundTrust’s Directors Board of Trustees (“Board”) that have been furnished in writing to the Subadviser and Sub-Adviser, (3ii) the provisions asset diversification tests applicable to regulated investment companies pursuant to section 851(b)(3) of the Internal Revenue Code Code, (iii) the “Code”) applicable to “regulated investment companies” (as defined in Section 851 of written instructions and directions received from 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 Adviser and the regulations thereunder, all Trust as from time delivered (to time the extent delivered in effect accordance with Section 18 hereof); and (collectively, iv) the “Policies”), and with all applicable provisions of law, including without limitation all applicable provisions requirements of the Investment Company Act of 1940 (the “1940 Act”) ), the rules and regulations thereunder and the interpretive opinions thereof Investment Advisers Act of the staff of the Securities and Exchange Commission 1940 (“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 RestrictionsAdvisers Act”), and all other federal and state laws applicable to inform registered investment companies and the Subadviser promptly Sub-Adviser’s duties under this Agreement, all as may be in effect from time to time. The foregoing are referred to below together as the “Policies.” For purposes of compliance with the Policies, the Sub-Adviser shall be entitled to treat the Sub-Advised Assets as though the Sub-Advised Assets constituted the entire Fund, and the Sub-Adviser shall not be responsible in any way for the compliance of any changes in such Insurance Restrictionsassets of the Fund, other than the Sub-Advised Assets, with the Policies. Subject to the foregoing, the Subadviser Sub-Adviser is authorized, in its discretion and without prior consultation with the ManagerAdviser, to buy, sell, lend and otherwise trade in any stocks, bonds and other securities and investment instruments on behalf of the PortfolioFund, 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 the Portfolio Sub-Advised Assets may be invested in such proportions of stocks, bonds, other securities or investment instruments, or cash, as the Subadviser Sub-Adviser shall determine. Notwithstanding the foregoing provisions of this Section 1.a1(b), however, (i) the Subadviser Sub-Adviser shall, upon and in accordance with written instructions from the ManagerAdviser, effect such portfolio transactions for the Portfolio Sub-Advised Assets as the Manager Adviser shall determine are necessary in order for the Portfolio Fund to comply with the Policies, and (ii) upon notice to the Sub-Adviser, the Adviser may effect in-kind redemptions with shareholders of the Fund with securities included within the Sub-Advised Assets. b. (c) Absent instructions from the Adviser or the officers of the Trust to the contrary, the Sub-Adviser shall place orders pursuant to its determinations either directly with the issuer or with any broker and/or dealer or other person who deals in the securities in which the Fund is trading. With respect to common and preferred stocks, in executing portfolio transactions and selecting brokers or dealers, the Sub-Adviser shall use its best judgment to obtain the best overall terms available. In assessing the best overall terms available for any transaction, the Sub-Adviser shall consider all factors it deems relevant, including the breadth of the market in the security, the price of the security, the financial condition and execution capability of the broker or dealer, and the reasonableness of the commission, if any, both for the specific transaction and on a continuing basis. In evaluating the best overall terms available and in selecting the broker or dealer to execute a particular transaction, the Sub-Adviser may also consider the brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934) provided to the Fund and/or other accounts over which the Sub-Adviser and/or any affiliate of the Sub-Adviser exercises investment discretion. With respect to securities other than common and preferred stocks, in placing orders with brokers, dealers or other persons, the Sub-Adviser shall attempt to obtain the best net price and execution of its orders, provided that to the extent the execution and price available from more than one broker, dealer or other such person are believed to be comparable, the Sub-Adviser may, at its discretion but subject to applicable law, select the executing broker, dealer or such other person on the basis of the Sub-Adviser’s opinion of the reliability and quality of such broker, dealer or such other person; broker or dealers selected by the Sub-Adviser for the purchase and sale of securities or other investment instruments for the Sub-Advised Assets may include brokers or dealers affiliated with the Sub-Adviser, provided such orders comply with Rules 17e-1 and 10f-3 under the 1940 Act and the Trust’s Rule 17e-1 and Rule 10f-3 Procedures, respectively, in all respects or any other applicable exemptive rules or orders applicable to the Sub-Adviser. Notwithstanding the foregoing, the Sub-Adviser will not effect any transaction with a broker or dealer that is an “affiliated person” (as defined under the 0000 Xxx) of the Sub-Adviser or the Adviser without the prior approval of the Adviser. The Subadviser Adviser shall provide the Sub-Adviser with a list of brokers or dealers that are affiliated persons of the Adviser. (d) The Sub-Adviser acknowledges that the Adviser and the Trust may rely on Rules 17a-7, 17a-10, 10f-3 and 17e-l under the 1940 Act, and the Sub-Adviser hereby agrees that it shall not consult with any other investment adviser to the Trust with respect to transactions in securities for the Sub-Advised Assets or any other transactions in the Trust’s assets, other than for the purposes of complying with the conditions of paragraphs (a) and (b) of Rule 12d3-l under the 1940 Act. (e) The Sub-Adviser has provided the Adviser with a true and complete copy of its compliance policies and procedures for compliance with “federal securities laws” (as such term is defined under Rule 38a-l of the 0000 Xxx) and Rule 206(4)-7 of the Advisers Act (the “Sub-Adviser Compliance Policies”). The Sub-Adviser’s chief compliance officer (“Sub-Adviser CCO”) shall provide to the Trust’s Chief Compliance Officer (“Trust CCO”) or his or her delegatee promptly (and in no event more than 10 business days) the following: (i) a report of any material changes to the Sub-Adviser Compliance Policies; (ii) a report of any “material compliance matters,” as defined by Rule 38a-l under the 1940 Act, that have occurred in connection with the Sub-Adviser Compliance Policies; (iii) a copy of the Sub-Adviser CCO’s report with respect to the annual review of the Sub-Adviser Compliance Policies pursuant to Rule 206(4)-7 under the Advisers Act; and (iv) an annual (or more frequently as the Trust CCO may reasonably request) certification regarding the Sub-Adviser’s compliance with Rule 206(4)-7 under the Advisers Act and Section 38a-l of the 1940 Act as well as the foregoing sub-paragraphs (i) – (iii). (f) The Sub-Adviser may, on occasions when it deems the purchase or sale of a security to be in the best interests of the Fund as well as other fiduciary or agency accounts managed by the Sub-Adviser, aggregate, to the extent permitted by applicable laws and regulations, the securities to be sold or purchased in order to obtain the best overall terms available and execution with respect to common and preferred stocks and the best net price and execution with respect to other securities. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Sub-Adviser in the manner it considers to be most fair and equitable over time to the Fund and to its other accounts. (g) The Sub-Adviser, in connection with its rights and duties with respect to the Fund and the Trust shall use the care, skill, prudence and diligence under the circumstances then prevailing that a prudent person acting in a like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aims. (h) The services of the Sub-Adviser hereunder are not deemed exclusive and the Sub-Adviser shall be free to render similar services to others (including other investment companies) so long as its services under this Agreement are not impaired thereby. (i) The Sub-Adviser shall furnish the Manager Adviser and the Administrator dailyadministrators of the Trust (together, the “Administrators”) weekly, monthly, quarterly and/or and annual reports concerning portfolio transactions and the investment performance of the Portfolio Sub-Advised Assets as the Adviser may reasonably determine in such form as may be mutually agreed upon, and agrees to review the Portfolio Sub-Advised Assets with the Adviser and discuss the management of them. The Sub-Adviser shall promptly respond to requests by the Portfolio with representatives Adviser, the Administrators to the Trust, and the Trust CCO or agents their delegates for copies of the Manager, pertinent books and records maintained by the Administrator or Sub-Advisers relating directly to the Fund at their reasonable requestFund. The Subadviser shall, as part of a complete portfolio compliance testing program (and based upon the information regarding the Portfolio in its possession), perform quarterly diversification testing under Section 817 (h) of the Code with respect to the Portfolio. The Subadviser shall provide timely notice each calendar quarter that such diversification was satisfied, or if not satisfied, that corrections were made within 30 days of the end of the calendar quarter. The Subadviser Sub-Adviser shall also provide the Manager, the Administrator or the Fund Adviser with such other information and reports, including information and reports related to compliance matters, as may reasonably be requested by the Manager, the Administrator or the Fund them from time to time, including without limitation all material as reasonably requested by or required to be delivered to the Board. (j) Unless otherwise instructed by the Adviser, the Sub-Adviser shall not have the power, discretion or responsibility to vote any proxies in connection with securities in which the Sub-Advised Assets may be requested invested, and the Adviser shall retain such responsibility. (k) The Sub-Adviser shall cooperate promptly and fully with the Adviser and/or the Trust in responding to any regulatory or compliance examinations or inspections (including any information requests) relating to the Trust, the Fund or the Adviser brought by any governmental or regulatory authorities. The Sub-Adviser shall provide to the Trust CCO or his or her delegate notice of any deficiencies that are identified by the Directors of United States Securities and Exchange Commission (“SEC”) in written correspondence to the Sub-Adviser and that relate to the services provided by the Sub-Adviser to the Fund pursuant to Section 15(c) of the 1940 Actthis Agreement. The Subadviser shall furnish the Manager (which may also provide it to the Fund’s Board of Directors) with copies of all material comments that are directly related to the Portfolio and the services provided under this Agreement received from the SEC following routine or special SEC examinations or inspections. c. The Subadviser Sub-Adviser shall provide to the Manager a copy of the Subadviser’s Form ADV as filed with the SEC and as amended from time to time and a list of the persons whom the Subadviser wishes to have authorized to give written and/or oral instructions to custodians of assets of the Portfolio. The Subadviser represents that it will notify the Manager of any change in the membership of the Subadviser such notification within a reasonable time period after any such change; delivery of receiving the Subadviser’s Disclosure Statement consisting of Part II of the Subadviser’s Form ADV correspondence. The Sub-Adviser shall be deemed to satisfy such notice requirement. d. In accordance with Rule 206(4)-7 under the Advisers Act, the Subadviser has adopted and implemented written policies and procedures reasonably designed to prevent violation of the Advisers Act and its Rules by the Subadviser and its supervised persons. Further, the Subadviser reviews, at least annually, its written policies and procedures and the effectiveness of their implementation. e. The Subadviser shall: i) Comply with the Manager’s written compliance policies and procedures pursuant to Rule 38a-1; ii) Provide copies of their annual compliance review report (or a summary of the process and findings) and copies of any third-party compliance audits; iii) Notify the Manager promptly of any contact from the SEC or other regulators or Self Regulatory Organization (“SRO”) provide additional information with respect to such deficiencies as is reasonably requested by the Portfolio Trust CCO or his or her delegatee. (1) The Sub-Adviser shall be responsible for the preparation and filing of Schedule 13G and Form 13F on behalf of the services provided Sub-Advised Assets. The Sub-Adviser shall not be responsible for the preparation or filing of any other reports required on behalf of the Sub-Advised Assets, except as may be expressly agreed to in writing. (m) The Sub-Adviser shall maintain separate detailed records of all matters pertaining to the Sub-Advised Assets, including, without limitation, brokerage and other records of all securities transactions. Any records required to be maintained and preserved pursuant to this Agreement (such as an examination, inquiry, investigation, institution the provisions of a proceeding, etc.); and iv) Notify the Manager promptly of any material compliance matters (as defined in Rule 38a-1 under the 0000 Xxx) 3la-1 and actions taken in response. f. In accordance with Rule 17a-10 31a-2 promulgated under the 1940 Act that are prepared or maintained by the Sub-Adviser on behalf of the Trust are the property of the Trust and any other applicable law, the Subadviser shall not consult with any other subadviser will be surrendered promptly to the Portfolio or any subadviser Trust upon request. The Sub-Adviser further agrees to any other portfolio of preserve for the Fund or periods prescribed in Rule 31a-2 under the 1940 Act the records required to any other investment company or investment company series for which the Manager serves as investment adviser concerning transactions of the Portfolio in securities or other assets, other than for purposes of complying with conditions of paragraphs (a) and (b) of be maintained under Rule 12d3-1 31a-1 under the 1940 Act. g. Unless (n) The Sub-Adviser shall promptly notify the Manager gives the Subadviser written instructions to the contrary, the Subadviser shall use its good faith judgment in a manner which it reasonably believes best serves the interest of the Portfolio’s shareholders to vote or abstain from voting all proxies solicited by or with respect to the issuers of securities in which assets of the Portfolio are invested. h. Upon the request of the Manager or the Portfolio’s pricing agent, the Subadviser shall provide reasonable and good faith fair valuations for any securities in the Portfolio for which the Portfolio’s pricing agent has determined current market quotations are not readily available or reliable. In connection with the provision of such securities valuations, the Subadviser shall further provide information concerning the basis upon which the Subadviser’s valuation determination was made as may be reasonably requested by the Manager, and all such information shall be provided in a format reasonably acceptable to the Manager. Except as set forth herein, the Subadviser shall not be responsible for determining valuations for the securities and/or other assets of the Portfolio. i. The Subadviser shall be responsible for expenses relating to the preparation, filing and mailing Adviser of any prospectus supplement or other required regulatory filings or mailings, exclusive of annual updates, required as a result of actions taken by financial condition that is likely to impair the SubadviserSub-Adviser’s ability to fulfill its commitments under this Agreement.

Sub-Advisory Services. a. (a) The Subadviser Advisers hereby appoint the Sub-Adviser to act as an investment adviser to the Fund for the periods and on the terms herein set forth. The Sub-Adviser accepts such appointment and agrees to render the services herein set forth, for the compensation herein provided. (b) The Sub-Adviser shall, subject to the supervision and oversight of the Manager and in cooperation with the Manager, as administrator, or with any other administrator appointed by the Manager (the “Administrator”)Advisers, manage the investment and reinvestment of such portion of the assets of the PortfolioFund, as the Advisers may from time to time allocate to the Sub-Adviser for management (the "Sub-Advised Assets"). The Subadviser Sub-Adviser shall invest and reinvest manage the assets of the Portfolio Sub-Advised Assets in conformity with (1i) the investment objective, policies and restrictions of the Portfolio Fund set forth in the Fund’s Trust's prospectus and statement of additional informationinformation relating to the Fund, as revised or supplemented they may be amended from time to time, relating to the Portfolio (the “Prospectus”), (2) any additional policies or guidelines guidelines, including without limitation compliance policies and procedures, established by the Manager Advisers, the Trust's Chief Compliance Officer, or by the Fund’s Directors Trust's Board of Trustees ("Board") that have been furnished in writing to the Subadviser and Sub-Adviser, (3ii) the provisions asset diversification tests applicable to regulated investment companies pursuant to section 851(b)(3) of the Internal Revenue Code Code, (iii) the “Code”) applicable to “regulated investment companies” (as defined in Section 851 of written instructions and directions received from 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 Advisers and the regulations thereunder, all Trust as from time to time in effect delivered; and (collectively, iv) the “Policies”), and with all applicable provisions of law, including without limitation all applicable provisions requirements of the Investment Company Act of 1940 (the “"1940 Act”) "), the rules and regulations thereunder and the interpretive opinions thereof Investment Advisers Act of the staff of the Securities and Exchange Commission 1940 (“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”"Advisers Act"), and all other federal and state laws applicable to inform registered investment companies and the Subadviser promptly Sub-Adviser's duties under this Agreement, all as may be in effect from time to time. The foregoing are referred to below together as the "Policies." For purposes of compliance with the Policies, the Sub-Adviser shall be entitled to treat the Sub-Advised Assets as though the Sub-Advised Assets constituted the entire Fund, and the Sub-Adviser shall not be responsible in any way for the compliance of any changes in such Insurance Restrictionsassets of the Fund, other than the Sub-Advised Assets, with the Policies. Subject to the foregoing, the Subadviser Sub-Adviser is authorized, in its discretion and without prior consultation with the ManagerAdvisers, to buy, sell, lend and otherwise trade in any stocks, bonds and other securities and investment instruments on behalf of the PortfolioFund, 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 the Portfolio Sub-Advised Assets may be invested in such proportions of stocks, bonds, other securities or investment instruments, or cash, as the Subadviser Sub-Adviser shall determine. Notwithstanding the foregoing provisions of this Section 1.a1(b), however, (i) the Subadviser Sub-Adviser shall, upon and in accordance with written instructions from either of the ManagerAdvisers, effect such portfolio transactions for the Portfolio Sub-Advised Assets as the Manager Adviser shall determine are necessary in order for the Portfolio Fund to comply with the Policies, and (ii) upon notice to the Sub-Adviser, the Advisers may effect in-kind redemptions with shareholders of the Fund with securities included within the Sub-Advised Assets. b. The Subadviser (c) Absent instructions from the Advisers or the officers of the Trust to the contrary, the Sub-Adviser shall furnish place orders pursuant to its determinations either directly with the Manager issuer or with any broker and/or dealer or other person who deals in the securities in which the Fund is trading. With respect to common and the Administrator dailypreferred stocks, weekly, monthly, quarterly and/or annual reports concerning in executing portfolio transactions and selecting brokers or dealers, the investment performance Sub-Adviser shall use its best judgment to obtain the best overall terms available. In assessing the best overall terms available for any transaction, the Sub-Adviser shall consider all factors it deems relevant, including the breadth of the Portfolio market in such form as may be mutually agreed uponthe security, the price of the security, the financial condition and execution capability of the broker or dealer, and agrees to review the Portfolio and discuss the management reasonableness of the Portfolio with representatives commission, if any, both for the specific transaction and on a continuing basis. In evaluating the best overall terms available and in selecting the broker or agents of the Managerdealer to execute a particular transaction, the Administrator or Sub-Adviser may also consider the Fund at their reasonable request. The Subadviser shall, brokerage and research services (as part of a complete portfolio compliance testing program (and based upon the information regarding the Portfolio those terms are defined in its possession), perform quarterly diversification testing under Section 817 (h28(e) of the Code with Securities Exchange Act of 1934) provided to the Fund and/or other account over which the Sub-Adviser and/or an affiliate of the Sub-Adviser exercises investment discretion. With respect to securities other than common and preferred stocks, in placing orders with brokers, dealers or other persons, the Portfolio. The Subadviser Sub-Adviser shall provide timely notice each calendar quarter attempt to obtain the best net price and execution of its orders, provided that to the extent the execution and price available from more than one broker, dealer or other such diversification was satisfiedperson are believed to be comparable, the Sub-Adviser may, at its discretion but subject to applicable law, select the executing broker, dealer or if not satisfied, that corrections were made within 30 days such other person on the basis of the end Sub-Adviser's opinion of the calendar quarterreliability and quality of such broker, dealer or such other person; broker or dealers selected by the Sub-Adviser for the purchase and sale of securities or other investment instruments for the Sub-Advised Assets may include brokers or dealers affiliated with the Sub-Adviser, provided such orders comply with Rules 17e-1 and 10f-3 under the 1940 Act and the Trust's Rule 17e-1 and Rule 10f-3 Procedures, respectively, in all respects or any other applicable exemptive rules or orders applicable to the Sub-Adviser. The Subadviser shall also provide Notwithstanding the Managerforegoing, the Administrator Sub-Adviser will not effect any transaction with a broker or the Fund with such other information and reports as may reasonably be requested by the Manager, the Administrator or the Fund from time to time, including without limitation all material as reasonably may be requested by the Directors of the Fund pursuant to Section 15(c) of the 1940 Act. The Subadviser shall furnish the Manager (which may also provide it to the Fund’s Board of Directors) with copies of all material comments dealer that are directly related to the Portfolio and the services provided under this Agreement received from the SEC following routine or special SEC examinations or inspections. c. The Subadviser shall provide to the Manager a copy of the Subadviser’s Form ADV as filed with the SEC and as amended from time to time and a list of the persons whom the Subadviser wishes to have authorized to give written and/or oral instructions to custodians of assets of the Portfolio. The Subadviser represents that it will notify the Manager of any change in the membership of the Subadviser within a reasonable time after any such change; delivery of the Subadviser’s Disclosure Statement consisting of Part II of the Subadviser’s Form ADV shall be deemed to satisfy such notice requirement. d. In accordance with Rule 206(4)-7 under the Advisers Act, the Subadviser has adopted and implemented written policies and procedures reasonably designed to prevent violation of the Advisers Act and its Rules by the Subadviser and its supervised persons. Further, the Subadviser reviews, at least annually, its written policies and procedures and the effectiveness of their implementation. e. The Subadviser shall: i) Comply with the Manager’s written compliance policies and procedures pursuant to Rule 38a-1; ii) Provide copies of their annual compliance review report (or a summary of the process and findings) and copies of any third-party compliance audits; iii) Notify the Manager promptly of any contact from the SEC or other regulators or Self Regulatory Organization (“SRO”) with respect to the Portfolio and the services provided pursuant to this Agreement (such as is an examination, inquiry, investigation, institution of a proceeding, etc.); and iv) Notify the Manager promptly of any material compliance matters "affiliated person" (as defined in Rule 38a-1 under the 0000 Xxx) and actions taken in responseof the Sub-Adviser or the Advisers without the prior approval of the Advisers. The Advisers shall provide the Sub-Adviser with a list of brokers or dealers that are affiliated persons of the Advisers. f. In accordance with Rule 17a-10 (d) The Sub-Adviser acknowledges that the Advisers and the Trust may rely on Rules 17a-7, 17a-10, 10f-3 and 17e-1 under the 1940 Act Act, and any other applicable law, the Subadviser Sub-Adviser hereby agrees that it shall not consult with any other subadviser investment adviser to the Portfolio Trust with respect to transactions in securities for the Sub-Advised Assets or any subadviser to any other portfolio of transactions in the Fund or to any other investment company or investment company series for which the Manager serves as investment adviser concerning transactions of the Portfolio in securities or other Trust's assets, other than for the purposes of complying with the conditions of paragraphs (a) and (b) of Rule 12d3-1 under the 1940 Act. g. Unless (e) The Sub-Adviser has provided the Manager gives Advisers with a true and complete copy of its compliance policies and procedures for compliance with "federal securities laws" (as such term is defined under Rule 38a-1 of the Subadviser written instructions 0000 Xxx) and Rule 206(4)-7 of the Advisers Act (the "Sub-Adviser Compliance Policies"). The Sub-Adviser's chief compliance officer ("Sub-Adviser CCO") shall provide to the contrary, Trust's Chief Compliance Officer (" Trust CCO") or his or her delegatee promptly (and in no event more than 10 business days) the Subadviser shall use its good faith judgment in a manner which it reasonably believes best serves the interest of the Portfolio’s shareholders to vote or abstain from voting all proxies solicited by or with respect to the issuers of securities in which assets of the Portfolio are invested. h. Upon the request of the Manager or the Portfolio’s pricing agent, the Subadviser shall provide reasonable and good faith fair valuations for any securities in the Portfolio for which the Portfolio’s pricing agent has determined current market quotations are not readily available or reliable. In connection with the provision of such securities valuations, the Subadviser shall further provide information concerning the basis upon which the Subadviser’s valuation determination was made as may be reasonably requested by the Manager, and all such information shall be provided in a format reasonably acceptable to the Manager. Except as set forth herein, the Subadviser shall not be responsible for determining valuations for the securities and/or other assets of the Portfolio. i. The Subadviser shall be responsible for expenses relating to the preparation, filing and mailing of any prospectus supplement or other required regulatory filings or mailings, exclusive of annual updates, required as a result of actions taken by the Subadviser.following:

Sub-Advisory Services. a. (a) The Subadviser Adviser hereby appoints the Sub-Adviser to act as an investment adviser to the Fund for the periods and on the terms herein set forth. The Sub-Adviser accepts such appointment and agrees to render the services herein set forth, for the compensation herein provided. (b) The Sub-Adviser shall, subject to the supervision and oversight of the Manager and in cooperation with the Manager, as administrator, or with any other administrator appointed by the Manager (the “Administrator”)Adviser, manage the investment and reinvestment of such portion of the assets of the PortfolioFund, as the Adviser may from time to time allocate to the Sub-Adviser for management (the “Sub-Advised Assets”). The Subadviser Sub-Adviser shall invest and reinvest manage the assets of the Portfolio Sub-Advised Assets in conformity with (1i) the investment objective, policies and restrictions of the Portfolio Fund set forth in the FundTrust’s prospectus and statement of additional informationinformation relating to the Fund, as revised or supplemented they may be amended from time to time, relating to the Portfolio (the “Prospectus”), (2) any additional policies or guidelines guidelines, including without limitation compliance policies and procedures, established by the Manager Adviser, the Trust’s Chief Compliance Officer, or by the FundTrust’s Directors Board of Trustees (“Board”) that have been PHTRANS/ 484468.2 NTAC:3NS-20 furnished in writing to the Subadviser and Sub-Adviser, (3ii) the provisions asset diversification tests applicable to regulated investment companies pursuant to section 851(b)(3) of the Internal Revenue Code Code, (iii) the “Code”) applicable to “regulated investment companies” (as defined in Section 851 of written instructions and directions received from 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 Adviser and the regulations thereunder, all Trust as from time to time in effect delivered; and (collectively, iv) the “Policies”), and with all applicable provisions of law, including without limitation all applicable provisions requirements of the Investment Company Act of 1940 (the “1940 Act”) ), the rules and regulations thereunder and the interpretive opinions thereof Investment Advisers Act of the staff of the Securities and Exchange Commission 1940 (“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 RestrictionsAdvisers Act”), and all other federal and state laws applicable to inform registered investment companies and the Subadviser promptly Sub-Adviser’s duties under this Agreement, all as may be in effect from time to time. The foregoing are referred to below together as the “Policies.” For purposes of compliance with the Policies, the Sub-Adviser shall be entitled to treat the Sub-Advised Assets as though the Sub-Advised Assets constituted the entire Fund, and the Sub-Adviser shall not be responsible in any way for the compliance of any changes in such Insurance Restrictionsassets of the Fund, other than the Sub-Advised Assets, with the Policies. Subject to the foregoing, the Subadviser Sub-Adviser is authorized, in its discretion and without prior consultation with the ManagerAdviser, to buy, sell, lend and otherwise trade in any stocks, bonds and other securities and investment instruments on behalf of the PortfolioFund, 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 the Portfolio Sub-Advised Assets may be invested in such proportions of stocks, bonds, other securities or investment instruments, or cash, as the Subadviser Sub-Adviser shall determine. Notwithstanding the foregoing provisions of this Section 1.a1(b), however, (i) the Subadviser Sub-Adviser shall, upon and in accordance with written instructions from the ManagerAdviser, effect such portfolio transactions for the Portfolio Sub-Advised Assets as the Manager Adviser shall determine are necessary in order for the Portfolio Fund to comply with the Policies, and (ii) upon notice to the Sub-Adviser, the Adviser may effect in-kind redemptions with shareholders of the Fund with securities included within the Sub-Advised Assets. b. The Subadviser (c) Absent instructions from the Adviser or the officers of the Trust to the contrary, the Sub-Adviser shall furnish place orders pursuant to its determinations either directly with the Manager issuer or with any broker and/or dealer or other person who deals in the securities in which the Fund is trading. With respect to common and the Administrator dailypreferred stocks, weekly, monthly, quarterly and/or annual reports concerning in executing portfolio transactions and selecting brokers or dealers, the investment performance Sub-Adviser shall use its best judgment to obtain the best overall terms available. In assessing the best overall terms available for any transaction, the Sub-Adviser shall consider all factors it deems relevant, including the breadth of the Portfolio market in such form as may be mutually agreed uponthe security, the price of the security, the financial condition and execution capability of the broker or dealer, and agrees to review the Portfolio and discuss the management reasonableness of the Portfolio with representatives commission, if any, both for the specific transaction and on a continuing basis. In evaluating the best overall terms available and in selecting the broker or agents of the Managerdealer to execute a particular transaction, the Administrator or Sub-Adviser may PHTRANS/ 484468.2 NTAC:3NS-20 also consider the Fund at their reasonable request. The Subadviser shall, brokerage and research services (as part of a complete portfolio compliance testing program (and based upon the information regarding the Portfolio those terms are defined in its possession), perform quarterly diversification testing under Section 817 (h28(e) of the Code with Securities Exchange Act of 1934) provided to the Fund and/or other account over which the Sub-Adviser and/or an affiliate of the Sub-Adviser exercises investment discretion. With respect to securities other than common and preferred stocks, in placing orders with brokers, dealers or other persons, the Portfolio. The Subadviser Sub-Adviser shall provide timely notice each calendar quarter attempt to obtain the best net price and execution of its orders, provided that to the extent the execution and price available from more than one broker, dealer or other such diversification was satisfiedperson are believed to be comparable, the Sub-Adviser may, at its discretion but subject to applicable law, select the executing broker, dealer or if not satisfied, that corrections were made within 30 days such other person on the basis of the end Sub-Adviser’s opinion of the calendar quarterreliability and quality of such broker, dealer or such other person; broker or dealers selected by the Sub-Adviser for the purchase and sale of securities or other investment instruments for the Sub-Advised Assets may include brokers or dealers affiliated with the Sub-Adviser, provided such orders comply with Rules 17e-1 and 10f-3 under the 1940 Act and the Trust’s Rule 17e-1 and Rule 10f-3 Procedures, respectively, in all respects or any other applicable exemptive rules or orders applicable to the Sub-Adviser. The Subadviser shall also provide Notwithstanding the Managerforegoing, the Administrator Sub-Adviser will not effect any transaction with a broker or the Fund with such other information and reports as may reasonably be requested by the Manager, the Administrator or the Fund from time to time, including without limitation all material as reasonably may be requested by the Directors of the Fund pursuant to Section 15(c) of the 1940 Act. The Subadviser shall furnish the Manager (which may also provide it to the Fund’s Board of Directors) with copies of all material comments dealer that are directly related to the Portfolio and the services provided under this Agreement received from the SEC following routine or special SEC examinations or inspections. c. The Subadviser shall provide to the Manager a copy of the Subadviser’s Form ADV as filed with the SEC and as amended from time to time and a list of the persons whom the Subadviser wishes to have authorized to give written and/or oral instructions to custodians of assets of the Portfolio. The Subadviser represents that it will notify the Manager of any change in the membership of the Subadviser within a reasonable time after any such change; delivery of the Subadviser’s Disclosure Statement consisting of Part II of the Subadviser’s Form ADV shall be deemed to satisfy such notice requirement. d. In accordance with Rule 206(4)-7 under the Advisers Act, the Subadviser has adopted and implemented written policies and procedures reasonably designed to prevent violation of the Advisers Act and its Rules by the Subadviser and its supervised persons. Further, the Subadviser reviews, at least annually, its written policies and procedures and the effectiveness of their implementation. e. The Subadviser shall: i) Comply with the Manager’s written compliance policies and procedures pursuant to Rule 38a-1; ii) Provide copies of their annual compliance review report (or a summary of the process and findings) and copies of any third-party compliance audits; iii) Notify the Manager promptly of any contact from the SEC or other regulators or Self Regulatory Organization (is an “SRO”) with respect to the Portfolio and the services provided pursuant to this Agreement (such as an examination, inquiry, investigation, institution of a proceeding, etc.); and iv) Notify the Manager promptly of any material compliance matters affiliated person” (as defined in Rule 38a-1 under the 0000 Xxx) and actions taken in responseof the Sub-Adviser or the Adviser without the prior approval of the Adviser. The Adviser shall provide the Sub-Adviser with a list of brokers or dealers that are affiliated persons of the Adviser. f. In accordance with Rule 17a-10 (d) The Sub-Adviser acknowledges that the Adviser and the Trust may rely on Rules 17a-7, 17a-10, 10f-3 and 17e-1 under the 1940 Act Act, and any other applicable law, the Subadviser Sub-Adviser hereby agrees that it shall not consult with any other subadviser investment adviser to the Portfolio Trust with respect to transactions in securities for the Sub-Advised Assets or any subadviser to any other portfolio of transactions in the Fund or to any other investment company or investment company series for which the Manager serves as investment adviser concerning transactions of the Portfolio in securities or other Trust’s assets, other than for the purposes of complying with the conditions of paragraphs (a) and (b) of Rule 12d3-1 under the 1940 Act. g. Unless (e) The Sub-Adviser has provided the Manager gives Adviser with a true and complete copy of its compliance policies and procedures for compliance with “federal securities laws” (as such term is defined under Rule 38a-1 of the Subadviser written instructions 0000 Xxx) and Rule 206(4)-7 of the Advisers Act (the “Sub-Adviser Compliance Policies”). The Sub-Adviser’s chief compliance officer (“Sub-Adviser CCO”) shall provide to the contraryTrust’s Chief Compliance Officer (“ Trust CCO”) or his or her delegatee promptly (and in no event more than 10 business days) the following: (i) a report of any material changes to the Sub-Adviser Compliance Policies; PHTRANS/ 484468.2 NTAC:3NS-20 (ii) a report of any “material compliance matters,” as defined by Rule 38a-1 under the 1940 Act, that have occurred in connection with the Subadviser shall use its good faith judgment in Sub-Adviser Compliance Policies; (iii) a manner which it reasonably believes best serves the interest copy of the PortfolioSub-Adviser CCO’s shareholders to vote or abstain from voting all proxies solicited by or report with respect to the issuers annual review of the Sub-Adviser Compliance Policies pursuant to Rule 206(4)-7 under the Advisers Act; and (iv) an annual (or more frequently as the Trust CCO may request) certification regarding the Sub-Adviser’s compliance with Rule 206(4)-7 under the Advisers Act and Section 38a-1 of the 1940 Act as well as the foregoing sub-paragraphs (i) – (iii). (f) The Sub-Adviser may, on occasions when it deems the purchase or sale of a security to be in the best interests of the Fund as well as other fiduciary or agency accounts managed by the Sub-Adviser, aggregate, to the extent permitted by applicable laws and regulations, the securities to be sold or purchased in order to obtain the best overall terms available and execution with respect to common and preferred stocks and the best net price and execution with respect to other securities. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Sub-Adviser in the manner it considers to be most fair and equitable over time to the Fund and to its other accounts. (g) The Sub-Adviser, in connection with its rights and duties with respect to the Fund and the Trust shall use the care, skill, prudence and diligence under the circumstances then prevailing that a prudent person acting in a like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aims. (h) The services of the Sub-Adviser hereunder are not deemed exclusive and the Sub-Adviser shall be free to render similar services to others (including other investment companies) so long as its services under this Agreement are not impaired thereby. The Sub-Adviser will waive enforcement of any non-compete agreement or other agreement or arrangement to which it is currently a party that restricts, limits, or otherwise interferes with the ability of the Adviser to employ or engage any person or entity to provide investment advisory or other services and will transmit to any person or entity notice of such waiver as may be required to give effect to this provision; and the Sub-Adviser will not become a party to any non-compete agreement or any other agreement, arrangement, or understanding that would restrict, limit, or otherwise interfere with the ability of the Adviser and the Trust or any of their affiliates to employ or engage any person or organization, now or in the future, to manage the Fund or any other assets managed by the Adviser. PHTRANS/ 484468.2 NTAC:3NS-20 (i) The Sub-Adviser shall furnish the Adviser and the administrators of the Trust (together, the “Administrators”) weekly, monthly, quarterly and annual reports concerning portfolio transactions and performance of the Sub-Advised Assets as the Adviser may reasonably determine in such form as may be mutually agreed upon, and agrees to review the Sub-Advised Assets with the Adviser and discuss the management of them. The Sub-Adviser shall promptly respond to requests by the Adviser, the Administrators to the Trust, and the Trust CCO or their delegates for copies of the pertinent books and records maintained by the Sub-Advisers relating directly to the Fund. The Sub-Adviser shall also provide the Adviser with such other information and reports, including information and reports related to compliance matters, as may reasonably be requested by them from time to time, including without limitation all material requested by or required to be delivered to the Board. (j) Unless otherwise instructed by the Adviser, the Sub-Adviser shall not have the power, discretion or responsibility to vote any proxies in connection with securities in which assets of the Portfolio are Sub-Advised Assets may be invested, and the Adviser shall retain such responsibility. h. Upon (k) The Sub-Adviser shall cooperate promptly and fully with the request of Adviser and/or the Manager Trust in responding to any regulatory or compliance examinations or inspections (including any information requests) relating to the Trust, the Fund or the Portfolio’s pricing agent, the Subadviser Adviser brought by any governmental or regulatory authorities. The Sub-Adviser shall provide to the Trust CCO or his or her delegate notice of any deficiencies that are identified by the United States Securities and Exchange Commission (“SEC”) in written correspondence to the Sub-Adviser and that relate to the services provided by the Sub-Adviser to the Fund pursuant to this Agreement. The Sub-Adviser shall provide such notification within a reasonable and good faith fair valuations for any securities in period after receiving the Portfolio for which the Portfolio’s pricing agent has determined current market quotations are not readily available or reliablecorrespondence. In connection The Sub-Adviser shall provide additional information with the provision of respect to such securities valuations, the Subadviser shall further provide information concerning the basis upon which the Subadviser’s valuation determination was made deficiencies as may be is reasonably requested by the Manager, and all such information Trust CCO or his or her delegatee. (l) The Sub-Adviser shall be provided in a format reasonably acceptable to responsible for the Managerpreparation and filing of Schedule 13G and Form 13F on behalf of the Sub-Advised Assets. Except as set forth herein, the Subadviser The Sub-Adviser shall not be responsible for determining valuations the preparation or filing of any other reports required on behalf of the Sub-Advised Assets, except as may be expressly agreed to in writing. (m) The Sub-Adviser shall maintain separate detailed records of all matters pertaining to the Sub-Advised Assets, including, without limitation, brokerage and other records of all securities transactions. Any records required to be maintained and preserved pursuant to the provisions of Rule 31a-1 and Rule 31a-2 promulgated under the 1940 Act that are prepared or maintained by the Sub-Adviser on behalf of the Trust are the property of PHTRANS/ 484468.2 NTAC:3NS-20 the Trust and will be surrendered promptly to the Trust upon request. The Sub-Adviser further agrees to preserve for the securities and/or other assets of periods prescribed in Rule 31a-2 under the Portfolio1940 Act the records required to be maintained under Rule 31a-1 under the 1940 Act. i. (n) The Subadviser Sub-Adviser shall be responsible for expenses relating to promptly notify the preparation, filing and mailing Adviser of any prospectus supplement or other required regulatory filings or mailings, exclusive of annual updates, required as a result of actions taken by financial condition that is likely to impair the SubadviserSub-Adviser’s ability to fulfill its commitments under this Agreement.

Sub-Advisory Services. a. (a) The Subadviser shall, subject to the supervision of the Manager and in cooperation with the Manager, as administrator, or with any other administrator appointed by the Manager (the “Administrator”), manage the investment and reinvestment of the assets of the Portfolio. The Subadviser shall invest and reinvest the assets of the Portfolio in conformity with (1) the investment objective, policies and restrictions of the Portfolio set forth in the Fund’s prospectus and statement of additional information, as revised or supplemented from time to time, relating to the Portfolio (the “Prospectus”), (2) any additional policies or guidelines established by the Manager or by the Fund’s Directors that have been furnished in writing to the Subadviser and (3) the provisions of the Internal Revenue Code (the “Code”) 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”), and with all applicable provisions of law, including without limitation all applicable provisions of the 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 (“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 instruments on behalf of the Portfolio, 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 the Portfolio may be invested in such proportions of stocks, bonds, other securities or investment instruments, or cash, as the Subadviser shall determine. Notwithstanding the foregoing provisions of this Section 1.a, however, the Subadviser shall, upon written instructions from the Manager, effect such portfolio transactions for the Portfolio as the Manager shall determine are necessary in order for the Portfolio to comply with the Policies. b. (b) The Subadviser shall furnish the Manager and the Administrator daily, weekly, monthly, quarterly and/or annual reports concerning portfolio transactions and the investment performance of the Portfolio in such form as may be mutually agreed upon, and agrees to review the Portfolio and discuss the management of the Portfolio with representatives or agents of the Manager, the Administrator or the Fund at their reasonable request. The Subadviser shall, as part of a complete portfolio compliance testing program (and based upon the information regarding the Portfolio in its possession)program, perform quarterly diversification testing under Section 817 (h) of the Code with respect to the PortfolioCode. The Subadviser shall provide timely notice each calendar quarter that such diversification was satisfied, or if not satisfied, that corrections were made within 30 days of the end of the calendar quarter. The Subadviser shall also provide the Manager, the Administrator or the Fund with such other information and reports as may reasonably be requested by the Manager, the Administrator or the Fund from time to time, including without limitation all material as reasonably may be requested by the Directors of the Fund pursuant to Section 15(c) of the 1940 Act. The Subadviser shall furnish the Manager (which may also provide it to the Fund’s Board of Directors) with copies of all material comments that are directly related to the Portfolio and the services provided under this Agreement received from the SEC following routine or special SEC examinations or inspections. c. (c) The Subadviser shall provide to the Manager a copy of the Subadviser’s Form ADV as filed with the SEC and as amended from time to time and a list of the persons whom the Subadviser wishes to have authorized to give written and/or oral instructions to custodians of assets of the Portfolio. The Subadviser represents that it will notify the Manager of any change in the membership of the Subadviser within a reasonable time after any such change; delivery of the Subadviser’s Disclosure Statement consisting of Part II of the Subadviser’s Form ADV shall be deemed to satisfy such notice requirement. d. In accordance with Rule 206(4)-7 under the Advisers Act, the Subadviser has adopted and implemented written policies and procedures reasonably designed to prevent violation of the Advisers Act and its Rules by the Subadviser and its supervised persons. Further, the Subadviser reviews, at least annually, its written policies and procedures and the effectiveness of their implementation. e. The Subadviser shall: i) Comply with the Manager’s written compliance policies and procedures pursuant to Rule 38a-1; ii(d) Provide copies of their annual compliance review report (or a summary of the process and findings) and copies of any third-party compliance audits; iii) Notify the Manager promptly of any contact from the SEC or other regulators or Self Regulatory Organization (“SRO”) with respect to the Portfolio and the services provided pursuant to this Agreement (such as an examination, inquiry, investigation, institution of a proceeding, etc.); and iv) Notify the Manager promptly of any material compliance matters (as defined in Rule 38a-1 under the 0000 Xxx) and actions taken in response. f. In accordance with Rule 17a-10 under the 1940 Act and any other applicable law, the Subadviser shall not consult with any other subadviser to the Portfolio or any subadviser to any other portfolio of the Fund or to any other investment company or investment company series for which the Manager serves as investment adviser concerning transactions of the Portfolio in securities or other assets, other than for purposes of complying with conditions of paragraphs (a) and (b) of Rule 12d3-1 under the 1940 Act. g. (e) Unless the Manager gives the Subadviser written instructions to the contrary, the Subadviser shall use its good faith judgment in a manner which it reasonably believes best serves the interest of the Portfolio’s shareholders to vote or abstain from voting all proxies solicited by or with respect to the issuers of securities in which assets of the Portfolio are invested. h. Upon (f) As the request delegate of the Manager or Directors of the Portfolio’s pricing agentFund, the Subadviser shall provide Manager with information providing the basis for reasonable and good faith fair valuations for any securities in the Portfolio for which the Portfolio’s pricing agent has determined Subadviser deems current market quotations are either not readily available or not reliable. In connection with the provision of such securities valuations, the Subadviser shall further will also provide fair valuation information concerning the basis upon which the Subadviser’s valuation determination was made as may be reasonably requested by the Manager, and all such information shall be provided in a format reasonably acceptable response to the Manager. Except as set forth herein, the Subadviser shall not be responsible for determining valuations for the securities and/or other assets reasonable inquiry of the PortfolioManager or Manager’s delegate. i. (g) The Subadviser shall be responsible for expenses relating to the preparation, filing printing and mailing of any prospectus supplement or other required regulatory filings or mailingssupplement, exclusive of annual updates, required solely as a result of actions taken by the Subadviser, including but not limited to, portfolio manager changes or disclosure changes requested by the Subadviser that affect the investment objective, principal investment strategies, principal investment risks and portfolio management sections of the prospectus. Application of this provision will not apply where the above-described changes can be implemented through annual updates or revisions otherwise required of the Manager but not prompted solely as a result of actions taken by the Subadviser.

Sub-Advisory Services. a. (a) The Subadviser Advisers hereby appoint the Sub-Adviser to act as an investment adviser to the Fund for the periods and on the terms herein set forth. The Sub-Adviser accepts such appointment and agrees to render the services herein set forth, for the compensation herein provided. (b) The Sub-Adviser shall, subject to the supervision and oversight of the Manager and in cooperation with the Manager, as administrator, or with any other administrator appointed by the Manager (the “Administrator”)Advisers, manage the investment and reinvestment of such portion of the assets of the PortfolioFund, as the Advisers may from time to time allocate to the Sub-Adviser for management (the “Sub-Advised Assets”). The Subadviser Sub-Adviser shall invest and reinvest manage the assets of the Portfolio Sub-Advised Assets in conformity with (1i) the investment objective, policies and restrictions of the Portfolio Fund set forth in the FundTrust’s prospectus and statement of additional informationinformation relating to the Fund, as revised or supplemented they may be amended from time to time, relating to the Portfolio (the “Prospectus”), (2) any additional policies or guidelines guidelines, including without limitation, compliance policies and procedures, established by the Manager Advisers, the Trust’s Chief Compliance Officer, or by the FundTrust’s Directors Board of Trustees (“Board”) that have been furnished in writing to the Subadviser and Sub-Adviser, (3ii) the provisions asset diversification tests applicable to regulated investment companies pursuant to section 851(b)(3) of the Internal Revenue Code Code, (iii) the “Code”) applicable to “regulated investment companies” (as defined in Section 851 of written instructions and directions received from 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 Advisers and the regulations thereunder, all Trust as from time to time in effect delivered; and (collectively, iv) the “Policies”), and with all applicable provisions of law, including without limitation all applicable provisions requirements of the Investment Company Act of 1940 (the “1940 Act”) ), the rules and regulations thereunder and the interpretive opinions thereof Investment Advisers Act of the staff of the Securities and Exchange Commission 1940 (“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 RestrictionsAdvisers Act”), and all other federal and state laws applicable to inform registered investment companies and the Subadviser promptly Sub-Adviser’s duties under this Agreement, all as may be in effect from time to time. The foregoing are referred to below together as the “Policies.” For purposes of compliance with the Policies, the Sub-Adviser shall be entitled to treat the Sub-Advised Assets as though the Sub-Advised Assets constituted the entire Fund, and the Sub-Adviser shall not be responsible in any way for the compliance of any changes in such Insurance Restrictionsassets of the Fund, other than the Sub-Advised Assets, with the Policies. Subject to the foregoing, the Subadviser Sub-Adviser is authorized, in its discretion and without prior consultation with the ManagerAdvisers, to buy, sell, lend and otherwise trade in any stocks, bonds and other securities and investment instruments on behalf of the PortfolioFund, 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 the Portfolio Sub-Advised Assets may be invested in such proportions of stocks, bonds, other securities or investment instruments, or cash, as the Subadviser Sub-Adviser shall determine. Notwithstanding the foregoing provisions of this Section 1.a1(b), however, (i) the Subadviser Sub-Adviser shall, upon and in accordance with written instructions from either of the ManagerAdvisers, effect such portfolio transactions for the Portfolio Sub-Advised Assets as the Manager Adviser shall determine are necessary in order for the Portfolio Fund to comply with the Policies, and (ii) upon notice to the Sub-Adviser, the Advisers may effect in-kind redemptions with shareholders of the Fund with securities included within the Sub-Advised Assets. b. The Subadviser (c) Absent instructions from the Advisers or the officers of the Trust to the contrary, the Sub-Adviser shall furnish place orders pursuant to its determinations either directly with the Manager issuer or with any broker and/or dealer or other person who deals in the securities in which the Fund is trading. With respect to common and the Administrator dailypreferred stocks, weekly, monthly, quarterly and/or annual reports concerning in executing portfolio transactions and selecting brokers or dealers, the investment performance Sub-Adviser shall use its best judgment to obtain the best overall terms available. In assessing the best overall terms available for any transaction, the Sub-Adviser shall consider all factors it deems relevant, including the breadth of the Portfolio market in such form as may be mutually agreed uponthe security, the price of the security, the financial condition and execution capability of the broker or dealer, and agrees to review the Portfolio and discuss the management reasonableness of the Portfolio with representatives commission, if any, both for the specific transaction and on a continuing basis. In evaluating the best overall terms available and in selecting the broker or agents of the Managerdealer to execute a particular transaction, the Administrator or Sub-Adviser may also consider the Fund at their reasonable request. The Subadviser shall, brokerage and research services (as part of a complete portfolio compliance testing program (and based upon the information regarding the Portfolio those terms are defined in its possession), perform quarterly diversification testing under Section 817 (h28(e) of the Code with Securities Exchange Act of 1934) provided to the Fund and/or other account over which the Sub-Adviser and/or an affiliate of the Sub-Adviser exercises investment discretion. With respect to securities other than common and preferred stocks, in placing orders with brokers, dealers or other persons, the Portfolio. The Subadviser Sub-Adviser shall provide timely notice each calendar quarter attempt to obtain the best net price and execution of its orders, provided that to the extent the execution and price available from more than one broker, dealer or other such diversification was satisfiedperson are believed to be comparable, the Sub-Adviser may, at its discretion but subject to applicable law, select the executing broker, dealer or such other person on the basis of the Sub-Adviser’s opinion of the reliability and quality of such broker, dealer or such other person; broker or dealers selected by the Sub-Adviser for the purchase and sale of securities or other investment instruments for the Sub-Advised Assets may include brokers or dealers affiliated with the Sub-Adviser, provided such orders comply with Rules 17e-1 and 10f-3 under the 1940 Act and the Trust’s Rule 17e-1 and Rule 10f-3 Procedures, respectively, in all respects, or if not satisfied, that corrections were made within 30 days of any other applicable exemptive rules or orders applicable to the end of Sub-Adviser. Notwithstanding the calendar quarter. The Subadviser shall also provide the Managerforegoing, the Administrator Sub-Adviser will not effect any transaction with a broker or the Fund with such other information and reports as may reasonably be requested by the Manager, the Administrator or the Fund from time to time, including without limitation all material as reasonably may be requested by the Directors of the Fund pursuant to Section 15(c) of the 1940 Act. The Subadviser shall furnish the Manager (which may also provide it to the Fund’s Board of Directors) with copies of all material comments dealer that are directly related to the Portfolio and the services provided under this Agreement received from the SEC following routine or special SEC examinations or inspections. c. The Subadviser shall provide to the Manager a copy of the Subadviser’s Form ADV as filed with the SEC and as amended from time to time and a list of the persons whom the Subadviser wishes to have authorized to give written and/or oral instructions to custodians of assets of the Portfolio. The Subadviser represents that it will notify the Manager of any change in the membership of the Subadviser within a reasonable time after any such change; delivery of the Subadviser’s Disclosure Statement consisting of Part II of the Subadviser’s Form ADV shall be deemed to satisfy such notice requirement. d. In accordance with Rule 206(4)-7 under the Advisers Act, the Subadviser has adopted and implemented written policies and procedures reasonably designed to prevent violation of the Advisers Act and its Rules by the Subadviser and its supervised persons. Further, the Subadviser reviews, at least annually, its written policies and procedures and the effectiveness of their implementation. e. The Subadviser shall: i) Comply with the Manager’s written compliance policies and procedures pursuant to Rule 38a-1; ii) Provide copies of their annual compliance review report (or a summary of the process and findings) and copies of any third-party compliance audits; iii) Notify the Manager promptly of any contact from the SEC or other regulators or Self Regulatory Organization (is an “SRO”) with respect to the Portfolio and the services provided pursuant to this Agreement (such as an examination, inquiry, investigation, institution of a proceeding, etc.); and iv) Notify the Manager promptly of any material compliance matters affiliated person” (as defined in Rule 38a-1 under the 0000 Xxx) and actions taken in responseof the Sub-Adviser or the Advisers without the prior approval of the Advisers. The Advisers shall provide the Sub-Adviser with a list of brokers or dealers that are affiliated persons of the Advisers. f. In accordance with Rule 17a-10 (d) The Sub-Adviser acknowledges that the Advisers and the Trust may rely on Rules 17a-7, 17a-10, 10f-3 and 17e-1 under the 1940 Act Act, and any other applicable law, the Subadviser Sub-Adviser hereby agrees that it shall not consult with any other subadviser investment adviser to the Portfolio Trust with respect to transactions in securities for the Sub-Advised Assets or any subadviser to any other portfolio of transactions in the Fund or to any other investment company or investment company series for which the Manager serves as investment adviser concerning transactions of the Portfolio in securities or other Trust’s assets, other than for the purposes of complying with the conditions of paragraphs (a) and (b) of Rule 12d3-1 under the 1940 Act. g. Unless (e) The Sub-Adviser has provided the Manager gives Advisers with a true and complete copy of its compliance policies and procedures for compliance with “federal securities laws” (as such term is defined under Rule 38a-1 of the Subadviser written instructions 0000 Xxx) and Rule 206(4)-7 of the Advisers Act (the “Sub-Adviser Compliance Policies”). The Sub-Adviser’s chief compliance officer (“Sub-Adviser CCO”) shall provide to the contraryTrust’s Chief Compliance Officer (“Trust CCO”) or his or her delegatee promptly (and in no event more than 10 business days) the following: (i) a report of any material changes to the Sub-Adviser Compliance Policies; (ii) a report of any “material compliance matters,” as defined by Rule 38a-1 under the 1940 Act, that have occurred in connection with the Subadviser shall use its good faith judgment in Sub-Adviser Compliance Policies; (iii) a manner which it reasonably believes best serves the interest copy of the PortfolioSub-Adviser CCO’s shareholders to vote or abstain from voting all proxies solicited by or report with respect to the issuers annual review of the Sub-Adviser Compliance Policies pursuant to Rule 206(4)-7 under the Advisers Act; and (iv) an annual (or more frequently as the Trust CCO may request) certification regarding the Sub-Adviser’s compliance with Rule 206(4)-7 under the Advisers Act and Section 38a-1 of the 1940 Act as well as the foregoing sub-paragraphs (i) – (iii). (f) The Sub-Adviser may, on occasions when it deems the purchase or sale of a security to be in the best interests of the Fund as well as other fiduciary or agency accounts managed by the Sub-Adviser, aggregate, to the extent permitted by applicable laws and regulations, the securities to be sold or purchased in order to obtain the best overall terms available and execution with respect to common and preferred stocks and the best net price and execution with respect to other securities. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Sub-Adviser in the manner it considers to be most fair and equitable over time to the Fund and to its other accounts. (g) The Sub-Adviser, in connection with its rights and duties with respect to the Fund and the Trust shall use the care, skill, prudence and diligence under the circumstances then prevailing that a prudent person acting in a like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aims. (h) The services of the Sub-Adviser hereunder are not deemed exclusive and the Sub-Adviser shall be free to render similar services to others (including other investment companies) so long as its services under this Agreement are not impaired thereby. (i) The Sub-Adviser shall furnish the Advisers and the administrators of the Trust (together, the “Administrators”) monthly, quarterly and annual reports, or more frequently as the Advisers may request, concerning portfolio transactions and performance of the Sub-Advised Assets as the Advisers may reasonably determine in such form as may be mutually agreed upon, and agrees to review the Sub-Advised Assets with the Advisers and discuss the management of them. The Sub-Adviser shall promptly respond to requests by the Advisers, the Administrators to the Trust, and the Trust CCO or their delegates for copies of the pertinent books and records maintained by the Sub-Advisers relating directly to the Fund. The Sub-Adviser shall also provide the Advisers with such other information and reports, including information and reports related to compliance matters, as may reasonably be requested by them from time to time, including without limitation all material requested by or required to be delivered to the Board. (j) Unless otherwise instructed by the Advisers, the Sub-Adviser shall not have the power, discretion or responsibility to vote any proxies in connection with securities in which assets the Sub-Advised Assets may be invested, and the Advisers shall retain such responsibility. (k) The Sub-Adviser shall cooperate promptly and fully with the Advisers and/or the Trust in responding to any regulatory or compliance examinations or inspections (including any information requests) relating to the Trust, the Fund or either of the Portfolio are investedAdvisers brought by any governmental or regulatory authorities. The Sub-Adviser shall provide to the Trust CCO or his or her delegate with notice within a reasonable period of any deficiencies or other issues identified by the United States Securities and Exchange Commission (“SEC”) in an examination or otherwise that relate to or that may affect the Sub-Adviser’s responsibilities with respect to the Fund. h. Upon (l) The Sub-Adviser shall be responsible for the request preparation and filing of Schedule 13G and Form 13F on behalf of the Manager or the Portfolio’s pricing agent, the Subadviser shall provide reasonable and good faith fair valuations for any securities in the Portfolio for which the Portfolio’s pricing agent has determined current market quotations are not readily available or reliableSub-Advised Assets. In connection with the provision of such securities valuations, the Subadviser shall further provide information concerning the basis upon which the Subadviser’s valuation determination was made as may be reasonably requested by the Manager, and all such information shall be provided in a format reasonably acceptable to the Manager. Except as set forth herein, the Subadviser The Sub-Adviser shall not be responsible for determining valuations the preparation or filing of any other reports required on behalf of the Sub-Advised Assets, except as may be expressly agreed to in writing. (m) The Sub-Adviser shall maintain separate detailed records of all matters pertaining to the Sub-Advised Assets, including, without limitation, brokerage and other records of all securities transactions. Any records required to be maintained and preserved pursuant to the provisions of Rule 31a-1 and Rule 31a-2 promulgated under the 1940 Act that are prepared or maintained by the Sub-Adviser on behalf of the Trust are the property of the Trust and will be surrendered promptly to the Trust upon request. The Sub-Adviser further agrees to preserve for the securities and/or other assets of periods prescribed in Rule 31a-2 under the Portfolio1940 Act the records required to be maintained under Rule 31a-1 under the 1940 Act. i. (n) The Subadviser Sub-Adviser shall be responsible for expenses relating to promptly notify the preparation, filing and mailing Advisers of any prospectus supplement or other required regulatory filings or mailings, exclusive of annual updates, required as a result of actions taken by financial condition that is likely to impair the SubadviserSub-Adviser’s ability to fulfill its commitments under this Agreement.

Sub-Advisory Services. a. (a) The Subadviser Adviser hereby appoints the Sub-Adviser to act as an investment adviser to the Fund for the periods and on the terms herein set forth. The Sub-Adviser accepts such appointment and agrees to render the services herein set forth, for the compensation herein provided. (b) The Sub-Adviser shall, subject to the supervision and oversight of the Manager and in cooperation with the Manager, as administrator, or with any other administrator appointed by the Manager (the “Administrator”)Adviser, manage the investment and reinvestment of such portion of the assets of the PortfolioFund, as the Adviser may from time to time allocate to the Sub-Adviser for management (the “Sub-Advised Assets”). The Subadviser Sub-Adviser shall invest and reinvest manage the assets of the Portfolio Sub-Advised Assets in conformity with (1i) the investment objective, policies and restrictions of the Portfolio Fund set forth in the FundTrust’s prospectus and statement of additional informationinformation relating to the Fund, as revised or supplemented they may be amended from time to time, relating to the Portfolio (the “Prospectus”), (2) any additional policies or guidelines guidelines, including without limitation compliance policies and procedures, established by the Manager Adviser, the Trust’s Chief Compliance Officer, or by the FundTrust’s Directors Board of Trustees (“Board”) that have been furnished in writing to the Subadviser and Sub-Adviser, (3ii) the provisions asset diversification tests applicable to regulated investment companies pursuant to section 851(b)(3) of the Internal Revenue Code Code, (iii) the “Code”) applicable to “regulated investment companies” (as defined in Section 851 of written instructions and directions received from 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 Adviser and the regulations thereunder, all Trust as from time delivered (to time the extent delivered in effect accordance with Section 18 hereof); and (collectively, iv) the “Policies”), and with all applicable provisions of law, including without limitation all applicable provisions requirements of the Investment Company Act of 1940 (the “1940 Act”) ), the rules and regulations thereunder and the interpretive opinions thereof Investment Advisers Act of the staff of the Securities and Exchange Commission 1940 (“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 RestrictionsAdvisers Act”), and all other federal and state laws applicable to inform registered investment companies and the Subadviser promptly Sub-Adviser’s duties under this Agreement, all as may be in effect from time to time. The foregoing are referred to below together as the “Policies.” For purposes of compliance with the Policies, the Sub-Adviser shall be entitled to treat the Sub-Advised Assets as though the Sub-Advised Assets constituted the entire Fund, and the Sub-Adviser shall not be responsible in any way for the compliance of any changes in such Insurance Restrictionsassets of the Fund, other than the Sub-Advised Assets, with the Policies. Subject to the foregoing, the Subadviser Sub-Adviser is authorized, in its discretion and without prior consultation with the ManagerAdviser, to buy, sell, lend and otherwise trade in any stocks, bonds and other securities and investment instruments on behalf of the PortfolioFund, 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 the Portfolio Sub-Advised Assets may be invested in such proportions of stocks, bonds, other securities or investment instruments, or cash, as the Subadviser Sub-Adviser shall determine. Notwithstanding the foregoing provisions of this Section 1.a1(b), however, (i) the Subadviser Sub-Adviser shall, upon and in accordance with written instructions from the ManagerAdviser, effect such portfolio transactions for the Portfolio Sub-Advised Assets as the Manager Adviser shall determine are necessary in order for the Portfolio Fund to comply with the Policies, and (ii) upon notice to the Sub-Adviser, the Adviser may effect in-kind redemptions with shareholders of the Fund with securities included within the Sub-Advised Assets. b. The Subadviser (c) Absent instructions from the Adviser or the officers of the Trust to the contrary, the Sub-Adviser shall furnish place orders pursuant to its determinations either directly with the Manager issuer or with any broker and/or dealer or other person who deals in the securities in which the Fund is trading. With respect to common and the Administrator dailypreferred stocks, weekly, monthly, quarterly and/or annual reports concerning in executing portfolio transactions and selecting brokers or dealers, the investment performance Sub-Adviser shall use its best judgment to obtain the best overall terms available. In assessing the best overall terms available for any transaction, the Sub-Adviser shall consider all factors it deems relevant, including the breadth of the Portfolio market in such form as may be mutually agreed uponthe security, the price of the security, the financial condition and execution capability of the broker or dealer, and agrees to review the Portfolio and discuss the management reasonableness of the Portfolio with representatives commission, if any, both for the specific transaction and on a continuing basis. In evaluating the best overall terms available and in selecting the broker or agents of the Managerdealer to execute a particular transaction, the Administrator or Sub-Adviser may also consider the Fund at their reasonable request. The Subadviser shall, brokerage and research services (as part of a complete portfolio compliance testing program (and based upon the information regarding the Portfolio those terms are defined in its possession), perform quarterly diversification testing under Section 817 (h28(e) of the Code with Securities Exchange Act of 1934) provided to the Fund and/or other accounts over which the Sub-Adviser and/or any affiliate of the Sub-Adviser exercises investment discretion. With respect to securities other than common and preferred stocks, in placing orders with brokers, dealers or other persons, the Portfolio. The Subadviser Sub-Adviser shall provide timely notice each calendar quarter attempt to obtain the best net price and execution of its orders, provided that to the extent the execution and price available from more than one broker, dealer or other such diversification was satisfiedperson are believed to be comparable, the Sub-Adviser may, at its discretion but subject to applicable law, select the executing broker, dealer or if not satisfied, that corrections were made within 30 days such other person on the basis of the end Sub-Adviser’s opinion of the calendar quarterreliability and quality of such broker, dealer or such other person; broker or dealers selected by the Sub-Adviser for the purchase and sale of securities or other investment instruments for the Sub-Advised Assets may include brokers or dealers affiliated with the Sub-Adviser, provided such orders comply with Rules 17e-1 and 10f-3 under the 1940 Act and the Trust’s Rule 17e-1 and Rule 10f-3 Procedures, respectively, in all respects or any other applicable exemptive rules or orders applicable to the Sub-Adviser. The Subadviser shall also provide Notwithstanding the Managerforegoing, the Administrator Sub-Adviser will not effect any transaction with a broker or the Fund with such other information and reports as may reasonably be requested by the Manager, the Administrator or the Fund from time to time, including without limitation all material as reasonably may be requested by the Directors of the Fund pursuant to Section 15(c) of the 1940 Act. The Subadviser shall furnish the Manager (which may also provide it to the Fund’s Board of Directors) with copies of all material comments dealer that are directly related to the Portfolio and the services provided under this Agreement received from the SEC following routine or special SEC examinations or inspections. c. The Subadviser shall provide to the Manager a copy of the Subadviser’s Form ADV as filed with the SEC and as amended from time to time and a list of the persons whom the Subadviser wishes to have authorized to give written and/or oral instructions to custodians of assets of the Portfolio. The Subadviser represents that it will notify the Manager of any change in the membership of the Subadviser within a reasonable time after any such change; delivery of the Subadviser’s Disclosure Statement consisting of Part II of the Subadviser’s Form ADV shall be deemed to satisfy such notice requirement. d. In accordance with Rule 206(4)-7 under the Advisers Act, the Subadviser has adopted and implemented written policies and procedures reasonably designed to prevent violation of the Advisers Act and its Rules by the Subadviser and its supervised persons. Further, the Subadviser reviews, at least annually, its written policies and procedures and the effectiveness of their implementation. e. The Subadviser shall: i) Comply with the Manager’s written compliance policies and procedures pursuant to Rule 38a-1; ii) Provide copies of their annual compliance review report (or a summary of the process and findings) and copies of any third-party compliance audits; iii) Notify the Manager promptly of any contact from the SEC or other regulators or Self Regulatory Organization (is an “SRO”) with respect to the Portfolio and the services provided pursuant to this Agreement (such as an examination, inquiry, investigation, institution of a proceeding, etc.); and iv) Notify the Manager promptly of any material compliance matters affiliated person” (as defined in Rule 38a-1 under the 0000 Xxx) and actions taken in responseof the Sub-Adviser or the Adviser without the prior approval of the Adviser. The Adviser shall provide the Sub-Adviser with a list of brokers or dealers that are affiliated persons of the Adviser. f. In accordance with Rule 17a-10 (d) The Sub-Adviser acknowledges that the Adviser and the Trust may rely on Rules 17a-7, 17a-10, 10f-3 and 17e-1 under the 1940 Act Act, and any other applicable law, the Subadviser Sub-Adviser hereby agrees that it shall not consult with any other subadviser investment adviser to the Portfolio Trust with respect to transactions in securities for the Sub-Advised Assets or any subadviser to any other portfolio of transactions in the Fund or to any other investment company or investment company series for which the Manager serves as investment adviser concerning transactions of the Portfolio in securities or other Trust’s assets, other than for the purposes of complying with the conditions of paragraphs (a) and (b) of Rule 12d3-1 under the 1940 Act. g. Unless (e) The Sub-Adviser has provided the Manager gives Adviser with a true and complete copy of its compliance policies and procedures for compliance with “federal securities laws” (as such term is defined under Rule 38a-1 of the Subadviser written instructions 0000 Xxx) and Rule 206(4)-7 of the Advisers Act (the “Sub-Adviser Compliance Policies”). The Sub-Adviser’s chief compliance officer (“Sub-Adviser CCO”) shall provide to the contraryTrust’s Chief Compliance Officer (“Trust CCO”) or his or her delegatee promptly (and in no event more than 10 business days) the following: (i) a report of any material changes to the Sub-Adviser Compliance Policies; (ii) a report of any “material compliance matters,” as defined by Rule 38a-1 under the 1940 Act, that have occurred in connection with the Subadviser shall use its good faith judgment in Sub-Adviser Compliance Policies; (iii) a manner which it reasonably believes best serves the interest copy of the PortfolioSub-Adviser CCO’s shareholders to vote or abstain from voting all proxies solicited by or report with respect to the issuers annual review of the Sub-Adviser Compliance Policies pursuant to Rule 206(4)-7 under the Advisers Act; and (iv) an annual (or more frequently as the Trust CCO may reasonably request) certification regarding the Sub-Adviser’s compliance with Rule 206(4)-7 under the Advisers Act and Section 38a-1 of the 1940 Act as well as the foregoing sub-paragraphs (i) – (iii). (f) The Sub-Adviser may, on occasions when it deems the purchase or sale of a security to be in the best interests of the Fund as well as other fiduciary or agency accounts managed by the Sub-Adviser, aggregate, to the extent permitted by applicable laws and regulations, the securities to be sold or purchased in order to obtain the best overall terms available and execution with respect to common and preferred stocks and the best net price and execution with respect to other securities. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Sub-Adviser in the manner it considers to be most fair and equitable over time to the Fund and to its other accounts. (g) The Sub-Adviser, in connection with its rights and duties with respect to the Fund and the Trust shall use the care, skill, prudence and diligence under the circumstances then prevailing that a prudent person acting in a like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aims. (h) The services of the Sub-Adviser hereunder are not deemed exclusive and the Sub-Adviser shall be free to render similar services to others (including other investment companies) so long as its services under this Agreement are not impaired thereby. (i) The Sub-Adviser shall furnish the Adviser and the administrators of the Trust (together, the “Administrators”) weekly, monthly, quarterly and annual reports concerning portfolio transactions and performance of the Sub-Advised Assets as the Adviser may reasonably determine in such form as may be mutually agreed upon, and agrees to review the Sub-Advised Assets with the Adviser and discuss the management of them. The Sub-Adviser shall promptly respond to requests by the Adviser, the Administrators to the Trust, and the Trust CCO or their delegates for copies of the pertinent books and records maintained by the Sub-Advisers relating directly to the Fund. The Sub-Adviser shall also provide the Adviser with such other information and reports, including information and reports related to compliance matters, as may reasonably be requested by them from time to time, including without limitation all material requested by or required to be delivered to the Board. (j) Unless otherwise instructed by the Adviser, the Sub-Adviser shall not have the power, discretion or responsibility to vote any proxies in connection with securities in which assets of the Portfolio are Sub-Advised Assets may be invested, and the Adviser shall retain such responsibility. h. Upon (k) The Sub-Adviser shall cooperate promptly and fully with the request of Adviser and/or the Manager Trust in responding to any regulatory or compliance examinations or inspections (including any information requests) relating to the Trust, the Fund or the Portfolio’s pricing agent, the Subadviser Adviser brought by any governmental or regulatory authorities. The Sub-Adviser shall provide to the Trust CCO or his or her delegate notice of any deficiencies that are identified by the United States Securities and Exchange Commission (“SEC”) in written correspondence to the Sub-Adviser and that relate to the services provided by the Sub-Adviser to the Fund pursuant to this Agreement. The Sub-Adviser shall provide such notification within a reasonable and good faith fair valuations for any securities in period after receiving the Portfolio for which the Portfolio’s pricing agent has determined current market quotations are not readily available or reliablecorrespondence. In connection The Sub-Adviser shall provide additional information with the provision of respect to such securities valuations, the Subadviser shall further provide information concerning the basis upon which the Subadviser’s valuation determination was made deficiencies as may be is reasonably requested by the Manager, and all such information Trust CCO or his or her delegatee. (l) The Sub-Adviser shall be provided in a format reasonably acceptable to responsible for the Managerpreparation and filing of Schedule 13G and Form 13F on behalf of the Sub-Advised Assets. Except as set forth herein, the Subadviser The Sub-Adviser shall not be responsible for determining valuations the preparation or filing of any other reports required on behalf of the Sub-Advised Assets, except as may be expressly agreed to in writing. (m) The Sub-Adviser shall maintain separate detailed records of all matters pertaining to the Sub-Advised Assets, including, without limitation, brokerage and other records of all securities transactions. Any records required to be maintained and preserved pursuant to the provisions of Rule 31a-1 and Rule 31a-2 promulgated under the 1940 Act that are prepared or maintained by the Sub-Adviser on behalf of the Trust are the property of the Trust and will be surrendered promptly to the Trust upon request. The Sub-Adviser further agrees to preserve for the securities and/or other assets of periods prescribed in Rule 31a-2 under the Portfolio1940 Act the records required to be maintained under Rule 31a-1 under the 1940 Act. i. (n) The Subadviser Sub-Adviser shall be responsible for expenses relating to promptly notify the preparation, filing and mailing Adviser of any prospectus supplement or other required regulatory filings or mailings, exclusive of annual updates, required as a result of actions taken by financial condition that is likely to impair the SubadviserSub-Adviser’s ability to fulfill its commitments under this Agreement.

Sub-Advisory Services. a. The Subadviser shall, subject to the supervision of the Manager and in cooperation with the Manager, as administrator, or with any other administrator appointed by the Manager (the “"Administrator”"), manage the investment and reinvestment of the assets of the Portfolio. The Subadviser shall invest and reinvest the assets of the Portfolio in conformity with (1) the investment objective, policies and restrictions of the Portfolio set forth in the Fund’s 's prospectus and statement of additional information, as revised or supplemented from time to time, relating to the Portfolio (the “"Prospectus”"), (2) any additional policies or guidelines established by the Manager or by the Fund’s 's Directors that have been furnished in writing to the Subadviser and (3) the provisions of the Internal Revenue Code (the “"Code”") 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”"), and with all applicable provisions of law, including without limitation all applicable provisions of the 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 (“"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 instruments on behalf of the Portfolio, 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 the Portfolio may be invested in such proportions of stocks, bonds, other securities or investment instruments, or cash, as the Subadviser shall determine. Notwithstanding the foregoing provisions of this Section 1.a, however, the Subadviser shall, upon written instructions from the Manager, effect such portfolio transactions for the Portfolio as the Manager shall determine are necessary in order for the Portfolio to comply with the Policies. b. The Subadviser shall furnish the Manager and the Administrator daily, weekly, monthly, quarterly and/or annual reports concerning portfolio transactions and the investment performance of the Portfolio in such form as may be mutually agreed upon, and agrees to review the Portfolio and discuss the management of the Portfolio with representatives or agents of the Manager, the Administrator or the Fund at their reasonable request. The Subadviser shall, as part of a complete portfolio compliance testing program (and based upon the information regarding the Portfolio in its possession), perform quarterly diversification testing under Section 817 (h) of the Code with respect to the Portfolio. The Subadviser shall provide timely notice each calendar quarter that such diversification was satisfied, or if not satisfied, that corrections were made within 30 days of the end of the calendar quarter. The Subadviser shall also provide the Manager, the Administrator or the Fund with such other information and reports as may reasonably be requested by the Manager, the Administrator or the Fund from time to time, including without limitation all material as reasonably may be requested by the Directors of the Fund pursuant to Section 15(c) of the 1940 Act. The Subadviser shall furnish the Manager (which may also provide it to the Fund’s 's Board of Directors) with copies of all material comments that are directly related to the Portfolio and the services provided under this Agreement received from the SEC following routine or special SEC examinations or inspections. c. The Subadviser shall provide to the Manager a copy of the Subadviser’s 's Form ADV as filed with the SEC and as amended from time to time and a list of the persons whom the Subadviser wishes to have authorized to give written and/or oral instructions to custodians of assets of the Portfolio. The Subadviser represents that it will notify the Manager of any change in the membership of the Subadviser within a reasonable time after any such change; delivery of the Subadviser’s 's Disclosure Statement consisting of Part II of the Subadviser’s 's Form ADV shall be deemed to satisfy such notice requirement. d. In accordance with Rule 206(4)-7 under the Advisers Act, the Subadviser has adopted and implemented written policies and procedures reasonably designed to prevent violation of the Advisers Act and its Rules by the Subadviser and its supervised persons. Further, the Subadviser reviews, at least annually, its written policies and procedures and the effectiveness of their implementation. e. The Subadviser shall: i) Comply with the Manager’s 's written compliance policies and procedures pursuant to Rule 38a-1; ii) Provide copies of their annual compliance review report (or a summary of the process and findings) and copies of any third-party compliance audits; iii) Notify the Manager promptly of any contact from the SEC or other regulators or Self Regulatory Organization (“"SRO”") with respect to the Portfolio and the services provided pursuant to this Agreement (such as an examination, inquiry, investigation, institution of a proceeding, etc.); and iv) Notify the Manager promptly of any material compliance matters (as defined in Rule 38a-1 under the 0000 Xxx1940 Act) and actions taken in response. f. In accordance with Rule 17a-10 under the 1940 Act and any other applicable law, the Subadviser shall not consult with any other subadviser to the Portfolio or any subadviser to any other portfolio of the Fund or to any other investment company or investment company series for which the Manager serves as investment adviser concerning transactions of the Portfolio in securities or other assets, other than for purposes of complying with conditions of paragraphs (a) and (b) of Rule 12d3-1 under the 1940 Act. g. Unless the Manager gives the Subadviser written instructions to the contrary, the Subadviser shall use its good faith judgment in a manner which it reasonably believes best serves the interest of the Portfolio’s 's shareholders to vote or abstain from voting all proxies solicited by or with respect to the issuers of securities in which assets of the Portfolio are invested. h. Upon the request of the Manager or the Portfolio’s 's pricing agent, the Subadviser shall provide reasonable and good faith fair valuations for any securities in the Portfolio for which the Portfolio’s 's pricing agent has determined current market quotations are not readily available or reliable. In connection with the provision of such securities valuations, the Subadviser shall further provide information concerning the basis upon which the Subadviser’s 's valuation determination was made as may be reasonably requested by the Manager, and all such information shall be provided in a format reasonably acceptable to the Manager. Except as set forth herein, the Subadviser shall not be responsible for determining valuations for the securities and/or other assets of the Portfolio. i. The Subadviser shall be responsible for expenses relating to the preparation, filing and mailing of any prospectus supplement or other required regulatory filings or mailings, exclusive of annual updates, required as a result of actions taken by the Subadviser.

Sub-Advisory Services. a. (a) The Subadviser Advisers hereby appoint the Sub-Adviser to act as an investment adviser to the Fund for the periods and on the terms herein set forth. The Sub-Adviser accepts such appointment and agrees to render the services herein set forth, for the compensation herein provided. (b) The Sub-Adviser shall, subject to the supervision and oversight of the Manager and in cooperation with the Manager, as administrator, or with any other administrator appointed by the Manager (the “Administrator”)Advisers, manage the investment and reinvestment of such portion of the assets of the PortfolioFund, as the Advisers may from time to time allocate to the Sub-Adviser for management (the "Sub-Advised Assets"). The Subadviser Sub-Adviser shall invest and reinvest manage the assets of the Portfolio Sub-Advised Assets in conformity with (1i) the investment objective, policies and restrictions of the Portfolio Fund set forth in the Fund’s Trust's prospectus and statement of additional informationinformation relating to the Fund, as revised or supplemented they may be amended from time to time, relating to the Portfolio (the “Prospectus”), (2) any additional policies or guidelines guidelines, including without limitation compliance policies and procedures, established by the Manager Advisers, the Trust's Chief Compliance Officer, or by the Fund’s Directors Trust's Board of Trustees ("Board") that have been furnished in writing to the Subadviser and Sub-Adviser, (3ii) the provisions asset diversification tests applicable to regulated investment companies pursuant to section 851(b)(3) of the Internal Revenue Code Code, (iii) the “Code”) applicable to “regulated investment companies” (as defined in Section 851 of written instructions and directions received from 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 Advisers and the regulations thereunder, all Trust as from time to time in effect delivered; and (collectively, iv) the “Policies”), and with all applicable provisions of law, including without limitation all applicable provisions requirements of the Investment Company Act of 1940 (the “"1940 Act”) "), the rules and regulations thereunder and the interpretive opinions thereof Investment Advisers Act of the staff of the Securities and Exchange Commission 1940 (“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”"Advisers Act"), and all other federal and state laws applicable to inform registered investment companies and the Subadviser promptly Sub-Adviser's duties under this Agreement, all as may be in effect from time to time. The foregoing are referred to below together as the "Policies." For purposes of compliance with the Policies, the Sub-Adviser shall be entitled to treat the Sub-Advised Assets as though the Sub-Advised Assets constituted the entire Fund, and the Sub-Adviser shall not be responsible in any way for the compliance of any changes in such Insurance Restrictionsassets of the Fund, other than the Sub-Advised Assets, with the Policies. Subject to the foregoing, the Subadviser Sub-Adviser is authorized, in its discretion and without prior consultation with the ManagerAdvisers, to buy, sell, lend and otherwise trade in any stocks, bonds and other securities and investment instruments on behalf of the PortfolioFund, 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 the Portfolio Sub-Advised Assets may be invested in such proportions of stocks, bonds, other securities or investment instruments, or cash, as the Subadviser Sub-Adviser shall determine. Notwithstanding the foregoing provisions of this Section 1.a1(b), however, (i) the Subadviser Sub-Adviser shall, upon and in accordance with written instructions from either of the ManagerAdvisers, effect such portfolio transactions for the Portfolio Sub-Advised Assets as the Manager Adviser shall determine are necessary in order for the Portfolio Fund to comply with the Policies, and (ii) upon notice to the Sub-Adviser, the Advisers may effect in-kind redemptions with shareholders of the Fund with securities included within the Sub-Advised Assets. b. The Subadviser (c) Absent instructions from the Advisers or the officers of the Trust to the contrary, the Sub-Adviser shall furnish place orders pursuant to its determinations either directly with the Manager issuer or with any broker and/or dealer or other person who deals in the securities in which the Fund is trading. With respect to common and the Administrator dailypreferred stocks, weekly, monthly, quarterly and/or annual reports concerning in executing portfolio transactions and selecting brokers or dealers, the investment performance Sub-Adviser shall use its best judgment to obtain the best overall terms available. In assessing the best overall terms available for any transaction, the Sub-Adviser shall consider all factors it deems relevant, including the breadth of the Portfolio market in such form as may be mutually agreed uponthe security, the price of the security, the financial condition and execution capability of the broker or dealer, and agrees to review the Portfolio and discuss the management reasonableness of the Portfolio with representatives commission, if any, both for the specific transaction and on a continuing basis. In evaluating the best overall terms available and in selecting the broker or agents of the Managerdealer to execute a particular transaction, the Administrator or Sub-Adviser may also consider the Fund at their reasonable request. The Subadviser shall, brokerage and research services (as part of a complete portfolio compliance testing program (and based upon the information regarding the Portfolio those terms are defined in its possession), perform quarterly diversification testing under Section 817 (h28(e) of the Code with Securities Exchange Act of 1934) provided to the Fund and/or other account over which the Sub-Adviser and/or an affiliate of the Sub-Adviser exercises investment discretion. With respect to securities other than common and preferred stocks, in placing orders with brokers, dealers or other persons, the Portfolio. The Subadviser Sub-Adviser shall provide timely notice each calendar quarter attempt to obtain the best net price and execution of its orders, provided that to the extent the execution and price available from more than one broker, dealer or other such diversification was satisfiedperson are believed to be comparable, the Sub-Adviser may, at its discretion but subject to applicable law, select the executing broker, dealer or such other person on the basis of the Sub-Adviser's opinion of the reliability and quality of such broker, dealer or such other person; broker or dealers selected by the Sub-Adviser for the purchase and sale of securities or other investment instruments for the Sub-Advised Assets may include brokers or dealers affiliated with the Sub-Adviser, provided such orders comply with Rules 17e-1 and 10f-3 under the 1940 Act and the Trust's Rule 17e-1 and Rule 10f-3 Procedures, respectively, in all respects, or if not satisfied, that corrections were made within 30 days of any other applicable exemptive rules or orders applicable to the end of Sub-Adviser. Notwithstanding the calendar quarter. The Subadviser shall also provide the Managerforegoing, the Administrator Sub-Adviser will not effect any transaction with a broker or the Fund with such other information and reports as may reasonably be requested by the Manager, the Administrator or the Fund from time to time, including without limitation all material as reasonably may be requested by the Directors of the Fund pursuant to Section 15(c) of the 1940 Act. The Subadviser shall furnish the Manager (which may also provide it to the Fund’s Board of Directors) with copies of all material comments dealer that are directly related to the Portfolio and the services provided under this Agreement received from the SEC following routine or special SEC examinations or inspections. c. The Subadviser shall provide to the Manager a copy of the Subadviser’s Form ADV as filed with the SEC and as amended from time to time and a list of the persons whom the Subadviser wishes to have authorized to give written and/or oral instructions to custodians of assets of the Portfolio. The Subadviser represents that it will notify the Manager of any change in the membership of the Subadviser within a reasonable time after any such change; delivery of the Subadviser’s Disclosure Statement consisting of Part II of the Subadviser’s Form ADV shall be deemed to satisfy such notice requirement. d. In accordance with Rule 206(4)-7 under the Advisers Act, the Subadviser has adopted and implemented written policies and procedures reasonably designed to prevent violation of the Advisers Act and its Rules by the Subadviser and its supervised persons. Further, the Subadviser reviews, at least annually, its written policies and procedures and the effectiveness of their implementation. e. The Subadviser shall: i) Comply with the Manager’s written compliance policies and procedures pursuant to Rule 38a-1; ii) Provide copies of their annual compliance review report (or a summary of the process and findings) and copies of any third-party compliance audits; iii) Notify the Manager promptly of any contact from the SEC or other regulators or Self Regulatory Organization (“SRO”) with respect to the Portfolio and the services provided pursuant to this Agreement (such as is an examination, inquiry, investigation, institution of a proceeding, etc.); and iv) Notify the Manager promptly of any material compliance matters "affiliated person" (as defined in Rule 38a-1 under the 0000 Xxx) and actions taken in responseof the Sub-Adviser or the Advisers without the prior approval of the Advisers. The Advisers shall provide the Sub-Adviser with a list of brokers or dealers that are affiliated persons of the Advisers. f. In accordance with Rule 17a-10 (d) The Sub-Adviser acknowledges that the Advisers and the Trust may rely on Rules 17a-7, 17a-10, 10f-3 and 17e-1 under the 1940 Act Act, and any other applicable law, the Subadviser Sub-Adviser hereby agrees that it shall not consult with any other subadviser investment adviser to the Portfolio Trust with respect to transactions in securities for the Sub-Advised Assets or any subadviser to any other portfolio of transactions in the Fund or to any other investment company or investment company series for which the Manager serves as investment adviser concerning transactions of the Portfolio in securities or other Trust's assets, other than for the purposes of complying with the conditions of paragraphs (a) and (b) of Rule 12d3-1 under the 1940 Act. g. Unless (e) The Sub-Adviser has provided the Manager gives Advisers with a true and complete copy of its compliance policies and procedures for compliance with "federal securities laws" (as such term is defined under Rule 38a-1 of the Subadviser written instructions 0000 Xxx) and Rule 206(4)-7 of the Advisers Act (the "Sub-Adviser Compliance Policies"). The Sub-Adviser's chief compliance officer ("Sub-Adviser CCO") shall provide to the contrary, Trust's Chief Compliance Officer ("Trust CCO") or his or her delegatee promptly (and in no event more than 10 business days) the Subadviser shall use its good faith judgment in a manner which it reasonably believes best serves the interest of the Portfolio’s shareholders to vote or abstain from voting all proxies solicited by or with respect to the issuers of securities in which assets of the Portfolio are invested. h. Upon the request of the Manager or the Portfolio’s pricing agent, the Subadviser shall provide reasonable and good faith fair valuations for any securities in the Portfolio for which the Portfolio’s pricing agent has determined current market quotations are not readily available or reliable. In connection with the provision of such securities valuations, the Subadviser shall further provide information concerning the basis upon which the Subadviser’s valuation determination was made as may be reasonably requested by the Manager, and all such information shall be provided in a format reasonably acceptable to the Manager. Except as set forth herein, the Subadviser shall not be responsible for determining valuations for the securities and/or other assets of the Portfolio. i. The Subadviser shall be responsible for expenses relating to the preparation, filing and mailing of any prospectus supplement or other required regulatory filings or mailings, exclusive of annual updates, required as a result of actions taken by the Subadviser.following:

Sub-Advisory Services. a. (a) The Subadviser Advisers hereby appoint the Sub-Adviser to act as an investment adviser to the Fund for the periods and on the terms herein set forth. The Sub-Adviser accepts such appointment and agrees to render the services herein set forth, for the compensation herein provided. (b) The Sub-Adviser shall, subject to the supervision and oversight of the Manager and in cooperation with the Manager, as administrator, or with any other administrator appointed by the Manager (the “Administrator”)Advisers, manage the investment and reinvestment of such portion of the assets of the PortfolioFund, as the Advisers may from time to time allocate to the Sub-Adviser for management (the “Sub-Advised Assets”). The Subadviser Sub- Adviser shall invest and reinvest manage the assets of the Portfolio Sub-Advised Assets in conformity with (1i) the investment objective, policies and restrictions of the Portfolio Fund set forth in the FundTrust’s prospectus and statement of additional informationinformation relating to the Fund, as revised or supplemented they may be amended from time to time, relating to the Portfolio (the “Prospectus”), (2) any additional policies or guidelines guidelines, including without limitation compliance policies and procedures, established by the Manager Advisers, the Trust’s Chief Compliance Officer, or by the FundTrust’s Directors Board of Trustees (“Board”) that have been furnished in writing to the Subadviser and Sub-Adviser, (3ii) the provisions asset diversification tests applicable to regulated investment companies pursuant to section 851(b)(3) of the Internal Revenue Code Code, (iii) the “Code”) applicable to “regulated investment companies” (as defined in Section 851 of written instructions and directions received from 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 Advisers and the regulations thereunder, all Trust as from time to time in effect delivered; and (collectively, iv) the “Policies”), and with all applicable provisions of law, including without limitation all applicable provisions requirements of the Investment Company Act of 1940 (the “1940 Act”) ), the rules and regulations thereunder and the interpretive opinions thereof Investment Advisers Act of the staff of the Securities and Exchange Commission 1940 (“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 RestrictionsAdvisers Act”), and all other federal and state laws applicable to inform registered investment companies and the Subadviser promptly Sub-Adviser’s duties under this Agreement, all as may be in effect from time to time. The foregoing are referred to below together as the “Policies.” For purposes of compliance with the Policies, the Sub-Adviser shall be entitled to treat the Sub-Advised Assets as though the Sub-Advised Assets constituted the entire Fund, and the Sub-Adviser shall not be responsible in any way for the compliance of any changes in such Insurance Restrictionsassets of the Fund, other than the Sub-Advised Assets, with the Policies. Subject to the foregoing, the Subadviser Sub-Adviser is authorized, in its discretion and without prior consultation with the ManagerAdvisers, to buy, sell, lend and otherwise trade in any stocks, bonds and other securities and investment instruments on behalf of the PortfolioFund, 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 the Portfolio Sub-Advised Assets may be invested in such proportions of stocks, bonds, other securities or investment instruments, or cash, as the Subadviser Sub-Adviser shall determine. Notwithstanding the foregoing provisions of this Section 1.a1(b), however, (i) the Subadviser Sub-Adviser shall, upon and in accordance with written instructions from either of the ManagerAdvisers, effect such portfolio transactions for the Portfolio Sub-Advised Assets as the Manager Adviser shall determine are necessary in order for the Portfolio Fund to comply with the Policies, and (ii) upon notice to the Sub-Adviser, the Advisers may effect in-kind redemptions with shareholders of the Fund with securities included within the Sub-Advised Assets. b. The Subadviser (c) Absent instructions from the Advisers or the officers of the Trust to the contrary, the Sub-Adviser shall furnish place orders pursuant to its determinations either directly with the Manager issuer or with any broker and/or dealer or other person who deals in the securities in which the Fund is trading. With respect to common and the Administrator dailypreferred stocks, weekly, monthly, quarterly and/or annual reports concerning in executing portfolio transactions and selecting brokers or dealers, the investment performance Sub-Adviser shall use its best judgment to obtain the best overall terms available. In assessing the best overall terms available for any transaction, the Sub-Adviser shall consider all factors it deems relevant, including the breadth of the Portfolio market in such form as may be mutually agreed uponthe security, the price of the security, the financial condition and execution capability of the broker or dealer, and agrees to review the Portfolio and discuss the management reasonableness of the Portfolio with representatives commission, if any, both for the specific transaction and on a continuing basis. In evaluating the best overall terms available and in selecting the broker or agents of the Managerdealer to execute a particular transaction, the Administrator or Sub-Adviser may also consider the Fund at their reasonable request. The Subadviser shall, brokerage and research services (as part of a complete portfolio compliance testing program (and based upon the information regarding the Portfolio those terms are defined in its possession), perform quarterly diversification testing under Section 817 (h28(e) of the Code with Securities Exchange Act of 1934) provided to the Fund and/or other account over which the Sub-Adviser and/or an affiliate of the Sub-Adviser exercises investment discretion. With respect to securities other than common and preferred stocks, in placing orders with brokers, dealers or other persons, the Portfolio. The Subadviser Sub-Adviser shall provide timely notice each calendar quarter attempt to obtain the best net price and execution of its orders, provided that to the extent the execution and price available from more than one broker, dealer or other such diversification was satisfiedperson are believed to be comparable, the Sub-Adviser may, at its discretion but subject to applicable law, select the executing broker, dealer or such other person on the basis of the Sub-Adviser’s opinion of the reliability and quality of such broker, dealer or such other person; broker or dealers selected by the Sub-Adviser for the purchase and sale of securities or other investment instruments for the Sub-Advised Assets may include brokers or dealers affiliated with the Sub-Adviser, provided such orders comply with Rules 17e-1 and 10f-3 under the 1940 Act and the Trust’s Rule 17e-1 and Rule 10f-3 Procedures, respectively, in all respects, or if not satisfied, that corrections were made within 30 days of any other applicable exemptive rules or orders applicable to the end of Sub-Adviser. Notwithstanding the calendar quarter. The Subadviser shall also provide the Managerforegoing, the Administrator Sub-Adviser will not effect any transaction with a broker or the Fund with such other information and reports as may reasonably be requested by the Manager, the Administrator or the Fund from time to time, including without limitation all material as reasonably may be requested by the Directors of the Fund pursuant to Section 15(c) of the 1940 Act. The Subadviser shall furnish the Manager (which may also provide it to the Fund’s Board of Directors) with copies of all material comments dealer that are directly related to the Portfolio and the services provided under this Agreement received from the SEC following routine or special SEC examinations or inspections. c. The Subadviser shall provide to the Manager a copy of the Subadviser’s Form ADV as filed with the SEC and as amended from time to time and a list of the persons whom the Subadviser wishes to have authorized to give written and/or oral instructions to custodians of assets of the Portfolio. The Subadviser represents that it will notify the Manager of any change in the membership of the Subadviser within a reasonable time after any such change; delivery of the Subadviser’s Disclosure Statement consisting of Part II of the Subadviser’s Form ADV shall be deemed to satisfy such notice requirement. d. In accordance with Rule 206(4)-7 under the Advisers Act, the Subadviser has adopted and implemented written policies and procedures reasonably designed to prevent violation of the Advisers Act and its Rules by the Subadviser and its supervised persons. Further, the Subadviser reviews, at least annually, its written policies and procedures and the effectiveness of their implementation. e. The Subadviser shall: i) Comply with the Manager’s written compliance policies and procedures pursuant to Rule 38a-1; ii) Provide copies of their annual compliance review report (or a summary of the process and findings) and copies of any third-party compliance audits; iii) Notify the Manager promptly of any contact from the SEC or other regulators or Self Regulatory Organization (is an “SRO”) with respect to the Portfolio and the services provided pursuant to this Agreement (such as an examination, inquiry, investigation, institution of a proceeding, etc.); and iv) Notify the Manager promptly of any material compliance matters affiliated person” (as defined in Rule 38a-1 under the 0000 Xxx) and actions taken in responseof the Sub-Adviser or the Advisers without the prior approval of the Advisers. The Advisers shall provide the Sub-Adviser with a list of brokers or dealers that are affiliated persons of the Advisers. f. In accordance with Rule 17a-10 (d) The Sub-Adviser acknowledges that the Advisers and the Trust may rely on Rules 17a-7, 17a-10, 10f-3 and 17e-1 under the 1940 Act Act, and any other applicable law, the Subadviser Sub-Adviser hereby agrees that it shall not consult with any other subadviser investment adviser to the Portfolio Trust with respect to transactions in securities for the Sub-Advised Assets or any subadviser to any other portfolio of transactions in the Fund or to any other investment company or investment company series for which the Manager serves as investment adviser concerning transactions of the Portfolio in securities or other Trust’s assets, other than for the purposes of complying with the conditions of paragraphs (a) and (b) of Rule 12d3-1 under the 1940 Act. g. Unless (e) The Sub-Adviser has provided the Manager gives Advisers with a true and complete copy of its compliance policies and procedures for compliance with “federal securities laws” (as such term is defined under Rule 38a-1 of the Subadviser written instructions 0000 Xxx) and Rule 206(4)-7 of the Advisers Act (the “Sub-Adviser Compliance Policies”). The Sub-Adviser’s chief compliance officer (“Sub-Adviser CCO”) shall provide to the contraryTrust’s Chief Compliance Officer (“Trust CCO”) or his or her delegatee promptly (and in no event more than 10 business days) the following: (i) a report of any material changes to the Sub-Adviser Compliance Policies; (ii) a report of any “material compliance matters,” as defined by Rule 38a-1 under the 1940 Act, that have occurred in connection with the Subadviser shall use its good faith judgment in Sub-Adviser Compliance Policies; (iii) a manner which it reasonably believes best serves the interest copy of the PortfolioSub-Adviser CCO’s shareholders to vote or abstain from voting all proxies solicited by or report with respect to the issuers annual review of the Sub-Adviser Compliance Policies pursuant to Rule 206(4)-7 under the Advisers Act; and (iv) an annual (or more frequently as the Trust CCO may request) certification regarding the Sub-Adviser’s compliance with Rule 206(4)-7 under the Advisers Act and Section 38a-1 of the 1940 Act as well as the foregoing sub-paragraphs (i) – (iii). (f) The Sub-Adviser may, on occasions when it deems the purchase or sale of a security to be in the best interests of the Fund as well as other fiduciary or agency accounts managed by the Sub-Adviser, aggregate, to the extent permitted by applicable laws and regulations, the securities to be sold or purchased in order to obtain the best overall terms available and execution with respect to common and preferred stocks and the best net price and execution with respect to other securities. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Sub-Adviser in the manner it considers to be most fair and equitable over time to the Fund and to its other accounts. (g) The Sub-Adviser, in connection with its rights and duties with respect to the Fund and the Trust shall use the care, skill, prudence and diligence under the circumstances then prevailing that a prudent person acting in a like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aims. (h) [Material Redacted Pursuant to an Exemptive Order Issued by the U.S. Securities and Exchange Commission]. (i) The Sub-Adviser shall furnish the Advisers and the administrators of the Trust (together, the “Administrators”) weekly, monthly, quarterly and annual reports concerning portfolio transactions and performance of the Sub-Advised Assets as the Advisers may reasonably determine in such form as may be mutually agreed upon, and agrees to review the Sub-Advised Assets with the Advisers and discuss the management of them. The Sub-Adviser shall promptly respond to requests by the Advisers, the Administrators to the Trust, and the Trust CCO or their delegatees for copies of the pertinent books and records maintained by the Sub-Advisers relating directly to the Fund. The Sub-Adviser shall also provide the Advisers with such other information and reports, including information and reports related to compliance matters, as may reasonably be requested by them from time to time, including without limitation all material requested by or required to be delivered to the Board. (j) Unless otherwise instructed by the Advisers, the Sub-Adviser shall not have the power, discretion or responsibility to vote any proxies in connection with securities in which assets the Sub-Advised Assets may be invested, and the Advisers shall retain such responsibility. (k) The Sub-Adviser shall cooperate promptly and fully with the Advisers and/or the Trust in responding to any regulatory or compliance examinations or inspections (including any information requests) relating to the Trust, the Fund or either of the Portfolio are investedAdvisers brought by any governmental or regulatory authorities. The Sub-Adviser shall provide the Trust CCO or his or her delegatee with notice within a reasonable period of any deficiencies or other issues identified by the United States Securities and Exchange Commission (“SEC”) in an examination or otherwise that relate to or that may affect the Sub-Adviser’s responsibilities with respect to the Fund. h. Upon (l) The Sub-Adviser shall be responsible for the request preparation and filing of Schedule 13G and Form 13F on behalf of the Manager or the Portfolio’s pricing agent, the Subadviser shall provide reasonable and good faith fair valuations for any securities in the Portfolio for which the Portfolio’s pricing agent has determined current market quotations are not readily available or reliableSub-Advised Assets. In connection with the provision of such securities valuations, the Subadviser shall further provide information concerning the basis upon which the Subadviser’s valuation determination was made as may be reasonably requested by the Manager, and all such information shall be provided in a format reasonably acceptable to the Manager. Except as set forth herein, the Subadviser The Sub-Adviser shall not be responsible for determining valuations the preparation or filing of any other reports required on behalf of the Sub-Advised Assets, except as may be expressly agreed to in writing. (m) The Sub-Adviser shall maintain separate detailed records of all matters pertaining to the Sub-Advised Assets, including, without limitation, brokerage and other records of all securities transactions. Any records required to be maintained and preserved pursuant to the provisions of Rule 31a-1 and Rule 31a-2 promulgated under the 1940 Act that are prepared or maintained by the Sub-Adviser on behalf of the Trust are the property of the Trust and will be surrendered promptly to the Trust upon request. The Sub-Adviser further agrees to preserve for the securities and/or other assets of periods prescribed in Rule 31a-2 under the Portfolio1940 Act the records required to be maintained under Rule 31a-1 under the 1940 Act. i. (n) The Subadviser Sub-Adviser shall be responsible for expenses relating to promptly notify the preparation, filing and mailing Advisers of any prospectus supplement or other required regulatory filings or mailings, exclusive of annual updates, required as a result of actions taken by financial condition that is likely to impair the SubadviserSub-Adviser’s ability to fulfill its commitments under this Agreement.

Sub-Advisory Services. a. (a) The Subadviser Adviser hereby appoints the Sub-Adviser to act as an investment adviser to the Fund for the periods and on the terms herein set forth. The Sub-Adviser accepts such appointment and agrees to render the services herein set forth, for the compensation herein provided. (b) The Sub-Adviser shall, subject to the supervision and oversight of the Manager and in cooperation with the Manager, as administrator, or with any other administrator appointed by the Manager (the “Administrator”)Adviser, manage the investment and reinvestment of such portion of the assets of the PortfolioFund, as the Adviser may from time to time allocate to the Sub-Adviser for management (the “Sub-Advised Assets”). The Subadviser Sub-Adviser shall invest and reinvest manage the assets of the Portfolio Sub-Advised Assets in conformity with (1i) the investment objective, policies and restrictions of the Portfolio Fund set forth in the FundTrust’s prospectus and statement of additional informationinformation relating to the Fund, as revised or supplemented they may be amended from time to time, relating to the Portfolio (the “Prospectus”), (2) any additional policies or guidelines guidelines, including without limitation compliance policies and procedures, established by the Manager Adviser, the Trust’s Chief Compliance Officer, or by the FundTrust’s Directors Board of Trustees (“Board”) that have been furnished in writing to the Subadviser and Sub-Adviser, (3ii) the provisions asset diversification tests PHTRANS/ 484468.2 applicable to regulated investment companies pursuant to section 851(b)(3) of the Internal Revenue Code Code, (iii) the “Code”) applicable to “regulated investment companies” (as defined in Section 851 of written instructions and directions received from 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 Adviser and the regulations thereunder, all Trust as from time to time in effect delivered; and (collectively, iv) the “Policies”), and with all applicable provisions of law, including without limitation all applicable provisions requirements of the Investment Company Act of 1940 (the “1940 Act”) ), the rules and regulations thereunder and the interpretive opinions thereof Investment Advisers Act of the staff of the Securities and Exchange Commission 1940 (“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 RestrictionsAdvisers Act”), and all other federal and state laws applicable to inform registered investment companies and the Subadviser promptly Sub-Adviser’s duties under this Agreement, all as may be in effect from time to time. The foregoing are referred to below together as the “Policies.” For purposes of compliance with the Policies, the Sub-Adviser shall be entitled to treat the Sub-Advised Assets as though the Sub-Advised Assets constituted the entire Fund, and the Sub-Adviser shall not be responsible in any way for the compliance of any changes in such Insurance Restrictionsassets of the Fund, other than the Sub-Advised Assets, with the Policies. Subject to the foregoing, the Subadviser Sub-Adviser is authorized, in its discretion and without prior consultation with the ManagerAdviser, to buy, sell, lend and otherwise trade in any stocks, bonds and other securities and investment instruments on behalf of the PortfolioFund, 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 the Portfolio Sub-Advised Assets may be invested in such proportions of stocks, bonds, other securities or investment instruments, or cash, as the Subadviser Sub-Adviser shall determine. Notwithstanding the foregoing provisions of this Section 1.a1(b), however, (i) the Subadviser Sub-Adviser shall, upon and in accordance with written instructions from the ManagerAdviser, effect such portfolio transactions for the Portfolio Sub-Advised Assets as the Manager Adviser shall determine are necessary in order for the Portfolio Fund to comply with the Policies, and (ii) upon notice to the Sub-Adviser, the Adviser may effect in-kind redemptions with shareholders of the Fund with securities included within the Sub-Advised Assets. b. The Subadviser (c) Absent instructions from the Adviser or the officers of the Trust to the contrary, the Sub-Adviser shall furnish place orders pursuant to its determinations either directly with the Manager issuer or with any broker and/or dealer or other person who deals in the securities in which the Fund is trading. With respect to common and the Administrator dailypreferred stocks, weekly, monthly, quarterly and/or annual reports concerning in executing portfolio transactions and selecting brokers or dealers, the investment performance Sub-Adviser shall use its best judgment to obtain the best overall terms available. In assessing the best overall terms available for any transaction, the Sub-Adviser shall consider all factors it deems relevant, including the breadth of the Portfolio market in such form as may be mutually agreed uponthe security, the price of the security, the financial condition and execution capability of the broker or dealer, and agrees to review the Portfolio and discuss the management reasonableness of the Portfolio with representatives commission, if any, both for the specific transaction and on a continuing basis. In evaluating the best overall terms available and in selecting the broker or agents of the Managerdealer to execute a particular transaction, the Administrator or Sub-Adviser may also consider the Fund at their reasonable request. The Subadviser shall, brokerage and research services (as part of a complete portfolio compliance testing program (and based upon the information regarding the Portfolio those terms are PHTRANS/ 484468.2 defined in its possession), perform quarterly diversification testing under Section 817 (h28(e) of the Code with Securities Exchange Act of 1934) provided to the Fund and/or other account over which the Sub-Adviser and/or an affiliate of the Sub-Adviser exercises investment discretion. With respect to securities other than common and preferred stocks, in placing orders with brokers, dealers or other persons, the Portfolio. The Subadviser Sub-Adviser shall provide timely notice each calendar quarter attempt to obtain the best net price and execution of its orders, provided that to the extent the execution and price available from more than one broker, dealer or other such diversification was satisfiedperson are believed to be comparable, the Sub-Adviser may, at its discretion but subject to applicable law, select the executing broker, dealer or if not satisfied, that corrections were made within 30 days such other person on the basis of the end Sub-Adviser’s opinion of the calendar quarterreliability and quality of such broker, dealer or such other person; broker or dealers selected by the Sub-Adviser for the purchase and sale of securities or other investment instruments for the Sub-Advised Assets may include brokers or dealers affiliated with the Sub-Adviser, provided such orders comply with Rules 17e-1 and 10f-3 under the 1940 Act and the Trust’s Rule 17e-1 and Rule 10f-3 Procedures, respectively, in all respects or any other applicable exemptive rules or orders applicable to the Sub-Adviser. The Subadviser shall also provide Notwithstanding the Managerforegoing, the Administrator Sub-Adviser will not effect any transaction with a broker or the Fund with such other information and reports as may reasonably be requested by the Manager, the Administrator or the Fund from time to time, including without limitation all material as reasonably may be requested by the Directors of the Fund pursuant to Section 15(c) of the 1940 Act. The Subadviser shall furnish the Manager (which may also provide it to the Fund’s Board of Directors) with copies of all material comments dealer that are directly related to the Portfolio and the services provided under this Agreement received from the SEC following routine or special SEC examinations or inspections. c. The Subadviser shall provide to the Manager a copy of the Subadviser’s Form ADV as filed with the SEC and as amended from time to time and a list of the persons whom the Subadviser wishes to have authorized to give written and/or oral instructions to custodians of assets of the Portfolio. The Subadviser represents that it will notify the Manager of any change in the membership of the Subadviser within a reasonable time after any such change; delivery of the Subadviser’s Disclosure Statement consisting of Part II of the Subadviser’s Form ADV shall be deemed to satisfy such notice requirement. d. In accordance with Rule 206(4)-7 under the Advisers Act, the Subadviser has adopted and implemented written policies and procedures reasonably designed to prevent violation of the Advisers Act and its Rules by the Subadviser and its supervised persons. Further, the Subadviser reviews, at least annually, its written policies and procedures and the effectiveness of their implementation. e. The Subadviser shall: i) Comply with the Manager’s written compliance policies and procedures pursuant to Rule 38a-1; ii) Provide copies of their annual compliance review report (or a summary of the process and findings) and copies of any third-party compliance audits; iii) Notify the Manager promptly of any contact from the SEC or other regulators or Self Regulatory Organization (is an “SRO”) with respect to the Portfolio and the services provided pursuant to this Agreement (such as an examination, inquiry, investigation, institution of a proceeding, etc.); and iv) Notify the Manager promptly of any material compliance matters affiliated person” (as defined in Rule 38a-1 under the 0000 Xxx) and actions taken in responseof the Sub-Adviser or the Adviser without the prior approval of the Adviser. The Adviser shall provide the Sub-Adviser with a list of brokers or dealers that are affiliated persons of the Adviser. f. In accordance with Rule 17a-10 (d) The Sub-Adviser acknowledges that the Adviser and the Trust may rely on Rules 17a-7, 17a-10, 10f-3 and 17e-1 under the 1940 Act Act, and any other applicable law, the Subadviser Sub-Adviser hereby agrees that it shall not consult with any other subadviser investment adviser to the Portfolio Trust with respect to transactions in securities for the Sub-Advised Assets or any subadviser to any other portfolio of transactions in the Fund or to any other investment company or investment company series for which the Manager serves as investment adviser concerning transactions of the Portfolio in securities or other Trust’s assets, other than for the purposes of complying with the conditions of paragraphs (a) and (b) of Rule 12d3-1 under the 1940 Act. g. Unless (e) The Sub-Adviser has provided the Manager gives Adviser with a true and complete copy of its compliance policies and procedures for compliance with “federal securities laws” (as such term is defined under Rule 38a-1 of the Subadviser written instructions 0000 Xxx) and Rule 206(4)-7 of the Advisers Act (the “Sub-Adviser Compliance Policies”). The Sub-Adviser’s chief compliance officer (“Sub-Adviser CCO”) shall provide to the contraryTrust’s Chief Compliance Officer (“ Trust CCO”) or his or her delegatee promptly (and in no event more than 10 business days) the following: (i) a report of any material changes to the Sub-Adviser Compliance Policies; (ii) a report of any “material compliance matters,” as defined by Rule 38a-1 under the 1940 Act, that have occurred in connection with the Subadviser shall use its good faith judgment in Sub-Adviser Compliance Policies; PHTRANS/ 484468.2 (iii) a manner which it reasonably believes best serves the interest copy of the PortfolioSub-Adviser CCO’s shareholders to vote or abstain from voting all proxies solicited by or report with respect to the issuers annual review of the Sub-Adviser Compliance Policies pursuant to Rule 206(4)-7 under the Advisers Act; and (iv) an annual (or more frequently as the Trust CCO may request) certification regarding the Sub-Adviser’s compliance with Rule 206(4)-7 under the Advisers Act and Section 38a-1 of the 1940 Act as well as the foregoing sub-paragraphs (i) – (iii). (f) The Sub-Adviser may, on occasions when it deems the purchase or sale of a security to be in the best interests of the Fund as well as other fiduciary or agency accounts managed by the Sub-Adviser, aggregate, to the extent permitted by applicable laws and regulations, the securities to be sold or purchased in order to obtain the best overall terms available and execution with respect to common and preferred stocks and the best net price and execution with respect to other securities. Aggregation may on some occasions operate to the advantage of the Fund and on other occasions to the disadvantage of the Fund. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Sub-Adviser in the manner it considers to be most fair and equitable over time to the Fund and to its other accounts. (g) The Sub-Adviser, in connection with its rights and duties with respect to the Fund and the Trust shall use the care, skill, prudence and diligence under the circumstances then prevailing that a prudent person acting in a like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aims. (h) The services of the Sub-Adviser hereunder are not deemed exclusive and the Sub-Adviser shall be free to render similar services to others (including other investment companies). The Adviser acknowledges that the Sub-Adviser, any affiliate and the directors, officers, employees thereof (“Interested Persons”) may perform similar services for others. The Sub-Adviser and where applicable other Interested Persons will use their best efforts to allocate investment opportunities among their clients in an equitable manner. Further, the Adviser understands the investment action taken on behalf of the Fund and other clients of the Sub-Adviser may differ. An Interested Person may buy, hold and deal in any investments or other asset of any kind, nature or description whatsoever (notwithstanding that the same or similar investments may be held by the Fund) whether for its own account or that of any other person. (i) The Sub-Adviser shall furnish the Adviser and the administrators of the Trust (together, the “Administrators”) weekly, monthly, quarterly and annual reports concerning portfolio transactions and performance of the Sub-Advised Assets as the Adviser may reasonably determine in such PHTRANS/ 484468.2 form as may be mutually agreed upon, and agrees to review the Sub-Advised Assets with the Adviser and discuss the management of them. The Sub-Adviser shall promptly respond to requests by the Adviser, the Administrators to the Trust, and the Trust CCO or their delegates for copies of the pertinent books and records maintained by the Sub-Advisers relating directly to the Fund. The Sub-Adviser shall also provide the Adviser with such other information and reports, including information and reports related to compliance matters, as may reasonably be requested by them from time to time, including without limitation all material requested by or required to be delivered to the Board. (j) Unless otherwise instructed by the Adviser, the Sub-Adviser shall not have the power, discretion or responsibility to vote any proxies in connection with securities in which assets the Sub-Advised Assets may be invested, and the Adviser shall retain such responsibility. However the Sub-Adviser shall be responsible for voting all corporate events or actions including any redemption, merger, consolidation, re-organisation, re-capitalisation, tender offer, rights offering, exchange, subscription or other offering in respect of the Portfolio are invested. h. Upon the request which a vote is required to be exercised and such other corporate events or actions in respect of the Manager or the Portfolio’s pricing agent, the Subadviser shall provide reasonable and good faith fair valuations for any securities an investment arising in the Portfolio for which the Portfolio’s pricing agent has determined current market quotations are not readily available or reliable. In connection with the provision of such securities valuationsFund in accordance with its fiduciary duties to the Fund and a written policy provided by the Sub-Adviser to the Adviser. (k) The Sub-Adviser shall cooperate promptly and fully with the Adviser and/or the Trust in responding to any regulatory or compliance examinations or inspections (including any information requests) relating to the Trust, the Subadviser Fund or the Adviser brought by any governmental or regulatory authorities. The Sub-Adviser shall further provide to the Trust CCO or his or her delegate notice of any deficiencies that are identified by the United States Securities and Exchange Commission (“SEC”) in written correspondence to the Sub-Adviser and that relate to the services provided by the Sub-Adviser to the Fund pursuant to this Agreement. The Sub-Adviser shall provide such notification within a reasonable period after receiving the correspondence. The Sub-Adviser shall provide additional information concerning the basis upon which the Subadviser’s valuation determination was made with respect to such deficiencies as may be is reasonably requested by the Manager, and all such information Trust CCO or his or her delegatee. (l) The Sub-Adviser shall be provided in a format reasonably acceptable to responsible for the Managerpreparation and filing of Schedule 13G and Form 13F on behalf of the Sub-Advised Assets. Except as set forth herein, the Subadviser The Sub-Adviser shall not be responsible for determining valuations the preparation or filing of any other reports required on behalf of the Sub-Advised Assets, except as may be expressly agreed to in writing. (m) The Sub-Adviser shall maintain separate detailed records of all matters pertaining to the Sub-Advised Assets, including, without limitation, brokerage and other records of all securities transactions. Any records PHTRANS/ 484468.2 required to be maintained and preserved pursuant to the provisions of Rule 31a-1 and Rule 31a-2 promulgated under the 1940 Act that are prepared or maintained by the Sub-Adviser on behalf of the Trust are the property of the Trust and will be surrendered promptly to the Trust upon request. The Sub-Adviser further agrees to preserve for the securities and/or other assets of periods prescribed in Rule 31a-2 under the Portfolio1940 Act the records required to be maintained under Rule 31a-1 under the 1940 Act. i. (n) The Subadviser Sub-Adviser shall be responsible for expenses relating to promptly notify the preparation, filing and mailing Adviser of any prospectus supplement or other required regulatory filings or mailings, exclusive of annual updates, required as a result of actions taken by financial condition that is likely to impair the SubadviserSub-Adviser’s ability to fulfill its commitments under this Agreement.

Sub-Advisory Services. a. a) The Subadviser Sub-Advisor shall, subject to the supervision and oversight of the Manager and in cooperation with the Manager, as administrator, or with any other administrator appointed by the Manager (the “Administrator”)Advisor, manage the investment and reinvestment of the all assets of each of the PortfolioFunds (“Fund Assets”). The Subadviser Sub-Advisor shall invest and reinvest manage the assets of the Portfolio Fund Assets in conformity with (1i) the investment objective, policies and restrictions of each of the Portfolio Funds set forth in the FundTrust’s prospectus and statement Statement of additional informationAdditional Information (“SAI”) relating to the Funds, as revised or supplemented they may be amended from time to time, relating to the Portfolio (the “Prospectus”), (2) any additional policies or guidelines guidelines, including without limitation compliance policies and procedures, established by the Manager Advisor, the Trust’s Chief Compliance Officer (“Trust CCO”), or by the FundTrust’s Directors Board of Trustees (“Board”) that have been furnished in writing to the Subadviser and Sub-Advisor; (3ii) written instructions or directions delivered by the Advisor or the Trust to the Sub-Advisor, as provided more particularly below; (iii) the provisions of the Internal Revenue Code (the “Code”) 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”), and with all applicable provisions of law, including without limitation all applicable provisions of the Investment Company Act of 1940 (the “1940 Act”), the Advisers Act and all other federal and state laws applicable to registered investment companies and the Sub-Advisor’s duties under this Agreement, all as may be 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 Advisor, the Trust and any investment sub-adviser of any of the Funds from certain provisions of the 1940 Act and the rules and regulations promulgated thereunder and the interpretive opinions thereof in respect of the staff of the Securities and Exchange Commission each Fund’s status as an exchange-traded fund (“SEC”) (“SEC PositionsAdvisor’s Exemptive Relief”); providedand (v) that certain order of the SEC dated July 8, however2014 (as may be amended from time to time) granting exemptive relief to the Advisor, that the Manager agrees to inform the Subadviser Trust and any investment sub-adviser of any of the Funds from certain provisions of the 1940 Act and all applicable state insurance law restrictions the rules promulgated thereunder in respect of permitting (a) each Fund that operate as “funds of funds” to limit or restrict acquire shares of certain registered open-end management investment companies, registered closed-end management investment companies, “business development companies” (as defined by section 2(a)(48) of the investments the Portfolio might otherwise make (“Insurance Restrictions”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 inform invest in certain financial instruments that may not be securities within the Subadviser promptly meaning of any changes section 2(a)(36) of the 1940 Act. The materials outlined above in such Insurance Restrictions. sub-clauses (i) through (iv) of this Section 2 are referred to herein below collectively as the “Policies.” Subject to the foregoing, the Subadviser Sub-Advisor is authorized, in its discretion and without prior consultation with the Manager, 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 Portfolio, 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 each of the Portfolio may be invested in such proportions of stocks, bonds, other securities or investment instruments, or cash, Funds as the Subadviser shall determineSub-Advisor deems appropriate, in the Sub-Advisor’s sole discretion and without prior consultation with the Advisor, in light of the Policies. Notwithstanding the foregoing provisions of this Section 1.a2(a), however, the Subadviser Sub-Advisor shall, upon and in accordance with written instructions from the ManagerAdvisor, effect such portfolio transactions for the Portfolio Fund Assets as the Manager Advisor shall determine are necessary or desirable in order for the Portfolio a Fund to comply with the Policies. b. b) Absent instructions from the Advisor or the officers of the Trust to the contrary, the Sub-Advisor shall place orders pursuant to its determinations either directly with the issuer or with any broker and/or dealer or other person who deals in the securities in which a Fund is trading. With respect to common and preferred stocks, in executing portfolio transactions and selecting brokers or dealers, the Sub-Advisor shall use its best judgment to obtain the best overall terms available. In assessing the best overall terms available for any transaction, the Sub-Advisor shall consider all factors it deems relevant, including the breadth of the market in the security, the price of the security, the financial condition and execution capability of the broker or dealer, and the reasonableness of the commission, if any, both for the specific transaction and on a continuing basis. In evaluating the best overall terms available and in selecting the broker or dealer to execute a particular transaction, the Sub-Advisor may also consider the brokerage and research services (as those terms are defined in section 28(e) of the Securities Exchange Act of 1934) provided to a Fund and/or other account over which the Sub-Advisor and/or an affiliate of the Sub-Advisor exercises investment discretion. With respect to securities other than common and preferred stocks, in placing orders with brokers, dealers or other persons, the Sub-Advisor shall attempt to obtain the best net price and execution of its orders, provided that to the extent the execution and price available from more than one broker, dealer or other such person are believed to be comparable, the Sub-Advisor may, at its discretion but subject to applicable law, select the executing broker, dealer or such other person on the basis of the Sub-Advisor’s opinion of the reliability and quality of such broker, dealer or such other person. Broker or dealers selected by the Sub-Advisor for the purchase and sale of securities or other investment instruments for Fund Assets may include the Advisor or brokers or dealers affiliated with the Advisor or the Sub-Advisor, provided such orders comply, as applicable, with Rules 17a-7, 17e-1 and 10f-3 under the 1940 Act and the Trust’s Rule 17a-7, Rule 17e-1 and Rule 10f-3 Procedures, respectively, in all respects, or any other applicable exemptive rules or orders applicable to the Sub-Advisor. Notwithstanding the foregoing, the Sub-Advisor will not effect any transaction with a broker or dealer that is an “affiliated person” (as defined under the 0000 Xxx) of the Advisor or the Sub-Advisor without the prior approval of the Advisor. The Subadviser Advisor shall provide the Sub-Advisor with a list of brokers or dealers that are affiliated persons of the Advisor. c) The Sub-Advisor has provided the Advisor with a true and complete copy of its compliance policies and procedures for compliance with “federal securities laws” (as such term is defined under Rule 38a-1 of the 0000 Xxx) and Rule 206(4)-7 of the Advisers Act (“Sub-Advisor Compliance Policies”). The Sub-Advisor’s chief compliance officer (“Sub-Advisor CCO”) shall provide to the Trust CCO or his or her delegate promptly (and in no event more than 10 business days) the following: i. a report of any material changes to the Sub-Advisor Compliance Policies; ii. a report of any “material compliance matters,” as defined by Rule 38a-1 under the 1940 Act, that have occurred in connection with the Sub-Advisor Compliance Policies; iii. a copy of the Sub-Advisor CCO’s report with respect to the annual review of the Sub-Advisor Compliance Policies pursuant to Rule 206(4)-7 under the Advisers Act; and iv. an annual (or more frequently as the Trust CCO may request) certification regarding the Sub-Advisor’s compliance with Rule 206(4)-7 under the Advisers Act and section 38a-1 of the 1940 Act as well as the foregoing sub-sections i through iv. d) The Sub-Advisor may, on occasions when it deems the purchase or sale of a security to be in the best interests of a Fund as well as other fiduciary or agency accounts managed by the Sub-Advisor, aggregate, to the extent permitted by applicable laws and regulations, the securities to be sold or purchased in order to obtain the best overall terms available and execution with respect to common and preferred stocks and the best net price and execution with respect to other securities. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Sub-Advisor in the manner it considers to be most fair and equitable over time to each of the Funds and to its other accounts. e) The Sub-Advisor, in connection with its rights and duties with respect to each of the Funds and the Trust shall use the care, skill, prudence and diligence under the circumstances then prevailing that a prudent person acting in a like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aims. f) The services of the Sub-Advisor to the Advisor, the Funds and the Trust are not to be deemed to be exclusive, and the Sub-Advisor shall be free to render investment advisory or other services to others and to engage in other activities. It is understood and agreed that the directors, officers, and employees of Sub-Advisor are not prohibited from engaging in any other business activity or from rendering services to any other person, or from serving as partners, officers, directors, trustees, or employees of any other firm or corporation. g) The Sub-Advisor shall furnish the Manager and the Administrator daily, weekly, Advisor monthly, quarterly and/or and annual reports concerning portfolio transactions and the investment performance of the Portfolio Fund Assets as the Advisor may reasonably request in such form as may be forms that are mutually agreed upon, upon by the Advisor and the Sub-Advisor. The Sub-Advisor also agrees to review the Portfolio Fund Assets with the Advisor and to discuss the management of such assets on a quarterly basis and as otherwise reasonably requested by the Portfolio with representatives Advisor. The Sub-Advisor shall promptly respond to requests by the Advisor and the Trust CCO or agents their respective delegates for copies of the Managerpertinent books and records relating directly to a Fund and as maintained by the Sub-Advisor in accordance with applicable rules, the Administrator or the Fund at their reasonable requestlaws and regulations. The Subadviser shall, as part of a complete portfolio compliance testing program (and based upon the information regarding the Portfolio in its possession), perform quarterly diversification testing under Section 817 (h) of the Code with respect to the Portfolio. The Subadviser shall provide timely notice each calendar quarter that such diversification was satisfied, or if not satisfied, that corrections were made within 30 days of the end of the calendar quarter. The Subadviser Sub-Advisor shall also provide the Manager, the Administrator or the Fund Advisor with such other information and reports, including information and reports related to compliance matters, as may reasonably be requested by the Manager, the Administrator or the Fund it from time to time, including without limitation all material as reasonably may be requested by or required to be delivered to the Directors Board. h) The Sub-Advisor will, unless and until otherwise directed by the Advisor, exercise all rights of security holders with respect to securities held by each Fund, including, but not limited to: voting proxies in accordance with the Sub-Advisor’s then-current proxy voting policies. i) The Sub-Advisor shall cooperate promptly and fully with the Advisor and/or the Trust in responding to any regulatory or compliance examinations or inspections (including any information requests) relating to the Trust, the Funds or the Advisor brought by any governmental or regulatory authorities. The Sub-Advisor shall provide the Trust CCO or his or her delegate with notice within a reasonable period of any deficiencies or other issues identified by the SEC in an examination or otherwise that relate to or that may affect the Sub-Advisor’s responsibilities with respect to each Fund. j) The Sub-Advisor shall be responsible for the preparation and filing of Schedule 13G and Form 13F with the SEC on behalf of the Fund Assets. The Sub-Advisor shall not be responsible for the preparation or filing of any other reports required on behalf of or in connection with the Fund Assets, the Funds or the Trust, except as may be expressly agreed to in writing. k) The Sub-Advisor shall maintain separate detailed records of all matters pertaining to the Fund Assets, including, without limitation, brokerage and other records of all securities transactions. Any records required to be maintained and preserved pursuant to Section 15(c) the provisions of the 1940 Act. The Subadviser shall furnish the Manager (which may also provide it to the Fund’s Board of Directors) with copies of all material comments that are directly related to the Portfolio Rule 17a-7, Rule 31a-1 and the services provided under this Agreement received from the SEC following routine or special SEC examinations or inspections. c. The Subadviser shall provide to the Manager a copy of the Subadviser’s Form ADV as filed with the SEC and as amended from time to time and a list of the persons whom the Subadviser wishes to have authorized to give written and/or oral instructions to custodians of assets of the Portfolio. The Subadviser represents that it will notify the Manager of any change in the membership of the Subadviser within a reasonable time after any such change; delivery of the Subadviser’s Disclosure Statement consisting of Part II of the Subadviser’s Form ADV shall be deemed to satisfy such notice requirement. d. In accordance with Rule 206(4)-7 under the Advisers Act, the Subadviser has adopted and implemented written policies and procedures reasonably designed to prevent violation of the Advisers Act and its Rules by the Subadviser and its supervised persons. Further, the Subadviser reviews, at least annually, its written policies and procedures and the effectiveness of their implementation. e. The Subadviser shall: i) Comply with the Manager’s written compliance policies and procedures pursuant to Rule 38a-1; ii) Provide copies of their annual compliance review report (or a summary of the process and findings) and copies of any third-party compliance audits; iii) Notify the Manager promptly of any contact from the SEC or other regulators or Self Regulatory Organization (“SRO”) with respect to the Portfolio and the services provided pursuant to this Agreement (such as an examination, inquiry, investigation, institution of a proceeding, etc.); and iv) Notify the Manager promptly of any material compliance matters (as defined in Rule 38a-1 under the 0000 Xxx) and actions taken in response. f. In accordance with Rule 17a-10 31a-2 promulgated under the 1940 Act that are prepared or maintained by the Sub-Advisor on behalf of the Trust are the property of the Trust and any other applicable law, the Subadviser shall not consult with any other subadviser will be surrendered promptly to the Portfolio or any subadviser Trust upon request. The Sub-Advisor further agrees to any other portfolio of preserve for the Fund or periods prescribed in Rule 31a-2 under the 1940 Act the records required to any other investment company or investment company series for which the Manager serves as investment adviser concerning transactions of the Portfolio in securities or other assets, other than for purposes of complying with conditions of paragraphs (a) and (b) of be maintained under Rule 12d3-1 31a-1 under the 1940 Act. g. Unless l) The Sub-Advisor shall promptly notify the Manager gives the Subadviser written instructions to the contrary, the Subadviser shall use its good faith judgment in a manner which it reasonably believes best serves the interest of the Portfolio’s shareholders to vote or abstain from voting all proxies solicited by or with respect to the issuers of securities in which assets of the Portfolio are invested. h. Upon the request of the Manager or the Portfolio’s pricing agent, the Subadviser shall provide reasonable and good faith fair valuations for any securities in the Portfolio for which the Portfolio’s pricing agent has determined current market quotations are not readily available or reliable. In connection with the provision of such securities valuations, the Subadviser shall further provide information concerning the basis upon which the Subadviser’s valuation determination was made as may be reasonably requested by the Manager, and all such information shall be provided in a format reasonably acceptable to the Manager. Except as set forth herein, the Subadviser shall not be responsible for determining valuations for the securities and/or other assets of the Portfolio. i. The Subadviser shall be responsible for expenses relating to the preparation, filing and mailing Advisor of any prospectus supplement or other required regulatory filings or mailings, exclusive of annual updates, required as a result of actions taken by financial condition that is likely to impair the SubadviserSub- Advisor’s ability to fulfill its commitments under this Agreement.

Sub-Advisory Services. a. The Subadviser shallIn its capacity as investment sub-adviser to the Fund, subject the Sub-adviser shall have the following responsibilities: (a) Subject to the supervision of the Manager Trust's Board of Trustees (the "Board") and in cooperation TAM, the Sub-adviser shall regularly provide the Fund with respect to such portion of the Fund's assets as shall be allocated to the Sub-adviser by TAM from time to time (the "Allocated Assets") with investment research, advice, management and supervision and shall furnish a continuous investment program for the Allocated Assets consistent with the ManagerFund's investment objectives, policies and restrictions, as administratorstated in the Fund's current Prospectus and Statement of Additional Information. The Sub-adviser shall, with respect to the Allocated Assets, determine from time to time what securities and other investments and instruments will be purchased, retained, sold or with exchanged by the Fund and what portion of the Allocated Assets will be held in the various securities and other investments in which the Fund invests, and shall implement those decisions, all subject to the provisions of the Trust's Declaration of Trust and By-Laws (collectively, the "Governing Documents"), the 1940 Act and the applicable rules and regulations promulgated thereunder by the Securities and Exchange Commission (the "SEC") and interpretive guidance issued thereunder by the SEC staff and any other administrator appointed by the Manager (the “Administrator”)applicable federal and state law, manage as well as the investment and reinvestment of the assets of the Portfolio. The Subadviser shall invest and reinvest the assets of the Portfolio in conformity with (1) the investment objectiveobjectives, policies and restrictions of the Portfolio set forth in Fund referred to above, and any other specific policies adopted by the Fund’s prospectus Board and statement of additional information, as revised or supplemented from time to time, relating disclosed to the Portfolio (Sub-adviser. The Sub-adviser shall ensure that the “Prospectus”), (2) any additional policies or guidelines established by Fund is and will be adequately diversified in accordance with the Manager or by the Fund’s Directors that have been furnished in writing to the Subadviser and (3) the provisions of the Internal Revenue Code (the “Code”) 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 Internal Revenue Code and the regulations thereunderof 1986, all as from time to time in effect (collectively, the “Policies”)amended, and with all applicable provisions of law, including without limitation all applicable provisions of the 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 (“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 RestrictionsTreas. 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 instruments on behalf of the Portfolio, 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 the Portfolio may be invested in such proportions of stocks, bonds, other securities or investment instruments, or cash, as the Subadviser shall determine. Notwithstanding the foregoing provisions of this Section 1.a, however, the Subadviser shall, upon written instructions from the Manager, effect such portfolio transactions for the Portfolio as the Manager shall determine are necessary in order for the Portfolio to comply with the PoliciesReg. b. The Subadviser shall furnish the Manager and the Administrator daily, weekly, monthly, quarterly and/or annual reports concerning portfolio transactions and the investment performance of the Portfolio in such form as may be mutually agreed upon, and agrees to review the Portfolio and discuss the management of the Portfolio with representatives or agents of the Manager, the Administrator or the Fund at their reasonable request. The Subadviser shall, as part of a complete portfolio compliance testing program (and based upon the information regarding the Portfolio in its possession), perform quarterly diversification testing under Section 817 (h) of the Code with respect to the Portfolio. The Subadviser shall provide timely notice each calendar quarter that such diversification was satisfied, or if not satisfied, that corrections were made within 30 days of the end of the calendar quarter. The Subadviser shall also provide the Manager, the Administrator or the Fund with such other information and reports as may reasonably be requested by the Manager, the Administrator or the Fund from time to time, including without limitation all material as reasonably may be requested by the Directors of the Fund pursuant to Section 15(c) of the 1940 Act. The Subadviser shall furnish the Manager (which may also provide it to the Fund’s Board of Directors) with copies of all material comments that are directly related to the Portfolio and the services provided under this Agreement received from the SEC following routine or special SEC examinations or inspections. c. The Subadviser shall provide to the Manager a copy of the Subadviser’s Form ADV as filed with the SEC and as amended from time to time and a list of the persons whom the Subadviser wishes to have authorized to give written and/or oral instructions to custodians of assets of the Portfolio. The Subadviser represents that it will notify the Manager of any change in the membership of the Subadviser within a reasonable time after any such change; delivery of the Subadviser’s Disclosure Statement consisting of Part II of the Subadviser’s Form ADV shall be deemed to satisfy such notice requirement. d. In accordance with Rule 206(4)-7 under the Advisers Act, the Subadviser has adopted and implemented written policies and procedures reasonably designed to prevent violation of the Advisers Act and its Rules by the Subadviser and its supervised persons. Further, the Subadviser reviews, at least annually, its written policies and procedures and the effectiveness of their implementation. e. The Subadviser shall: i) Comply with the Manager’s written compliance policies and procedures pursuant to Rule 38a-1; ii) Provide copies of their annual compliance review report (or a summary of the process and findings) and copies of any third-party compliance audits; iii) Notify the Manager promptly of any contact from the SEC or other regulators or Self Regulatory Organization (“SRO”) with respect to the Portfolio and the services provided pursuant to this Agreement (such as an examination, inquiry, investigation, institution of a proceeding, etc.); and iv) Notify the Manager promptly of any material compliance matters (as defined in Rule 38a-1 under the 0000 Xxx) and actions taken in response. f. In accordance with Rule 17a-10 under the 1940 Act and any other applicable law, the Subadviser shall not consult with any other subadviser to the Portfolio or any subadviser to any other portfolio of the Fund or to any other investment company or investment company series for which the Manager serves as investment adviser concerning transactions of the Portfolio in securities or other assets, other than for purposes of complying with conditions of paragraphs (a) and (b) of Rule 12d3-1 under the 1940 Act. g. Unless the Manager gives the Subadviser written instructions to the contrary, the Subadviser shall use its good faith judgment in a manner which it reasonably believes best serves the interest of the Portfolio’s shareholders to vote or abstain from voting all proxies solicited by or with respect to the issuers of securities in which assets of the Portfolio are invested. h. Upon the request of the Manager or the Portfolio’s pricing agent, the Subadviser shall provide reasonable and good faith fair valuations for any securities in the Portfolio for which the Portfolio’s pricing agent has determined current market quotations are not readily available or reliable. In connection with the provision of such securities valuations, the Subadviser shall further provide information concerning the basis upon which the Subadviser’s valuation determination was made as may be reasonably requested by the Manager, and all such information shall be provided in a format reasonably acceptable to the Manager. Except as set forth herein, the Subadviser shall not be responsible for determining valuations for the securities and/or other assets of the Portfolio. i. The Subadviser shall be responsible for expenses relating to the preparation, filing and mailing of any prospectus supplement or other required regulatory filings or mailings, exclusive of annual updates, required as a result of actions taken by the Subadviser.

Sub-Advisory Services. a. The Subadviser shall, subject to the supervision of the Manager and in cooperation with the Manager, as administrator, or with any other administrator appointed by the Manager (the “"Administrator”"), manage the investment and reinvestment of the assets of the Portfolio. The Subadviser shall invest and reinvest the assets of the Portfolio in conformity with (1) the investment objective, policies and restrictions of the Portfolio set forth in the Fund’s 's prospectus and statement of additional information, as revised or supplemented from time to time, relating to the Portfolio (the “"Prospectus”"), (2) any additional policies or guidelines established by the Manager or by the Fund’s 's Directors that have been furnished in writing to the Subadviser and (3) the provisions of the Internal Revenue Code (the “"Code”") 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”"), and with all applicable provisions of law, including without limitation all applicable provisions of the 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 (“"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 instruments on behalf of the Portfolio, 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 the Portfolio may be invested in such proportions of stocks, bonds, other securities or investment instruments, or cash, as the Subadviser shall determine. Notwithstanding the foregoing provisions of this Section 1.a, however, the Subadviser shall, upon written instructions from the Manager, effect such portfolio transactions for the Portfolio as the Manager shall determine are necessary in order for the Portfolio to comply with the Policies. b. The Subadviser shall furnish the Manager and the Administrator daily, weekly, monthly, quarterly and/or annual reports concerning portfolio transactions and the investment performance of the Portfolio in such form as may be mutually agreed upon, and agrees to review the Portfolio and discuss the management of the Portfolio with representatives or agents of the Manager, the Administrator or the Fund at their reasonable request. The Subadviser shall, as part of a complete portfolio compliance testing program (and based upon the information regarding the Portfolio in its possession)program, perform quarterly diversification testing under Section 817 (h) of the Code with respect to the PortfolioCode. The Subadviser shall provide timely notice each calendar quarter that such diversification was satisfied, or if not satisfied, that corrections were made within 30 days of the end of the calendar quarter. The Subadviser shall also provide the Manager, the Administrator or the Fund with such other information and reports as may reasonably be requested by the Manager, the Administrator or the Fund from time to time, including without limitation all material as reasonably may be requested by the Directors of the Fund pursuant to Section 15(c) of the 1940 Act. The Subadviser shall furnish the Manager (which may also provide it to the Fund’s 's Board of Directors) with copies of all material comments that are directly related to the Portfolio and the services provided under this Agreement received from the SEC following routine or special SEC examinations or inspections. c. The Subadviser shall provide to the Manager a copy of the Subadviser’s 's Form ADV as filed with the SEC and as amended from time to time and a list of the persons whom the Subadviser wishes to have authorized to give written and/or oral instructions to custodians of assets of the Portfolio. The Subadviser represents that it will notify the Manager of any change in the membership of the Subadviser within a reasonable time after any such change; delivery of the Subadviser’s Disclosure Statement consisting of Part II of the Subadviser’s Form ADV shall be deemed to satisfy such notice requirement.; d. In accordance with Rule 206(4)-7 under the Advisers Act, the Subadviser has adopted and implemented written policies and procedures reasonably designed to prevent violation of the Advisers Act and its Rules by the Subadviser and its supervised persons. Further, the Subadviser reviews, at least annually, its written policies and procedures and the effectiveness of their implementation. e. The Subadviser shall: i) Comply with the Manager’s written compliance policies and procedures pursuant to Rule 38a-1; ii) Provide copies of their annual compliance review report (or a summary of the process and findings) and copies of any third-party compliance audits; iii) Notify the Manager promptly of any contact from the SEC or other regulators or Self Regulatory Organization (“SRO”) with respect to the Portfolio and the services provided pursuant to this Agreement (such as an examination, inquiry, investigation, institution of a proceeding, etc.); and iv) Notify the Manager promptly of any material compliance matters (as defined in Rule 38a-1 under the 0000 Xxx) and actions taken in response. f. In accordance with Rule 17a-10 under the 1940 Act and any other applicable law, the Subadviser shall not consult with any other subadviser to the Portfolio or any subadviser to any other portfolio of the Fund or to any other investment company or investment company series for which the Manager serves as investment adviser concerning transactions of the Portfolio in securities or other assets, other than for purposes of complying with conditions of paragraphs (a) and (b) of Rule 12d3-1 under the 1940 Act. g. e. Unless the Manager gives the Subadviser written instructions to the contrary, the Subadviser shall use its good faith judgment in a manner which it reasonably believes best serves the interest of the Portfolio’s 's shareholders to vote or abstain from voting all proxies solicited by or with respect to the issuers of securities in which assets of the Portfolio are invested. h. Upon f. As the request delegate of the Manager or Directors of the Portfolio’s pricing agentFund, the Subadviser shall provide be responsible for providing reasonable and good faith fair valuations for any securities in the Portfolio for which the Portfolio’s pricing agent has determined current market quotations are not readily available or reliable. In connection with the provision of such securities valuations, the Subadviser shall further provide information concerning the basis upon which the Subadviser’s valuation determination was made as may be reasonably requested by the Manager, and all such information shall be provided in a format reasonably acceptable to the Manager. Except as set forth herein, the Subadviser shall not be responsible for determining valuations for the securities and/or other assets of the Portfolio. i. g. The Subadviser shall be responsible for expenses relating to the preparation, filing printing and mailing of any prospectus supplement or other required regulatory filings or mailingssupplement, exclusive of annual updates, required solely as a result of actions taken by the Subadviser, including but not limited to, portfolio manager changes or disclosure changes requested by the Subadviser that affect the investment objective, principal investment strategies, principal investment risks and portfolio management sections of the prospectus. Application of this provision will not apply where the above-described changes can be implemented through annual updates or revisions otherwise required of the Manager but not prompted solely as a result of actions taken by the Subadviser.

Sub-Advisory Services. a. The Subadviser Sub-Adviser shall, subject to the supervision of the Manager and in cooperation with the Manager, as administrator, or with of any other administrator appointed by the Manager (the “"Administrator”"), manage the investment and reinvestment of such portion of the assets of the PortfolioSeries as the Manager may from time to time allocate to the Sub-Adviser for management (such portion, the "Segment") and the Sub-Adviser shall have the authority on behalf of the Series to vote all proxies and exercise all other rights of the Series as a security holder of companies in which the Segment from time to time invests. The Subadviser Sub-Adviser shall invest and reinvest manage the assets of the Portfolio Segment in conformity with (1) the investment objective, policies and restrictions of the Portfolio Series set forth in the Fund’s Trust's prospectus and statement of additional information, as revised or supplemented from time to time, information relating to the Portfolio (the “Prospectus”)Series, (2) any additional policies or guidelines established by the Manager or by the Fund’s Directors Trust's trustees that have been furnished in writing to the Subadviser Sub-Adviser and (3) the provisions of the Internal Revenue Code (the “"Code”") 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”"), and with all applicable provisions of law, including without limitation all applicable provisions of the Investment Company Act of 1940 (the “"1940 Act”") and the rules and regulations thereunder thereunder. For purposes of compliance with the Policies, the Sub-Adviser shall be entitled to treat the Segment as though the Segment constituted the entire Series, and the interpretive opinions thereof Sub-Adviser shall not be responsible in any way for the compliance of any assets of the staff Series, other than the Segment, with the Policies, or for the compliance of the Securities and Exchange Commission (“SEC”) (“SEC Positions”); providedSeries, howevertaken as a whole, that with 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 RestrictionsPolicies. Subject to the foregoing, the Subadviser Sub-Adviser 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 PortfolioSegment, 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 the Portfolio Segment may be invested in such proportions of stocks, bonds, other securities or investment instruments, or cash, as the Subadviser Sub-Adviser shall determine. Notwithstanding the foregoing provisions of this Section 1.a, ; however, the Subadviser Sub-Adviser shall, upon written instructions from the Manager, effect such portfolio transactions for the Portfolio Segment as the Manager shall determine are necessary in order for the Portfolio Series to comply with the Policies. b. The Subadviser shall furnish the Manager and the Administrator daily, weekly, monthly, quarterly and/or annual reports concerning portfolio transactions and the investment performance of the Portfolio in such form as may be mutually agreed upon, and agrees to review the Portfolio and discuss the management of the Portfolio with representatives or agents of the Manager, the Administrator or the Fund at their reasonable request. The Subadviser shall, as part of a complete portfolio compliance testing program (and based upon the information regarding the Portfolio in its possession), perform quarterly diversification testing under Section 817 (h) of the Code with respect to the Portfolio. The Subadviser shall provide timely notice each calendar quarter that such diversification was satisfied, or if not satisfied, that corrections were made within 30 days of the end of the calendar quarter. The Subadviser shall also provide the Manager, the Administrator or the Fund with such other information and reports as may reasonably be requested by the Manager, the Administrator or the Fund from time to time, including without limitation all material as reasonably may be requested by the Directors of the Fund pursuant to Section 15(c) of the 1940 Act. The Subadviser shall furnish the Manager (which may also provide it to the Fund’s Board of Directors) with copies of all material comments that are directly related to the Portfolio and the services provided under this Agreement received from the SEC following routine or special SEC examinations or inspections. c. The Subadviser shall provide to the Manager a copy of the Subadviser’s Form ADV as filed with the SEC and as amended from time to time and a list of the persons whom the Subadviser wishes to have authorized to give written and/or oral instructions to custodians of assets of the Portfolio. The Subadviser represents that it will notify the Manager of any change in the membership of the Subadviser within a reasonable time after any such change; delivery of the Subadviser’s Disclosure Statement consisting of Part II of the Subadviser’s Form ADV shall be deemed to satisfy such notice requirement. d. In accordance with Rule 206(4)-7 under the Advisers Act, the Subadviser has adopted and implemented written policies and procedures reasonably designed to prevent violation of the Advisers Act and its Rules by the Subadviser and its supervised persons. Further, the Subadviser reviews, at least annually, its written policies and procedures and the effectiveness of their implementation. e. The Subadviser shall: i) Comply with the Manager’s written compliance policies and procedures pursuant to Rule 38a-1; ii) Provide copies of their annual compliance review report (or a summary of the process and findings) and copies of any third-party compliance audits; iii) Notify the Manager promptly of any contact from the SEC or other regulators or Self Regulatory Organization (“SRO”) with respect to the Portfolio and the services provided pursuant to this Agreement (such as an examination, inquiry, investigation, institution of a proceeding, etc.); and iv) Notify the Manager promptly of any material compliance matters (as defined in Rule 38a-1 under the 0000 Xxx) and actions taken in response. f. In accordance with Rule 17a-10 under the 1940 Act and any other applicable law, the Subadviser shall not consult with any other subadviser to the Portfolio or any subadviser to any other portfolio of the Fund or to any other investment company or investment company series for which the Manager serves as investment adviser concerning transactions of the Portfolio in securities or other assets, other than for purposes of complying with conditions of paragraphs (a) and (b) of Rule 12d3-1 under the 1940 Act. g. Unless the Manager gives the Subadviser written instructions to the contrary, the Subadviser shall use its good faith judgment in a manner which it reasonably believes best serves the interest of the Portfolio’s shareholders to vote or abstain from voting all proxies solicited by or with respect to the issuers of securities in which assets of the Portfolio are invested. h. Upon the request of the Manager or the Portfolio’s pricing agent, the Subadviser shall provide reasonable and good faith fair valuations for any securities in the Portfolio for which the Portfolio’s pricing agent has determined current market quotations are not readily available or reliable. In connection with the provision of such securities valuations, the Subadviser shall further provide information concerning the basis upon which the Subadviser’s valuation determination was made as may be reasonably requested by the Manager, and all such information shall be provided in a format reasonably acceptable to the Manager. Except as set forth herein, the Subadviser shall not be responsible for determining valuations for the securities and/or other assets of the Portfolio. i. The Subadviser shall be responsible for expenses relating to the preparation, filing and mailing of any prospectus supplement or other required regulatory filings or mailings, exclusive of annual updates, required as a result of actions taken by the Subadviser.

Sub-Advisory Services. a. (a) The Subadviser Adviser shall, subject to the supervision of the Manager and the Trustees, and in cooperation with the Manager, as administrator, or with any other custodian and administrator appointed by the Manager performing the duties of a custodian (the “Administrator”"Custodian"), and administrator (the "Administrator") manage the investment and reinvestment of the assets of the PortfolioFund. The Subadviser Adviser shall invest and reinvest manage the assets of the Portfolio Fund in conformity with (1with: i) the The investment objective, policies and restrictions of the Portfolio Fund as provided for Adviser's prior review and comment not less than ten (10) business days in advance or as otherwise agreed to by the parties, and as set forth in the Fund’s prospectus and statement of additional information's then-current registration statement, as revised or supplemented filed with the SEC from time to time; and ii) Any procedures, relating to the Portfolio (the “Prospectus”), (2) any additional policies or guidelines established by the Manager or by the Fund’s Directors that have been Trustees and furnished in writing to the Subadviser and Adviser for its prior approval not less than ten (310) the business days in advance, which approval shall not be unreasonably withheld; and iii) The provisions of Subchapter M of the Internal Revenue Code of 1986, and the rules and regulations thereunder, as amended from time to time (the “"Code”"), and iv) Other applicable to “regulated investment companies” (as defined in Section 851 provisions of the Code) and “segregated asset accounts” (as defined in Section 817 of the Code) , including, but not limited towithout limitation, the diversification requirements of under Section 817(h) of the Code Code; and v) The provisions of the 1940 Act and the all other applicable federal and state laws and regulations thereunder, all as from time to time in effect (collectively, the “Policies”"Investment Guidelines"), and with all applicable provisions of law, including without limitation all applicable provisions of the 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 (“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 Adviser 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 PortfolioFund, 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 the Portfolio Fund may be invested in such proportions of stocks, bonds, other securities or investment instruments, or cash, as the Subadviser shall Adviser shall, in its best judgment, determine. Notwithstanding the foregoing any provisions of this Section 1.a, however2(a) to the contrary, the Subadviser Adviser shall, upon written instructions from the Manager, effect such portfolio transactions for the Portfolio Fund as the Manager shall determine are necessary in order for the Portfolio Fund to comply with the Policies. b. above enumerated requirements. Adviser makes no representation or warranty, express or implied, that any level of performance or investment results will be achieved by the Fund or that the Fund will perform comparably with any standard or index, including other clients of Adviser, whether public or private. The Subadviser Adviser shall furnish the Manager Manager, the Custodian and the Administrator dailyAdministrator, weeklyas appropriate, with monthly, quarterly and/or and annual reports concerning portfolio transactions transactions, performance, and the investment performance management of the Portfolio Fund in such form as the Manager may reasonably request to assure comparability with other information provided to the Board of Trustees, provided, however that Adviser shall not be mutually agreed uponresponsible for Fund accounting and shall not be required to generate information derived from Fund accounting data, and agrees to review the Portfolio Fund and discuss the management of the Portfolio Fund with representatives or agents of the Manager, the Administrator or the Fund Administrator, at their reasonable request. The Subadviser shall, as part of a complete portfolio compliance testing program (Adviser shall permit access to all books and based upon the information regarding the Portfolio in its possession), perform quarterly diversification testing under Section 817 (h) of the Code records with respect to the PortfolioFund during normal business hours, on reasonable notice. The Subadviser shall provide timely notice each calendar quarter that such diversification was satisfied, or if not satisfied, that corrections were made within 30 days of the end of the calendar quarter. The Subadviser Adviser shall also provide the Manager, the Administrator or the Fund Administrator, with such other information and reports as the Manager or the Administrator may reasonably be requested by the Manager, the Administrator or the Fund request from time to time. The Adviser shall use commercially reasonable efforts to make senior portfolio manager(s) or other appropriate Janus representatives available for presentations to the Trustees at a meeting of the Board of Trustees at least annually, including without limitation all material as reasonably well as other meetings as may be requested by reasonably requested. (b) The Adviser shall make available to the Directors Manager, promptly upon request, any of the Fund pursuant Fund's investment records and ledgers as are necessary to Section 15(c) assist the Manager to comply with the requirements of the 1940 Act. The Subadviser shall furnish the Manager (which may also provide it to the Fund’s Board of Directors) with copies of all material comments that are directly related to the Portfolio Act and the services provided under this Agreement received from the SEC following routine or special SEC examinations or inspections. c. The Subadviser shall provide to the Manager a copy of the Subadviser’s Form ADV as filed with the SEC and as amended from time to time and a list of the persons whom the Subadviser wishes to have authorized to give written and/or oral instructions to custodians of assets of the Portfolio. The Subadviser represents that it will notify the Manager of any change in the membership of the Subadviser within a reasonable time after any such change; delivery of the Subadviser’s Disclosure Statement consisting of Part II of the Subadviser’s Form ADV shall be deemed to satisfy such notice requirement. d. In accordance with Rule 206(4)-7 under the Advisers Act, as well as other applicable laws and regulations, and will furnish to regulatory authorities having the Subadviser has adopted requisite authority any information or reports relating to its services under this Agreement that may be requested in order to ascertain whether the Fund is being managed in a manner consistent with applicable laws and implemented written policies regulations. (c) The Adviser shall, in connection with the purchase and procedures reasonably designed sale of securities for the Fund, arrange for the transmission to prevent violation the Custodian on a daily basis, such confirmations, trade tickets, and other documents and information, including, but not limited to, Cusip, Sedol, or other numbers that identify securities to be purchased or sold on behalf of the Advisers Act and Fund, as may be reasonably necessary to enable the Custodian to perform its Rules by the Subadviser and its supervised persons. Further, the Subadviser reviews, at least annually, its written policies and procedures and the effectiveness of their implementation. e. The Subadviser shall: i) Comply with the Manager’s written compliance policies and procedures pursuant to Rule 38a-1; ii) Provide copies of their annual compliance review report (or a summary of the process and findings) and copies of any third-party compliance audits; iii) Notify the Manager promptly of any contact from the SEC or other regulators or Self Regulatory Organization (“SRO”) responsibilities with respect to the Portfolio and the services provided pursuant to this Agreement (such as an examinationFund, inquiryand, investigation, institution of a proceeding, etc.); and iv) Notify the Manager promptly of any material compliance matters (as defined in Rule 38a-1 under the 0000 Xxx) and actions taken in response. f. In accordance with Rule 17a-10 under the 1940 Act and any other applicable law, the Subadviser shall not consult with any other subadviser to the Portfolio or any subadviser to any other portfolio of the Fund or to any other investment company or investment company series for which the Manager serves as investment adviser concerning transactions of the Portfolio in securities or other assets, other than for purposes of complying with conditions of paragraphs (a) and (b) of Rule 12d3-1 under the 1940 Act. g. Unless the Manager gives the Subadviser written instructions to the contrary, the Subadviser shall use its good faith judgment in a manner which it reasonably believes best serves the interest of the Portfolio’s shareholders to vote or abstain from voting all proxies solicited by or with respect to portfolio securities to be purchased or sold through the issuers of securities in which assets Depository Trust Company, and will arrange for the transmission of the Portfolio are investedconfirmation of such trades to the Custodian. h. Upon (d) The Adviser shall prepare and file any schedule or notification required by Regulation 13D-G under the request Securities Exchange Act of 1934, as amended and shall use reasonable commercial efforts to inform Manager with regard to passive foreign investment credits held by the Fund. However, Adviser shall not be responsible for the preparation or filing of any other reports required of the Manager or the Portfolio’s pricing agentFund by any governmental or regulatory agency, except as expressly agreed to in writing. (e) The Adviser shall review all proxy solicitation materials and be responsible for voting and handling all proxies in relation to the securities held by the Fund. The Adviser shall instruct the Custodian, the Subadviser Administrator, and other parties providing services to the Fund to promptly forward misdirected proxy materials to the Adviser. (f) The Manager shall provide reasonable perform quarterly and good faith fair valuations for any securities annual tax compliance tests to ensure that the Fund is in compliance with Subchapter M of the Portfolio for which Code and Section 817(h) of the Portfolio’s pricing agent has determined current market quotations are not readily available or reliableCode. In connection with the provision of such securities valuationscompliance tests, the Subadviser Manager shall further prepare and provide information concerning reports to the basis upon which Adviser within ten (10) business days of a calendar quarter end relating to the Subadviser’s valuation determination was made as may be reasonably requested by diversification of the Fund under Subchapter M and Section 817(h) of the Code. The Adviser shall review such reports for purposes of determining compliance with such diversification requirements. If it is determined that the Fund is not in compliance with the requirements noted above, the Adviser, in consultation with the Manager, and all will take prompt action to bring the Fund back into compliance within the time permitted under the Code. (g) Adviser shall have no responsibility to monitor the 90%-source test or perform other such information testing or monitoring for which Adviser determines it has not been provided sufficient information. . All such testing or monitoring shall be provided in a format reasonably acceptable to the responsibility of Manager. Except as set forth herein, the Subadviser shall not be responsible for determining valuations for the securities and/or other assets of the Portfolio. i. The Subadviser shall be responsible for expenses relating to the preparation, filing and mailing of any prospectus supplement or other required regulatory filings or mailings, exclusive of annual updates, required as a result of actions taken by the Subadviser.

Sub-Advisory Services. a. (a) The Subadviser shall, subject to the supervision of the Manager and in cooperation with the Manager, as administrator, or with any other administrator appointed by the Manager (the “"Administrator”"), manage the investment and reinvestment of the assets of the Portfolio. The Subadviser shall invest and reinvest the assets of the Portfolio in conformity with (1) the investment objective, policies and restrictions of the Portfolio set forth in the Fund’s 's prospectus and statement of additional information, as revised or supplemented from time to time, relating to the Portfolio (the “"Prospectus”"), (2) any additional policies or guidelines established by the Manager or by the Fund’s 's Directors that have been furnished in writing to the Subadviser and (3) the provisions of the Internal Revenue Code (the “"Code”") 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”"), and with all applicable provisions of law, including without limitation all applicable provisions of the 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 (“"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 instruments on behalf of the Portfolio, 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 the Portfolio may be invested in such proportions of stocks, bonds, other securities or investment instruments, or cash, as the Subadviser shall determine. Notwithstanding the foregoing provisions of this Section 1.a, however, the Subadviser shall, upon written instructions from the Manager, effect such portfolio transactions for the Portfolio as the Manager shall determine are necessary in order for the Portfolio to comply with the Policies. b. (b) The Subadviser shall furnish the Manager and the Administrator daily, weekly, monthly, quarterly and/or annual reports concerning portfolio transactions and the investment performance of the Portfolio in such form as may be mutually agreed upon, and agrees to review the Portfolio and discuss the management of the Portfolio with representatives or agents of the Manager, the Administrator or the Fund at their reasonable request. The Subadviser shall, as part of a complete portfolio compliance testing program (and based upon the information regarding the Portfolio in its possession)program, perform quarterly diversification testing under Section 817 (h) of the Code with respect to the PortfolioCode. The Subadviser shall provide timely notice each calendar quarter that such diversification was satisfied, or if not satisfied, that corrections were made within 30 days of the end of the calendar quarter. The Subadviser shall also provide the Manager, the Administrator or the Fund with such other information and reports as may reasonably be requested by the Manager, the Administrator or the Fund from time to time, including without limitation all material as reasonably may be requested by the Directors of the Fund pursuant to Section 15(c) of the 1940 Act. The Subadviser shall furnish the Manager (which may also provide it to the Fund’s Board of Directors) with copies of all material comments that are directly related to the Portfolio and the services provided under this Agreement received from the SEC following routine or special SEC examinations or inspections. c. (c) The Subadviser shall provide to the Manager a copy of the Subadviser’s 's Form ADV as filed with the SEC and as amended from time to time and a list of the persons whom the Subadviser wishes to have authorized to give written and/or oral instructions to custodians of assets of the Portfolio. The Subadviser represents that it will notify the Manager of any change in the membership of the Subadviser within a reasonable time after any such change; delivery of the Subadviser’s Disclosure Statement consisting of Part II of the Subadviser’s Form ADV shall be deemed to satisfy such notice requirement. d. In accordance with Rule 206(4)-7 under the Advisers Act, the Subadviser has adopted and implemented written policies and procedures reasonably designed to prevent violation of the Advisers Act and its Rules by the Subadviser and its supervised persons. Further, the Subadviser reviews, at least annually, its written policies and procedures and the effectiveness of their implementation. e. The Subadviser shall: i) Comply with the Manager’s written compliance policies and procedures pursuant to Rule 38a-1; ii(d) Provide copies of their annual compliance review report (or a summary of the process and findings) and copies of any third-party compliance audits; iii) Notify the Manager promptly of any contact from the SEC or other regulators or Self Regulatory Organization (“SRO”) with respect to the Portfolio and the services provided pursuant to this Agreement (such as an examination, inquiry, investigation, institution of a proceeding, etc.); and iv) Notify the Manager promptly of any material compliance matters (as defined in Rule 38a-1 under the 0000 Xxx) and actions taken in response. f. In accordance with Rule 17a-10 under the 1940 Act and any other applicable law, the Subadviser shall not consult with any other subadviser to the Portfolio or any subadviser to any other portfolio of the Fund or to any other investment company or investment company series for which the Manager serves as investment adviser concerning transactions of the Portfolio in securities or other assets, other than for purposes of complying with conditions of paragraphs (a) and (b) of Rule 12d3-1 under the 1940 Act. g. (e) Unless the Manager gives the Subadviser written instructions to the contrary, the Subadviser shall use its good faith judgment in a manner which it reasonably believes best serves the interest of the Portfolio’s 's shareholders to vote or abstain from voting all proxies solicited by or with respect to the issuers of securities in which assets of the Portfolio are invested. h. Upon (f) As the request delegate of the Manager or Directors of the Portfolio’s pricing agentFund, the Subadviser shall provide Manager with information providing the basis for reasonable and good faith fair valuations for any securities in the Portfolio for which the Portfolio’s pricing agent has determined Subadviser deems current market quotations are either not readily available or not reliable. In connection with the provision of such securities valuations, the Subadviser shall further will also provide fair valuation information concerning the basis upon which the Subadviser’s valuation determination was made as may be reasonably requested by the Manager, and all such information shall be provided in a format reasonably acceptable response to the Manager. Except as set forth herein, the Subadviser shall not be responsible for determining valuations for the securities and/or other assets reasonable inquiry of the PortfolioManager or Manager's delegate. i. (g) The Subadviser shall be responsible for expenses relating to the preparation, filing printing and mailing of any prospectus supplement or other required regulatory filings or mailingssupplement, exclusive of annual updates, required solely as a result of actions taken by the Subadviser, including but not limited to, portfolio manager changes or disclosure changes requested by the Subadviser that affect the investment objective, principal investment strategies, principal investment risks and portfolio management sections of the prospectus. Application of this provision will not apply where the above-described changes can be implemented through annual updates or revisions otherwise required of the Manager but not prompted solely as a result of actions taken by the Subadviser.

Sub-Advisory Services. a. a) The Subadviser Sub-Advisor shall, subject to the supervision and oversight of the Manager and in cooperation with the Manager, as administrator, or with any other administrator appointed by the Manager (the “Administrator”)Advisor, manage the investment and reinvestment of the all assets of each of the PortfolioFunds (“Fund Assets”). The Subadviser Sub-Advisor shall invest and reinvest manage the assets of the Portfolio Fund Assets in conformity with (1i) the investment objective, policies and restrictions of each of the Portfolio Funds set forth in the FundTrust’s prospectus and statement Statement of additional informationAdditional Information (“SAI”) relating to the Funds, as revised or supplemented they may be amended from time to time, relating to the Portfolio (the “Prospectus”), (2) any additional policies or guidelines guidelines, including without limitation compliance policies and procedures, established by the Manager Advisor, the Trust’s Chief Compliance Officer (“Trust CCO”), or by the FundTrust’s Directors Board of Trustees (“Board”) that have 303052339 v1 been furnished in writing to the Subadviser and Sub-Advisor; (3ii) written instructions or directions delivered by the Advisor or the Trust to the Sub-Advisor, as provided more particularly below; (iii) the provisions of the Internal Revenue Code (the “Code”) 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”), and with all applicable provisions of law, including without limitation all applicable provisions of the Investment Company Act of 1940 (the “1940 Act”), the Advisers Act and all other federal and state laws applicable to registered investment companies and the Sub-Advisor’s duties under this Agreement, all as may be 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 Advisor, the Trust and any investment sub-adviser of any of the Funds from certain provisions of the 1940 Act and the rules and regulations promulgated thereunder and the interpretive opinions thereof in respect of the staff of the Securities and Exchange Commission each Fund’s status as an exchange-traded fund (“SEC”) (“SEC PositionsAdvisor’s Exemptive Relief”); providedand (v) that certain order of the SEC dated July 8, however2014 (as may be amended from time to time) granting exemptive relief to the Advisor, that the Manager agrees to inform the Subadviser Trust and any investment sub-adviser of any of the Funds from certain provisions of the 1940 Act and all applicable state insurance law restrictions the rules promulgated thereunder in respect of permitting (a) each Fund that operate as “funds of funds” to limit or restrict acquire shares of certain registered open-end management investment companies, registered closed-end management investment companies, “business development companies” (as defined by section 2(a)(48) of the investments the Portfolio might otherwise make (“Insurance Restrictions”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 inform invest in certain financial instruments that may not be securities within the Subadviser promptly meaning of any changes section 2(a)(36) of the 1940 Act. The materials outlined above in such Insurance Restrictions. sub-clauses (i) through (iv) of this Section 2 are referred to herein below collectively as the “Policies.” Subject to the foregoing, the Subadviser Sub-Advisor is authorized, in its discretion and without prior consultation with the Manager, 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 Portfolio, 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 each of the Portfolio may be invested in such proportions of stocks, bonds, other securities or investment instruments, or cash, Funds as the Subadviser shall determineSub-Advisor deems appropriate, in the Sub-Advisor’s sole discretion and without prior consultation with the Advisor, in light of the Policies. Notwithstanding the foregoing provisions of this Section 1.a2(a), however, the Subadviser Sub-Advisor shall, upon and in accordance with written instructions from the ManagerAdvisor, effect such portfolio transactions for the Portfolio Fund Assets as the Manager Advisor shall determine are necessary or desirable in order for the Portfolio a Fund to comply with the Policies. b. b) Absent instructions from the Advisor or the officers of the Trust to the contrary, the Sub-Advisor shall place orders pursuant to its determinations either directly with the issuer or with any broker and/or dealer or other person who deals in the securities in which a Fund is trading. With respect to common and preferred stocks, in executing portfolio transactions and selecting brokers or dealers, the Sub-Advisor shall use its best judgment to obtain the best overall terms available. In assessing the best overall terms available for any transaction, the Sub-Advisor shall consider all factors it deems relevant, including the breadth of the market in the security, the price of the security, the financial condition and execution capability of the broker or dealer, and the reasonableness of the commission, if any, both for the specific transaction and on a continuing basis. In evaluating the best overall terms available and in selecting the broker or dealer to execute a particular transaction, the Sub-Advisor may also consider the brokerage and research services (as those terms are defined in section 28(e) of the Securities Exchange Act of 1934) provided to a Fund and/or other account over which the Sub-Advisor and/or an affiliate of the Sub-Advisor exercises investment discretion. With respect to securities other than common and preferred stocks, in placing orders with brokers, dealers or other persons, the Sub-Advisor shall attempt to obtain the best net price and execution of its orders, provided that to the extent the execution and price available from more than one broker, dealer or other such person are believed to 303052339 v1 be comparable, the Sub-Advisor may, at its discretion but subject to applicable law, select the executing broker, dealer or such other person on the basis of the Sub-Advisor’s opinion of the reliability and quality of such broker, dealer or such other person. Broker or dealers selected by the Sub-Advisor for the purchase and sale of securities or other investment instruments for Fund Assets may include the Advisor or brokers or dealers affiliated with the Advisor or the Sub-Advisor, provided such orders comply, as applicable, with Rules 17a-7, 17e-1 and 10f-3 under the 1940 Act and the Trust’s Rule 17a-7, Rule 17e-1 and Rule 10f-3 Procedures, respectively, in all respects, or any other applicable exemptive rules or orders applicable to the Sub-Advisor. Notwithstanding the foregoing, the Sub-Advisor will not effect any transaction with a broker or dealer that is an “affiliated person” (as defined under the 0000 Xxx) of the Advisor or the Sub-Advisor without the prior approval of the Advisor. The Subadviser Advisor shall provide the Sub-Advisor with a list of brokers or dealers that are affiliated persons of the Advisor. c) The Sub-Advisor has provided the Advisor with a true and complete copy of its compliance policies and procedures for compliance with “federal securities laws” (as such term is defined under Rule 38a-1 of the 0000 Xxx) and Rule 206(4)-7 of the Advisers Act (“Sub-Advisor Compliance Policies”). The Sub-Advisor’s chief compliance officer (“Sub-Advisor CCO”) shall provide to the Trust CCO or his or her delegate promptly (and in no event more than 10 business days) the following: i. a report of any material changes to the Sub-Advisor Compliance Policies; ii. a report of any “material compliance matters,” as defined by Rule 38a-1 under the 1940 Act, that have occurred in connection with the Sub-Advisor Compliance Policies; iii. a copy of the Sub-Advisor CCO’s report with respect to the annual review of the Sub-Advisor Compliance Policies pursuant to Rule 206(4)-7 under the Advisers Act; and iv. an annual (or more frequently as the Trust CCO may request) certification regarding the Sub-Advisor’s compliance with Rule 206(4)-7 under the Advisers Act and section 38a-1 of the 1940 Act as well as the foregoing sub-sections i through iv. d) The Sub-Advisor may, on occasions when it deems the purchase or sale of a security to be in the best interests of a Fund as well as other fiduciary or agency accounts managed by the Sub-Advisor, aggregate, to the extent permitted by applicable laws and regulations, the securities to be sold or purchased in order to obtain the best overall terms available and execution with respect to common and preferred stocks and the best net price and execution with respect to other securities. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Sub-Advisor in the manner it considers to be most fair and equitable over time to each of the Funds and to its other accounts. e) The Sub-Advisor, in connection with its rights and duties with respect to each of the Funds and the Trust shall use the care, skill, prudence and diligence under the circumstances then prevailing that a prudent person acting in a like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aims. 303052339 v1 f) The services of the Sub-Advisor to the Advisor, the Funds and the Trust are not to be deemed to be exclusive, and the Sub-Advisor shall be free to render investment advisory or other services to others and to engage in other activities. It is understood and agreed that the directors, officers, and employees of Sub-Advisor are not prohibited from engaging in any other business activity or from rendering services to any other person, or from serving as partners, officers, directors, trustees, or employees of any other firm or corporation. g) The Sub-Advisor shall furnish the Manager and the Administrator daily, weekly, Advisor monthly, quarterly and/or and annual reports concerning portfolio transactions and the investment performance of the Portfolio Fund Assets as the Advisor may reasonably request in such form as may be forms that are mutually agreed upon, upon by the Advisor and the Sub-Advisor. The Sub-Advisor also agrees to review the Portfolio Fund Assets with the Advisor and to discuss the management of such assets on a quarterly basis and as otherwise reasonably requested by the Portfolio with representatives Advisor. The Sub-Advisor shall promptly respond to requests by the Advisor and the Trust CCO or agents their respective delegates for copies of the Managerpertinent books and records relating directly to a Fund and as maintained by the Sub-Advisor in accordance with applicable rules, the Administrator or the Fund at their reasonable requestlaws and regulations. The Subadviser shall, as part of a complete portfolio compliance testing program (and based upon the information regarding the Portfolio in its possession), perform quarterly diversification testing under Section 817 (h) of the Code with respect to the Portfolio. The Subadviser shall provide timely notice each calendar quarter that such diversification was satisfied, or if not satisfied, that corrections were made within 30 days of the end of the calendar quarter. The Subadviser Sub-Advisor shall also provide the Manager, the Administrator or the Fund Advisor with such other information and reports, including information and reports related to compliance matters, as may reasonably be requested by the Manager, the Administrator or the Fund it from time to time, including without limitation all material as reasonably may be requested by or required to be delivered to the Directors Board. h) The Sub-Advisor will, unless and until otherwise directed by the Advisor, exercise all rights of security holders with respect to securities held by each Fund, including, but not limited to: voting proxies in accordance with the Sub-Advisor’s then-current proxy voting policies. i) The Sub-Advisor shall cooperate promptly and fully with the Advisor and/or the Trust in responding to any regulatory or compliance examinations or inspections (including any information requests) relating to the Trust, the Funds or the Advisor brought by any governmental or regulatory authorities. The Sub-Advisor shall provide the Trust CCO or his or her delegate with notice within a reasonable period of any deficiencies or other issues identified by the SEC in an examination or otherwise that relate to or that may affect the Sub-Advisor’s responsibilities with respect to each Fund. j) The Sub-Advisor shall be responsible for the preparation and filing of Schedule 13G and Form 13F with the SEC on behalf of the Fund Assets. The Sub-Advisor shall not be responsible for the preparation or filing of any other reports required on behalf of or in connection with the Fund Assets, the Funds or the Trust, except as may be expressly agreed to in writing. k) The Sub-Advisor shall maintain separate detailed records of all matters pertaining to the Fund Assets, including, without limitation, brokerage and other records of all securities transactions. Any records required to be maintained and preserved pursuant to Section 15(c) the provisions of the 1940 Act. The Subadviser shall furnish the Manager (which may also provide it to the Fund’s Board of Directors) with copies of all material comments that are directly related to the Portfolio Rule 17a-7, Rule 31a-1 and the services provided under this Agreement received from the SEC following routine or special SEC examinations or inspections. c. The Subadviser shall provide to the Manager a copy of the Subadviser’s Form ADV as filed with the SEC and as amended from time to time and a list of the persons whom the Subadviser wishes to have authorized to give written and/or oral instructions to custodians of assets of the Portfolio. The Subadviser represents that it will notify the Manager of any change in the membership of the Subadviser within a reasonable time after any such change; delivery of the Subadviser’s Disclosure Statement consisting of Part II of the Subadviser’s Form ADV shall be deemed to satisfy such notice requirement. d. In accordance with Rule 206(4)-7 under the Advisers Act, the Subadviser has adopted and implemented written policies and procedures reasonably designed to prevent violation of the Advisers Act and its Rules by the Subadviser and its supervised persons. Further, the Subadviser reviews, at least annually, its written policies and procedures and the effectiveness of their implementation. e. The Subadviser shall: i) Comply with the Manager’s written compliance policies and procedures pursuant to Rule 38a-1; ii) Provide copies of their annual compliance review report (or a summary of the process and findings) and copies of any third-party compliance audits; iii) Notify the Manager promptly of any contact from the SEC or other regulators or Self Regulatory Organization (“SRO”) with respect to the Portfolio and the services provided pursuant to this Agreement (such as an examination, inquiry, investigation, institution of a proceeding, etc.); and iv) Notify the Manager promptly of any material compliance matters (as defined in Rule 38a-1 under the 0000 Xxx) and actions taken in response. f. In accordance with Rule 17a-10 31a-2 promulgated under the 1940 Act that are prepared or maintained by the Sub-Advisor on behalf of the Trust are the property of the Trust and any other applicable law, the Subadviser shall not consult with any other subadviser will be surrendered promptly to the Portfolio or any subadviser Trust upon request. The Sub-Advisor further agrees to any other portfolio of preserve for the Fund or periods prescribed in Rule 31a-2 under the 1940 Act the records required to any other investment company or investment company series for which the Manager serves as investment adviser concerning transactions of the Portfolio in securities or other assets, other than for purposes of complying with conditions of paragraphs (a) and (b) of be maintained under Rule 12d3-1 31a-1 under the 1940 Act. g. Unless l) The Sub-Advisor shall promptly notify the Manager gives the Subadviser written instructions to the contrary, the Subadviser shall use its good faith judgment in a manner which it reasonably believes best serves the interest of the Portfolio’s shareholders to vote or abstain from voting all proxies solicited by or with respect to the issuers of securities in which assets of the Portfolio are invested. h. Upon the request of the Manager or the Portfolio’s pricing agent, the Subadviser shall provide reasonable and good faith fair valuations for any securities in the Portfolio for which the Portfolio’s pricing agent has determined current market quotations are not readily available or reliable. In connection with the provision of such securities valuations, the Subadviser shall further provide information concerning the basis upon which the Subadviser’s valuation determination was made as may be reasonably requested by the Manager, and all such information shall be provided in a format reasonably acceptable to the Manager. Except as set forth herein, the Subadviser shall not be responsible for determining valuations for the securities and/or other assets of the Portfolio. i. The Subadviser shall be responsible for expenses relating to the preparation, filing and mailing Advisor of any prospectus supplement or other required regulatory filings or mailings, exclusive of annual updates, required as a result of actions taken by financial condition that is likely to impair the Subadviser.Sub- Advisor’s ability to fulfill its commitments under this Agreement. 303052339 v1

Sub-Advisory Services. a. The Subadviser shall, subject to the supervision of the Manager and in cooperation with the Manager, as administrator, or with any other administrator appointed by the Manager (the “Administrator”), manage the investment and reinvestment of the assets of the Portfolio. The Subadviser shall invest and reinvest the assets of the Portfolio in conformity accordance with (1) the investment objective, policies and restrictions of the Portfolio set forth in the Fund’s prospectus and statement of additional information, as revised or supplemented from time to time, relating to the Portfolio (the “Prospectus”), (2) any additional policies or guidelines established by the Manager or by the Fund’s Directors that have been furnished in writing to the Subadviser and (3) the provisions of the Internal Revenue Code (the “Code”) 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”), and with all applicable provisions of law, including without limitation all applicable provisions of the 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 (“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 instruments on behalf of the Portfolio, 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 the Portfolio may be invested in such proportions of stocks, bonds, other securities or investment instruments, or cash, as the Subadviser shall determine. Notwithstanding the foregoing provisions of this Section 1.a, however, the Subadviser shall, make reasonable commercial efforts , upon written instructions from the Manager, effect such portfolio transactions for the Portfolio as the Manager shall determine are necessary in order for the Portfolio to comply with the PoliciesPolicies and Subadvisor shall not be liable for any losses resulting from such transactions. b. The Subadviser shall furnish the Manager and the Administrator daily, weekly, monthly, quarterly and/or annual reports concerning portfolio transactions and the investment performance of the Portfolio in such form as may be mutually agreed upon, and agrees to review the Portfolio and discuss the management of the Portfolio with representatives or agents of the Manager, the Administrator or the Fund at their reasonable request. The Subadviser shall, as part of a complete portfolio compliance testing program (and based upon the information regarding the Portfolio in its possession)program, perform quarterly diversification testing under Section 817 (h) of the Code with respect to the PortfolioCode. The Subadviser shall provide timely notice each calendar quarter that such diversification was satisfied, or if not satisfied, that corrections were made within 30 days of the end of the calendar quarter. The Subadviser shall also provide the Manager, the Administrator or the Fund with such other information and reports as may reasonably be requested by the Manager, the Administrator or the Fund from time to time, including without limitation all material as reasonably may be requested by the Directors of the Fund pursuant to Section 15(c) of the 1940 Act. The Subadviser shall furnish the Manager (which may also provide it to the Fund’s Board of Directors) with copies of all material comments that are directly related to the Portfolio and the services provided under this Agreement received from the SEC following routine or special SEC examinations or inspections. c. The Subadviser shall provide to the Manager a copy of the Subadviser’s Form ADV as filed with the SEC Part II and as materially amended from time to time and a list of the persons whom the Subadviser wishes to have authorized to give written and/or oral instructions to custodians of assets of the Portfolio. The Subadviser represents that it will notify the Manager of any change in the membership of the Subadviser within a reasonable time after any such change; delivery of the Subadviser’s Disclosure Statement consisting of Part II of the Subadviser’s Form ADV shall be deemed to satisfy such notice requirement.; d. In accordance with Rule 206(4)-7 under the Advisers Act, the Subadviser has adopted and implemented written policies and procedures reasonably designed to prevent violation of the Advisers Act and its Rules by the Subadviser and its supervised persons. Further, the Subadviser reviews, at least annually, its written policies and procedures and the effectiveness of their implementation. e. The Subadviser shall: i) Comply with the Manager’s written compliance policies and procedures pursuant to Rule 38a-1; ii) Provide copies of their annual compliance review report (or a summary of the process and findings) and copies of any third-party compliance audits; iii) Notify the Manager promptly of any contact from the SEC or other regulators or Self Regulatory Organization (“SRO”) with respect to the Portfolio and the services provided pursuant to this Agreement (such as an examination, inquiry, investigation, institution of a proceeding, etc.); and iv) Notify the Manager promptly of any material compliance matters (as defined in Rule 38a-1 under the 0000 Xxx) and actions taken in response. f. In accordance with Rule 17a-10 under the 1940 Act and any other applicable law, the Subadviser shall not consult with any other subadviser subadviser, to the extent one or more exist, to the Portfolio or any subadviser to any other portfolio of the Fund or to any other investment company or investment company series for which the Manager serves as investment adviser concerning transactions of the Portfolio in securities or other assets, other than for purposes of complying with conditions of paragraphs (a) and (b) of Rule 12d3-1 under the 1940 Act. g. e. Unless the Manager gives the Subadviser written instructions to the contrary, to the extent materials have been received by the Subadviser shall use its good faith judgment in a manner which it reasonably believes best serves timely fashion from the interest of Portfolio's custodian, the Subadviser shall; (i) vote proxies relating to the Portfolio’s shareholders to vote or abstain from investment securities in accordance with the Fund’s proxy voting all proxies solicited by or with respect policies and procedures which defer to the issuers proxy voting policies and procedures adopted by the Subadviser in conformance with Rule 206(4)-6 under the Investment Advisers Act of securities 1940 (a summary of which is described in the Subadviser's Form ADV Part II, as amended from time to time); and (ii) provide corporate action instructions (which assets shall not include class actions). f. As the delegate of the Portfolio are invested. h. Upon the request Directors of the Manager or the Portfolio’s pricing agentFund, the Subadviser shall be responsible for consulting with the Manager from time to time (not daily fair valuation) when requested to provide such information on a specific security as Subadviser may have that could be supportive to the Manager in determining a reasonable and good faith fair valuations for any securities in the Portfolio for which the Portfolio’s pricing agent has determined current market quotations are not readily available or reliable. In connection with the provision of such securities valuations, the Subadviser shall further provide information concerning the basis upon which the Subadviser’s valuation determination was made as may be reasonably requested by the Manager, and all such information shall be provided in a format reasonably acceptable to the Manager. Except as set forth herein, the Subadviser shall not be responsible for determining valuations for the securities and/or other assets of the Portfolio. i. g. The Subadviser shall be responsible for expenses relating to the preparation, filing printing and mailing of any prospectus supplement or other required regulatory filings or mailingssupplemental material, exclusive of annual updates, required solely as a result of actions taken by the Subadviser, including but not limited to, portfolio manager changes or disclosure changes requested by the Subadviser that affect the investment objective, principal investment strategies, principal investment risks and portfolio management sections of the prospectus. Application of this provision will not apply where the above-described changes can be implemented through annual updates or revisions otherwise required of the Manager but not prompted solely as a result of actions taken by the Subadviser. h. On occasions when the Subadviser deems the purchase or sale of a security to be in the best interest of the Portfolio as well as other clients of the Subadviser, the Subadviser to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be purchased or sold to attempt to obtain a more favorable price or lower brokerage commissions and efficient execution. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Subadviser in the manner the most equitable and consistent with its fiduciary obligations to the Portfolio and to its other clients. i. The Subadviser, as part of its duties hereunder, is not responsible for determining whether or not the Portfolio is a suitable and appropriate investment for the clients who invest in such Portfolio. j. The Subadviser, as part of its duties hereunder, shall make any and all foreign exchange transactions relating to the Portfolio’s securities transactions by and through the Fund’s custodian. k. The Subadviser may rely on specific information, instructions or requests given or made to Subadviser by the Manager with respect to the Fund, the Portfolio and the management of the Portfolio's assets, which are believed to be in good faith by the Subadviser to be reliable.

Sub-Advisory Services. a. The Subadviser Sub-Adviser shall, subject to the supervision of the Manager and in cooperation with the Manager, as administrator, or with any other administrator appointed by the Manager (the “"Administrator”"), manage the investment and reinvestment of the assets of the Portfolio. The Subadviser Subject to paragraph 1.g. below, the Sub-Adviser shall invest and reinvest the assets of manage the Portfolio in conformity with (1) the investment objective, policies and restrictions of the Portfolio set forth in the Fund’s prospectus and statement of additional information, as revised or supplemented from time to time, relating to the Portfolio (the “Prospectus”), (2) any additional policies or guidelines established by the Manager or by the Fund’s Directors that have been furnished in writing to the Subadviser Sub-Adviser and (3) the provisions of the Internal Revenue Code (the “Code”) 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”), and with all applicable provisions of law, including without limitation all applicable provisions of the 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 (“SEC”) (“SEC Positions”); provided, however, that the Manager agrees to inform the Subadviser Sub-Adviser 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 Sub-Adviser promptly of any changes in such Insurance Restrictions. Subject to the foregoing, the Subadviser Sub-Adviser 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 Portfolio, 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 the Portfolio may be invested in such proportions of stocks, bonds, other securities or investment instruments, or cash, as the Subadviser Sub-Adviser shall determine. Notwithstanding the foregoing provisions of this Section 1.a, however, the Subadviser Sub-Adviser shall, upon written instructions from the Manager, effect such portfolio transactions for the Portfolio as the Manager shall determine are necessary in order for the Portfolio to comply with the Policies. b. The Subadviser Sub-Adviser shall furnish the Manager and the Administrator daily, weekly, monthly, quarterly and/or annual reports concerning portfolio transactions and the investment performance of the Portfolio in such form as may be mutually agreed upon, and agrees to review the Portfolio and discuss the management of the Portfolio with representatives or agents of the Manager, the Administrator or the Fund at their reasonable request. The Subadviser shallSubject to Section 1(g) of this Agreement, the Sub-Adviser shall as a part of a complete portfolio compliance testing program (and based upon the information regarding the Portfolio in its possession)program, perform quarterly diversification testing under Section 817 (hsection 817(h) of the Code with respect to the PortfolioCode. The Subadviser Sub-Adviser shall provide timely notice each calendar quarter that such diversification was satisfied, or if not satisfied, that the corrections were made within 30 days of the end of the calendar quarter. The Subadviser Sub-Adviser shall permit all books and records with respect to the Portfolio to be inspected and audited by the Manager and the Administrator at all reasonable times during normal business hours, upon reasonable notice. The Sub-Adviser shall also provide the Manager, the Administrator or the Fund with such other information and reports as may reasonably be requested by the Manager, the Administrator or the Fund from time to time, including without limitation all material as reasonably may be requested by to the Directors of the Fund pursuant to Section 15(c) of the 1940 Act. The Subadviser shall furnish the Manager (which may also provide it to the Fund’s Board of Directors) with copies of all material comments that are directly related to the Portfolio and the services provided under this Agreement received from the SEC following routine or special SEC examinations or inspections. c. The Subadviser Sub-Adviser shall provide to the Manager a copy of the Subadviser’s Sub-Adviser's Form ADV as filed with the SEC Securities and Exchange Commission and as amended from time to time and a list of the persons whom the Subadviser Sub-Adviser wishes to have authorized to give written and/or oral instructions to custodians of assets of the Portfolio. The Subadviser represents that it will notify the Manager of any change in the membership of the Subadviser within a reasonable time after any such change; delivery of the Subadviser’s Disclosure Statement consisting of Part II of the Subadviser’s Form ADV shall be deemed to satisfy such notice requirement. d. In accordance The Sub-Adviser will consult with Rule 206(4)-7 under and assist the Advisers ActPortfolio’s pricing agent regarding the valuation of securities that are not registered for public sale, the Subadviser has adopted and implemented written policies and procedures reasonably designed to prevent violation not traded on any securities markets, or otherwise may be deemed illiquid for purposes of the Advisers 1940 Act and its Rules by the Subadviser and its supervised persons. Further, the Subadviser reviews, at least annually, its written policies and procedures and the effectiveness of their implementationfor which market quotations are not readily available. e. The Subadviser shall: i) Comply with Unless the Manager’s Manager gives the Sub-Adviser written compliance policies and procedures pursuant instructions to Rule 38a-1; ii) Provide copies of their annual compliance review report (or the contrary, the Sub-Adviser shall use its good faith judgment in a summary manner which it reasonably believes best serves the interest of the process Portfolio’s shareholders to vote or abstain from voting all proxies solicited by or with respect to the issuers of securities in which assets of the Portfolio are invested. f. The Manager shall provide the Sub-Adviser with a list of entities with which the Sub-Adviser is restricted from engaging in transactions on behalf of the Portfolio. The Sub-Adviser shall be responsible for complying with this restricted list and findings) any changes thereto 10 business days after its receipt. g. The Manager acknowledges that the Sub-Adviser is not the compliance agent for the Portfolio and copies does not have access to all of any thirdthe Portfolio’s books and records necessary to perform certain compliance testing. However, the Sub-party Adviser shall perform compliance audits; iii) Notify the Manager promptly of any contact from the SEC or other regulators or Self Regulatory Organization (“SRO”) testing with respect to the Portfolio based upon information in its possession and upon written instructions, if any, received from the Manager or the Administrator and shall not be held in breach of this Agreement so long as it performs in accordance with such information and instructions. h. The Sub-Adviser shall be responsible for commercially reasonable expenses relating to the printing and mailing of any prospectus supplement required by the actions taken by the Sub-Adviser, including but not limited to, portfolio manager changes, disclosure changes requested by the Sub-Adviser that affect the investment objective, principal investment strategies, principal investment risks and portfolio management sections of the prospectus, where such disclosures are required under applicable law to be distributed to existing annuity contract holders and life policy holders that are invested in the Portfolio. The Manager agrees to provide a detailed invoice of such expenses not later than six months after the expenses are incurred, and the services provided pursuant to this Agreement (Sub-Adviser shall pay the amounts of such as an examination, inquiry, investigation, institution expenses with 60 days of a proceeding, etc.); and iv) Notify receipt of such invoice from the Manager promptly of any material compliance matters (as defined in Rule 38a-1 under the 0000 Xxx) and actions taken in responseManager. f. i. In accordance with Rule 17a-10 under the 1940 Act and any other applicable law, the Subadviser Sub-Adviser shall not consult with any other subadviser Sub-Adviser to the Portfolio or any subadviser Sub-Adviser to any other portfolio of the Fund or to any other investment company or investment company series for which the Manager serves as investment adviser concerning transactions of the Portfolio in securities or other assets, other than for purposes of complying with conditions of paragraphs (a) and (b) of Rule 12d3-1 under the 1940 Act. g. Unless the Manager gives the Subadviser written instructions j. With respect to the contrary, the Subadviser shall use its good faith judgment in a manner those activities for which it reasonably believes best serves the interest performs for or on behalf of the Portfolio’s shareholders , the Sub-Adviser represents, warrants and agrees that the Sub-Adviser has adopted and implemented, and throughout the term of this Agreement will maintain in effect and implement, policies and procedures reasonably designed to vote or abstain from voting all proxies solicited prevent, detect and correct violations by or with respect the Sub-Adviser, and its supervisory persons, and, to the issuers of securities in which assets extent the activities of the Portfolio are invested. h. Upon Sub-Adviser could affect the request Fund, by the Fund, of “federal securities laws” as defined in Rule 38a-1 under the 1940 Act), and that the Sub-Adviser has provided the Fund with true and complete copies of such policies and procedures (or summaries thereof) of the Manager or the Portfolio’s pricing agent, the Subadviser shall provide reasonable Sub-Adviser and good faith fair valuations for any securities in the Portfolio for which the Portfolio’s pricing agent has determined current market quotations are not readily available or reliable. In connection with the provision of such securities valuations, the Subadviser shall further provide related information concerning the basis upon which the Subadviser’s valuation determination was made as may be reasonably requested by the ManagerFund. The Sub-Adviser agrees to cooperate with periodic reviews by the Fund’s compliance personnel of the Sub-Adviser’s policies and procedures, their operation and all such information shall be provided in a format reasonably acceptable implementation and other compliance matters and to provide to the ManagerFund from time to time such additional information and certifications in respect of policies and procedures of the Sub-Adviser, compliance personnel may reasonably request. Except as set forth herein, The Sub-Adviser agrees to promptly notify the Subadviser shall not be responsible for determining valuations for Manager of any compliance violations detected by the securities and/or other assets of Sub-Adviser that affect the Portfolio. i. The Subadviser shall be responsible for expenses relating to the preparation, filing and mailing of any prospectus supplement or other required regulatory filings or mailings, exclusive of annual updates, required as a result of actions taken by the Subadviser.

Sub-Advisory Services. a. The Subadviser shall, subject to the supervision of the Manager and in cooperation with the Manager, as administrator, or with any other administrator appointed by the Manager (the “Administrator”), manage the investment and reinvestment of the assets of the Portfolio. The Subadviser shall invest and reinvest the assets of the Portfolio in conformity accordance with (1) the investment objective, policies and restrictions of the Portfolio set forth in the Fund’s prospectus and statement of additional information, as revised or supplemented from time to time, relating to the Portfolio (the “Prospectus”), (2) any additional policies or guidelines established by the Manager or by the Fund’s Directors that have been furnished in writing to the Subadviser and (3) the provisions of the Internal Revenue Code (the “Code”) 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”), and with all applicable provisions of law, including without limitation all applicable provisions of the 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 (“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 instruments on behalf of the Portfolio, 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 the Portfolio may be invested in such proportions of stocks, bonds, other securities or investment instruments, or cash, as the Subadviser shall determine. Notwithstanding the foregoing provisions of this Section 1.a, however, the Subadviser shall, make reasonable commercial efforts , upon written instructions from the Manager, effect such portfolio transactions for the Portfolio as the Manager shall determine are necessary in order for the Portfolio to comply with the PoliciesPolicies and Subadvisor shall not be liable for any losses resulting from such transactions. b. The Subadviser shall furnish the Manager and the Administrator daily, weekly, monthly, quarterly and/or annual reports concerning portfolio transactions and the investment performance of the Portfolio in such form as may be mutually agreed upon, and agrees to review the Portfolio and discuss the management of the Portfolio with representatives or agents of the Manager, the Administrator or the Fund at their reasonable request. The Subadviser shall, as part of a complete portfolio compliance testing program (and based upon the information regarding the Portfolio in its possession)program, perform quarterly diversification testing under Section 817 (h) of the Code with respect to the PortfolioCode. The Subadviser shall provide timely notice each calendar quarter that such diversification was satisfied, or if not satisfied, that corrections were made within 30 days of the end of the calendar quarter. The Subadviser shall also provide the Manager, the Administrator or the Fund with such other information and reports as may reasonably be requested by the Manager, the Administrator or the Fund from time to time, including without limitation all material as reasonably may be requested by the Directors of the Fund pursuant to Section 15(c) of the 1940 Act. The Subadviser shall furnish the Manager (which may also provide it to the Fund’s Board of Directors) with copies of all material comments that are directly related to the Portfolio and the services provided under this Agreement received from the SEC following routine or special SEC examinations or inspections. c. The Subadviser shall provide to the Manager a copy of the Subadviser’s Form ADV as filed with the SEC Part II and as materially amended from time to time and a list of the persons whom the Subadviser wishes to have authorized to give written and/or oral instructions to custodians of assets of the Portfolio. The Subadviser represents that it will notify the Manager of any change in the membership of the Subadviser within a reasonable time after any such change; delivery of the Subadviser’s Disclosure Statement consisting of Part II of the Subadviser’s Form ADV shall be deemed to satisfy such notice requirement.; d. In accordance with Rule 206(4)-7 under the Advisers Act, the Subadviser has adopted and implemented written policies and procedures reasonably designed to prevent violation of the Advisers Act and its Rules by the Subadviser and its supervised persons. Further, the Subadviser reviews, at least annually, its written policies and procedures and the effectiveness of their implementation. e. The Subadviser shall: i) Comply with the Manager’s written compliance policies and procedures pursuant to Rule 38a-1; ii) Provide copies of their annual compliance review report (or a summary of the process and findings) and copies of any third-party compliance audits; iii) Notify the Manager promptly of any contact from the SEC or other regulators or Self Regulatory Organization (“SRO”) with respect to the Portfolio and the services provided pursuant to this Agreement (such as an examination, inquiry, investigation, institution of a proceeding, etc.); and iv) Notify the Manager promptly of any material compliance matters (as defined in Rule 38a-1 under the 0000 Xxx) and actions taken in response. f. In accordance with Rule 17a-10 under the 1940 Act and any other applicable law, the Subadviser shall not consult with any other subadviser subadviser, to the extent one or more exist, to the Portfolio or any subadviser to any other portfolio of the Fund or to any other investment company or investment company series for which the Manager serves as investment adviser concerning transactions of the Portfolio in securities or other assets, other than for purposes of complying with conditions of paragraphs (a) and (b) of Rule 12d3-1 under the 1940 Act. g. e. Unless the Manager gives the Subadviser written instructions to the contrary, to the extent materials have been received by the Subadviser shall use its good faith judgment in a manner which it reasonably believes best serves the interest of timely fashion from the Portfolio’s shareholders custodian, the Subadviser shall; (i) vote proxies relating to vote or abstain from voting all proxies solicited by or with respect to the issuers of securities in which assets of the Portfolio are invested. h. Upon the request of the Manager or the Portfolio’s pricing agentinvestment securities in accordance with the Fund’s proxy voting policies and procedures which defer to the proxy voting policies and procedures adopted by the Subadviser in conformance with Rule 206(4)-6 under the Investment Advisers Act of 1940 (a summary of which is described in the Subadviser’s Form ADV Part II, as amended from time to time); and (ii) provide corporate action instructions (which shall not include class actions). f. As the delegate of the Directors of the Fund, the Subadviser shall be responsible for consulting with the Manager from time to time (not daily fair valuation) when requested to provide such information on a specific security as Subadviser may have that could be supportive to the Manager in determining a reasonable and good faith fair valuations for any securities in the Portfolio for which the Portfolio’s pricing agent has determined current market quotations are not readily available or reliable. In connection with the provision of such securities valuations, the Subadviser shall further provide information concerning the basis upon which the Subadviser’s valuation determination was made as may be reasonably requested by the Manager, and all such information shall be provided in a format reasonably acceptable to the Manager. Except as set forth herein, the Subadviser shall not be responsible for determining valuations for the securities and/or other assets of the Portfolio. i. g. The Subadviser shall be responsible for expenses relating to the preparation, filing printing and mailing of any prospectus supplement or other required regulatory filings or mailingssupplemental material, exclusive of annual updates, required solely as a result of actions taken by the Subadviser, including but not limited to, portfolio manager changes or disclosure changes requested by the Subadviser that affect the investment objective, principal investment strategies, principal investment risks and portfolio management sections of the prospectus. Application of this provision will not apply where the above-described changes can be implemented through annual updates or revisions otherwise required of the Manager but not prompted solely as a result of actions taken by the Subadviser. h. On occasions when the Subadviser deems the purchase or sale of a security to be in the best interest of the Portfolio as well as other clients of the Subadviser, the Subadviser to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be purchased or sold to attempt to obtain a more favorable price or lower brokerage commissions and efficient execution. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Subadviser in the manner the most equitable and consistent with its fiduciary obligations to the Portfolio and to its other clients. i. The Subadviser, as part of its duties hereunder, is not responsible for determining whether or not the Portfolio is a suitable and appropriate investment for the clients who invest in such Portfolio. j. In respect of currency transactions for the Portfolio, the Subadviser, as part of its duties hereunder, when trading with an entity other than the Fund’s custodian, will seek the best result in terms of net price in light of all applicable fees and charges. k. The Subadviser may rely on specific information, instructions or requests given or made to Subadviser by the Manager with respect to the Fund, the Portfolio and the management of the Portfolio’s assets, which are believed to be in good faith by the Subadviser to be reliable.

Sub-Advisory Services. a. The Subadviser Sub-Adviser shall, subject to the supervision of the Manager and in cooperation with the Manager, as administrator, or with any other administrator appointed by the Manager (the “"Administrator”"), manage the investment and reinvestment of the assets of the Portfolio. The Subadviser Subject to paragraph 1.g. below, the Sub-Adviser shall invest and reinvest the assets of manage the Portfolio in conformity with (1) the investment objective, policies and restrictions of the Portfolio set forth in the Fund’s 's prospectus and statement of additional information, as revised or supplemented from time to time, relating to the Portfolio (the “"Prospectus”"), (2) any additional policies or guidelines established by the Manager or by the Fund’s 's Directors that have been furnished in writing to the Subadviser Sub-Adviser and (3) the provisions of the Internal Revenue Code (the “"Code”") 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”"), and with all applicable provisions of law, including without limitation all applicable provisions of the 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 (“"SEC”") (“"SEC Positions”"); provided, however, that the Manager agrees to inform the Subadviser Sub-Adviser 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 Sub-Adviser promptly of any changes in such Insurance Restrictions. Subject to the foregoing, the Subadviser Sub-Adviser 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 Portfolio, 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 the Portfolio may be invested in such proportions of stocks, bonds, other securities or investment instruments, or cash, as the Subadviser Sub-Adviser shall determine. Notwithstanding the foregoing provisions of this Section 1.a, however, the Subadviser Sub-Adviser shall, upon written instructions from the Manager, effect such portfolio transactions for the Portfolio as the Manager shall determine are necessary in order for the Portfolio to comply with the Policies. b. The Subadviser Sub-Adviser shall furnish the Manager and the Administrator daily, weekly, monthly, quarterly and/or annual reports concerning portfolio transactions and the investment performance of the Portfolio in such form as may be mutually agreed upon, and agrees to review the Portfolio and discuss the management of the Portfolio with representatives or agents of the Manager, the Administrator or the Fund at their reasonable request. The Subadviser shallSubject to Section 1(g) of this Agreement, the Sub-Adviser shall as a part of a complete portfolio compliance testing program (and based upon the information regarding the Portfolio in its possession)program, perform quarterly diversification testing under Section 817 (hsection 817(h) of the Code with respect to the PortfolioCode. The Subadviser Sub-Adviser shall provide timely notice each calendar quarter that such diversification was satisfied, or if not satisfied, that the corrections were made within 30 days of the end of the calendar quarter. The Subadviser Sub-Adviser shall permit all books and records with respect to the Portfolio to be inspected and audited by the Manager and the Administrator at all reasonable times during normal business hours, upon reasonable notice. The Sub-Adviser shall also provide the Manager, the Administrator or the Fund with such other information and reports as may reasonably be requested by the Manager, the Administrator or the Fund from time to time, including without limitation all material as reasonably may be requested by to the Directors of the Fund pursuant to Section 15(c) of the 1940 Act. The Subadviser shall furnish the Manager (which may also provide it to the Fund’s Board of Directors) with copies of all material comments that are directly related to the Portfolio and the services provided under this Agreement received from the SEC following routine or special SEC examinations or inspections. c. The Subadviser Sub-Adviser shall provide to the Manager a copy of the Subadviser’s Sub-Adviser's Form ADV as filed with the SEC Securities and Exchange Commission and as amended from time to time and a list of the persons whom the Subadviser Sub-Adviser wishes to have authorized to give written and/or oral instructions to custodians of assets of the Portfolio. The Subadviser represents that it will notify the Manager of any change in the membership of the Subadviser within a reasonable time after any such change; delivery of the Subadviser’s Disclosure Statement consisting of Part II of the Subadviser’s Form ADV shall be deemed to satisfy such notice requirement. d. In accordance The Sub-Adviser will consult with Rule 206(4)-7 under and assist the Advisers ActPortfolio's pricing agent regarding the valuation of securities that are not registered for public sale, the Subadviser has adopted and implemented written policies and procedures reasonably designed to prevent violation not traded on any securities markets, or otherwise may be deemed illiquid for purposes of the Advisers 1940 Act and its Rules by the Subadviser and its supervised persons. Further, the Subadviser reviews, at least annually, its written policies and procedures and the effectiveness of their implementationfor which market quotations are not readily available. e. The Subadviser shall: i) Comply with Unless the Manager’s Manager gives the Sub-Adviser written compliance policies and procedures pursuant instructions to Rule 38a-1; ii) Provide copies of their annual compliance review report (or the contrary, the Sub-Adviser shall use its good faith judgment in a summary manner which it reasonably believes best serves the interest of the process Portfolio's shareholders to vote or abstain from voting all proxies solicited by or with respect to the issuers of securities in which assets of the Portfolio are invested. f. The Manager shall provide the Sub-Adviser with a list of entities with which the Sub-Adviser is restricted from engaging in transactions on behalf of the Portfolio. The Sub-Adviser shall be responsible for complying with this restricted list and findings) any changes thereto 10 business days after its receipt. g. The Manager acknowledges that the Sub-Adviser is not the compliance agent for the Portfolio and copies does not have access to all of any thirdthe Portfolio's books and records necessary to perform certain compliance testing. However, the Sub-party Adviser shall perform compliance audits; iii) Notify the Manager promptly of any contact from the SEC or other regulators or Self Regulatory Organization (“SRO”) testing with respect to the Portfolio based upon information in its possession and upon written instructions, if any, received from the Manager or the Administrator and shall not be held in breach of this Agreement so long as it performs in accordance with such information and instructions. h. The Sub-Adviser shall be responsible for commercially reasonable expenses relating to the printing and mailing of any prospectus supplement required by the actions taken by the Sub-Adviser, including but not limited to, portfolio manager changes, disclosure changes requested by the Sub-Adviser that affect the investment objective, principal investment strategies, principal investment risks and portfolio management sections of the prospectus, where such disclosures are required under applicable law to be distributed to existing annuity contract holders and life policy holders that are invested in the Portfolio. The Manager agrees to provide a detailed invoice of such expenses not later than six months after the expenses are incurred, and the services provided pursuant to this Agreement (Sub-Adviser shall pay the amounts of such as an examination, inquiry, investigation, institution expenses with 60 days of a proceeding, etc.); and iv) Notify receipt of such invoice from the Manager promptly of any material compliance matters (as defined in Rule 38a-1 under the 0000 Xxx) and actions taken in responseManager. f. i. In accordance with Rule 17a-10 under the 1940 Act and any other applicable law, the Subadviser Sub-Adviser shall not consult with any other subadviser Sub-Adviser to the Portfolio or any subadviser Sub-Adviser to any other portfolio of the Fund or to any other investment company or investment company series for which the Manager serves as investment adviser concerning transactions of the Portfolio in securities or other assets, other than for purposes of complying with conditions of paragraphs (a) and (b) of Rule 12d3-1 under the 1940 Act. g. Unless the Manager gives the Subadviser written instructions j. With respect to the contrary, the Subadviser shall use its good faith judgment in a manner those activities for which it reasonably believes best serves the interest performs for or on behalf of the Portfolio’s shareholders , the Sub-Adviser represents, warrants and agrees that the Sub-Adviser has adopted and implemented, and throughout the term of this Agreement will maintain in effect and implement, policies and procedures reasonably designed to vote or abstain from voting all proxies solicited prevent, detect and correct violations by or with respect the Sub-Adviser, and its supervisory persons, and, to the issuers of securities in which assets extent the activities of the Portfolio are invested. h. Upon Sub-Adviser could affect the request Fund, by the Fund, of "federal securities laws" as defined in Rule 38a-1 under the 1940 Act), and that the Sub-Adviser has provided the Fund with true and complete copies of such policies and procedures (or summaries thereof) of the Manager or the Portfolio’s pricing agent, the Subadviser shall provide reasonable Sub-Adviser and good faith fair valuations for any securities in the Portfolio for which the Portfolio’s pricing agent has determined current market quotations are not readily available or reliable. In connection with the provision of such securities valuations, the Subadviser shall further provide related information concerning the basis upon which the Subadviser’s valuation determination was made as may be reasonably requested by the ManagerFund. The Sub-Adviser agrees to cooperate with periodic reviews by the Fund's compliance personnel of the Sub-Adviser's policies and procedures, their operation and all such information shall be provided in a format reasonably acceptable implementation and other compliance matters and to provide to the ManagerFund from time to time such additional information and certifications in respect of policies and procedures of the Sub-Adviser, compliance personnel may reasonably request. Except as set forth herein, The Sub-Adviser agrees to promptly notify the Subadviser shall not be responsible for determining valuations for Manager of any compliance violations detected by the securities and/or other assets of Sub-Adviser that affect the Portfolio. i. The Subadviser shall be responsible for expenses relating to the preparation, filing and mailing of any prospectus supplement or other required regulatory filings or mailings, exclusive of annual updates, required as a result of actions taken by the Subadviser.

Sub-Advisory Services. a. (a) The Subadviser Sub-Adviser shall, subject to the supervision and oversight of the Manager and in cooperation with the Manager, as administrator, or with any other administrator appointed by the Manager (the “Administrator”)Adviser, manage the investment and reinvestment of the assets of the PortfolioFund, subject to the Adviser’s direction with respect to security selection (the “Sub-Advised Assets”). The Subadviser Sub-Adviser shall invest and reinvest manage the assets of the Portfolio Sub-Advised Assets in conformity with (1i) the investment objective, policies and restrictions of the Portfolio Fund set forth in the FundTrust’s prospectus and statement of additional informationinformation relating to the Fund, as revised or supplemented they may be amended from time to time, relating to the Portfolio (the “Prospectus”), (2) any additional policies or guidelines guidelines, including without limitation compliance policies and procedures, established by the Manager Adviser, the Trust’s Chief Compliance Officer, or by the FundTrust’s Directors Board of Trustees (“Board”) that have been furnished in writing to the Subadviser Sub-Adviser, (ii) the written instructions and directions received from the Adviser and the Trust as delivered; and (3iii) the provisions of the Internal Revenue Code (the “Code”) 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”), and with all applicable provisions of law, including without limitation all applicable provisions of the Investment Company Act of 1940 (the “1940 Act”) ), the rules and regulations thereunder and the interpretive opinions thereof Investment Advisers Act of the staff of the Securities and Exchange Commission 1940 (“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 RestrictionsAdvisers Act”), and all other federal and state laws applicable to inform registered investment companies and the Subadviser promptly Sub-Adviser’s duties under this Agreement, all as may be in effect from time to time. The foregoing are referred to below together as the “Policies.” For purposes of compliance with the Policies, the Sub-Adviser shall be entitled to treat the Sub-Advised Assets as though the Sub-Advised Assets constituted the entire Fund, and the Sub-Adviser shall not be responsible in any way for the compliance of any changes in such Insurance Restrictionsassets of the Fund, other than the Sub-Advised Assets, with the Policies. Subject to the foregoing, the Subadviser Sub-Adviser is authorized, in its discretion and without prior consultation with the ManagerAdviser, to buy, sell, lend and otherwise trade in any stocks, bonds and other securities and investment instruments that have been approved by the Adviser on behalf of the PortfolioFund, 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 the Portfolio Sub-Advised Assets may be invested in such proportions of stocks, bonds, other securities or investment instruments, or cash, as the Subadviser Sub-Adviser shall determine. Notwithstanding the foregoing provisions of this Section 1.a2(a), however, (i) the Subadviser Sub-Adviser shall, upon and in accordance with written instructions (or instructions in any form agreed upon by the Adviser and Sub-Adviser) from the ManagerAdviser, effect such portfolio transactions for the Portfolio Sub-Advised Assets as the Manager Adviser shall determine are necessary in order for the Portfolio Fund to comply with the Policies, and (ii) upon notice to the Sub-Adviser, the Adviser may effect in-kind redemptions with shareholders of the Fund with securities included within the Sub-Advised Assets. b. (b) The Subadviser Sub-Adviser shall furnish place orders pursuant to its determinations either directly with the Manager issuer or with any broker and/or dealer or other person who deals in the securities in which the Fund is trading. With respect to common and the Administrator dailypreferred stocks, weekly, monthly, quarterly and/or annual reports concerning in executing portfolio transactions and selecting brokers or dealers, the investment performance Sub-Adviser shall use its best judgment to obtain the best overall terms available and is authorized to allocate purchase and sale orders for securities to brokers or dealers if the Sub-Adviser believes that the quality of the Portfolio in such form as may transaction and the commission are comparable to what they would be mutually agreed uponwith other qualified firms. In no instance, and agrees however, will the Assets be purchased from or sold to review the Portfolio and discuss the management of the Portfolio with representatives or agents of the ManagerAdviser, Sub-Adviser, the Administrator Trust’s principal underwriter, or any affiliated person of either the Trust, Adviser, the Sub-Adviser or the Fund at their reasonable request. The Subadviser shallprincipal underwriter, acting as part of a complete portfolio compliance testing program (and based upon principal in the information regarding the Portfolio in its possession)transaction, perform quarterly diversification testing under Section 817 (h) of the Code with respect except to the Portfolio. The Subadviser shall provide timely notice each calendar quarter that such diversification was satisfied, or if not satisfied, that corrections were made within 30 days of the end of the calendar quarter. The Subadviser shall also provide the Manager, the Administrator or the Fund with such other information and reports as may reasonably be requested extent permitted by the Manager, the Administrator or the Fund from time to time, including without limitation all material as reasonably may be requested by the Directors of the Fund pursuant to Section 15(cSecurities and Exchange Commission (“SEC”) of and the 1940 Act. The Subadviser In assessing the best overall terms available for any transaction, the Sub-Adviser shall furnish consider all factors it deems relevant, including the Manager (which breadth of the market in the security, the price of the security, the financial condition and execution capability of the broker or dealer, and the reasonableness of the commission, if any, both for the specific transaction and on a continuing basis. In evaluating the best overall terms available and in selecting the broker or dealer to execute a particular transaction, the Sub-Adviser may also provide it consider the brokerage (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934) provided to the Fund’s Board Fund and/or other account over which the Sub-Adviser and/or an affiliate of Directors) with copies of all material comments that are directly related the Sub-Adviser exercises investment discretion and the research services provided to the Portfolio and Adviser. When the services provided under this Agreement received from Sub-Adviser deems the SEC following routine purchase or special SEC examinations or inspections. c. The Subadviser shall provide sale of a security to be in the best interest of the Funds as well as other clients of the Sub-Adviser, the Sub-Adviser may, to the Manager extent permitted by applicable law and regulations, aggregate the order for securities to be sold or purchased. In such event, the Sub-Adviser will allocate securities so purchased or sold, as well as the expenses incurred in the transaction, in a copy manner the Sub-Adviser reasonably considers to be equitable and consistent with its fiduciary obligations to the Fund and to such other clients under the circumstances. With respect to securities other than common and preferred stocks, in placing orders with brokers, dealers or other persons, the Sub-Adviser shall attempt to obtain the best net price and execution of its orders, provided that to the extent the execution and price available from more than one broker, dealer or other such person are believed to be comparable, the Sub-Adviser may, at its discretion but subject to applicable law, select the executing broker, dealer or such other person on the basis of the SubadviserSub-Adviser’s Form ADV as filed opinion of the reliability and quality of such broker, dealer or such other person; broker or dealers selected by the Sub-Adviser for the purchase and sale of securities or other investment instruments for the Sub-Advised Assets may include brokers or dealers affiliated with the SEC Sub-Adviser, provided such orders comply with Rules 17e-1 and as amended from time to time and a list of the persons whom the Subadviser wishes to have authorized to give written and/or oral instructions to custodians of assets of the Portfolio. The Subadviser represents that it will notify the Manager of any change in the membership of the Subadviser within a reasonable time after any such change; delivery of the Subadviser’s Disclosure Statement consisting of Part II of the Subadviser’s Form ADV shall be deemed to satisfy such notice requirement. d. In accordance with Rule 206(4)-7 under the Advisers Act, the Subadviser has adopted and implemented written policies and procedures reasonably designed to prevent violation of the Advisers Act and its Rules by the Subadviser and its supervised persons. Further, the Subadviser reviews, at least annually, its written policies and procedures and the effectiveness of their implementation. e. The Subadviser shall: i) Comply with the Manager’s written compliance policies and procedures pursuant to Rule 38a-1; ii) Provide copies of their annual compliance review report (or a summary of the process and findings) and copies of any third-party compliance audits; iii) Notify the Manager promptly of any contact from the SEC or other regulators or Self Regulatory Organization (“SRO”) with respect to the Portfolio and the services provided pursuant to this Agreement (such as an examination, inquiry, investigation, institution of a proceeding, etc.); and iv) Notify the Manager promptly of any material compliance matters (as defined in Rule 38a-1 under the 0000 Xxx) and actions taken in response. f. In accordance with Rule 17a-10 10f-3 under the 1940 Act and the Trust’s Rule 17e-1 and Rule 10f-3 Procedures, respectively, in all respects, or any other applicable lawexemptive rules or orders applicable to the Sub-Adviser. Notwithstanding the foregoing, the Subadviser Sub-Adviser will not effect any transaction with a broker or dealer that is an “affiliated person” (as defined under the 1940 Act) of the Sub-Adviser or the Adviser without the prior approval of the Adviser. The Adviser shall provide the Sub-Adviser with a list of brokers or dealers that are affiliated persons of the Adviser. (c) The Sub-Adviser acknowledges that the Adviser and the Trust may rely on Rules 17a-7, 17a-10, 10f-3 and 17e-1 under the 1940 Act, and the Sub-Adviser hereby agrees that it shall not consult with any other subadviser investment adviser to the Portfolio Trust with respect to transactions in securities for the Sub-Advised Assets or any subadviser to any other portfolio of transactions in the Fund or to any other investment company or investment company series for which the Manager serves as investment adviser concerning transactions of the Portfolio in securities or other Trust’s assets, other than for the purposes of complying with the conditions of paragraphs (a) and (b) of Rule 12d3-1 under the 1940 Act. g. Unless (d) The Sub-Adviser has provided the Manager gives Adviser with a true and complete copy of its compliance policies and procedures for compliance with “federal securities laws” (as such term is defined under Rule 38a-1 of the Subadviser written instructions 1940 Act) and Rule 206(4)-7 of the Advisers Act (the “Sub-Adviser Compliance Policies”). The Sub-Adviser’s chief compliance officer (“Sub-Adviser CCO”) shall provide to the contraryTrust’s Chief Compliance Officer (“Trust CCO”) or his or her delegate promptly (and in no event more than 10 business days) the following: (i) a report of any material changes to the Sub-Adviser Compliance Policies; (ii) a report of any “material compliance matters,” as defined by Rule 38a-1 under the 1940 Act, that have occurred in connection with the Subadviser shall use its good faith judgment in Sub-Adviser Compliance Policies; (iii) a manner which it reasonably believes best serves the interest copy of the PortfolioSub-Adviser CCO’s shareholders to vote or abstain from voting all proxies solicited by or report with respect to the issuers annual review of the Sub-Adviser Compliance Policies pursuant to Rule 206(4)-7 under the Advisers Act; and (iv) an annual (or more frequently as the Trust CCO may request) certification regarding the Sub-Adviser’s compliance with Rule 206(4)-7 under the Advisers Act and Section 38a-1 of the 1940 Act as well as the foregoing sub-paragraphs (i) – (iii). (e) The Sub-Adviser may, on occasions when it deems the purchase or sale of a security to be in the best interests of the Fund as well as other fiduciary or agency accounts managed by the Sub-Adviser, aggregate, to the extent permitted by applicable laws and regulations, the securities to be sold or purchased in order to obtain the best overall terms available and execution with respect to common and preferred stocks and the best net price and execution with respect to other securities. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Sub-Adviser in the manner it considers to be most fair and equitable over time to the Fund and to its other accounts. (f) The Sub-Adviser, in connection with its rights and duties with respect to the Fund and the Trust shall use the care, skill, prudence and diligence under the circumstances then prevailing that a prudent person acting in a like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aims. (g) The services of the Sub-Adviser hereunder are not deemed exclusive and the Sub-Adviser shall be free to render similar services to others (including other investment companies) so long as its services under this Agreement are not impaired thereby. The Adviser acknowledges that the Sub-Adviser performs investment advisory services for various other clients in addition to the Fund(s) and, to the extent it is consistent with applicable law and the Sub-Adviser’s fiduciary obligations, the Sub-Adviser may give advice and take action with respect to any of those other clients which may differ from the advice given or the timing or nature of action taken for a particular Fund. The Sub-Adviser will waive enforcement of any non-compete agreement or other agreement or arrangement to which it is currently a party that restricts, limits, or otherwise interferes with the ability of the Adviser to employ or engage any person or entity to provide investment advisory or other services and will transmit to any person or entity notice of such waiver as may be required to give effect to this provision; and the Sub-Adviser will not become a party to any non-compete agreement or any other agreement, arrangement, or understanding that would restrict, limit, or otherwise interfere with the ability of the Adviser and the Trust or any of their affiliates to employ or engage any person or organization, now or in the future, to manage the Fund or any other assets managed by the Adviser. (h) The Sub-Adviser shall furnish the Adviser reports concerning portfolio transactions and performance of the Sub-Advised Assets as the Adviser may reasonably determine in such form as may be mutually agreed upon, and agrees to review the Sub-Advised Assets with the Adviser and discuss the management of them. The Sub-Adviser shall promptly respond to requests by the Adviser and the Trust CCO or their delegates for copies of the pertinent books and records maintained by the Sub-Adviser relating directly to the Fund. The Sub-Adviser shall also provide the Adviser with such other information and reports, including information and reports related to compliance matters, as may reasonably be requested by it from time to time, including without limitation all material requested by or required to be delivered to the Board. (i) Unless otherwise instructed by the Adviser, the Sub-Adviser shall not have the power, discretion or responsibility to (a) select stocks, bonds, other securities or investments for the Fund that have not been approved in advance by the Adviser and transmitted to the Sub-Adviser and (b) vote any proxies in connection with securities in which assets the Sub-Advised Assets may be invested, and the Adviser shall retain such responsibility. (j) The Sub-Adviser shall cooperate promptly and fully with the Adviser and/or the Trust in responding to any regulatory or compliance examinations or inspections (including any information requests) relating to the Trust, the Fund or the Adviser brought by any governmental or regulatory authorities. The Sub-Adviser shall provide the Trust CCO or his or her delegate with notice within a reasonable period of any deficiencies or other issues identified by the United States Securities and Exchange Commission (“SEC”) in an examination or otherwise that relate to or that may affect the Sub-Adviser’s responsibilities with respect to the Fund. (k) The Sub-Adviser shall be responsible for the preparation and filing of Form 13F on behalf of the Portfolio are invested. h. Upon the request of the Manager or the Portfolio’s pricing agent, the Subadviser shall provide reasonable and good faith fair valuations for any securities in the Portfolio for which the Portfolio’s pricing agent has determined current market quotations are not readily available or reliableSub-Advised Assets. In connection with the provision of such securities valuations, the Subadviser shall further provide information concerning the basis upon which the Subadviser’s valuation determination was made as may be reasonably requested by the Manager, and all such information shall be provided in a format reasonably acceptable to the Manager. Except as set forth herein, the Subadviser The Sub-Adviser shall not be responsible for determining valuations the preparation or filing of any other reports required on behalf of the Sub-Advised Assets, except as may be expressly agreed to in writing. (l) The Sub-Adviser shall maintain separate detailed records of all matters pertaining to the Sub-Advised Assets, including, without limitation, brokerage and other records of all securities transactions. Any records required to be maintained and preserved pursuant to the provisions of Rule 31a-1 and Rule 31a-2 promulgated under the 1940 Act that are prepared or maintained by the Sub-Adviser on behalf of the Trust are the property of the Trust and will be surrendered promptly to the Trust upon request. The Sub-Adviser further agrees to preserve for the securities and/or other assets of periods prescribed in Rule 31a-2 under the Portfolio1940 Act the records required to be maintained under Rule 31a-1 under the 1940 Act. i. (m) The Subadviser Sub-Adviser shall be responsible for expenses relating to promptly notify the preparation, filing and mailing Adviser of any prospectus supplement or other required regulatory filings or mailings, exclusive of annual updates, required as a result of actions taken by financial condition that is likely to impair the SubadviserSub-Adviser’s ability to fulfill its commitments under this Agreement.

Sub-Advisory Services. a. The Subadviser Sub-Adviser shall, subject to the supervision of the Manager and in cooperation with the Manager, as administrator, or with any other administrator appointed by the Manager (the “"Administrator”"), manage the investment and reinvestment of the assets of the PortfolioSeries. The Subadviser Sub-Adviser shall invest and reinvest manage the assets of the Portfolio Series in conformity with (1) the investment objective, policies and restrictions of the Portfolio Series set forth in the Fund’s Trust's prospectus and statement of additional information, as revised or supplemented from time to time, information relating to the Portfolio (Series provided to the “Prospectus”)Sub-Adviser in accordance with Section 2.a hereof, (2) any additional changes in, or any additional, policies or guidelines established by the Manager or by the Fund’s Directors Trust's trustees that have been furnished in writing to the Subadviser Sub-Adviser in accordance with Section 2.a hereof and (3) the provisions of the Internal Revenue Code (the “"Code”") 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”"), and with all applicable provisions of law, including without limitation all applicable provisions of the Investment Company Act of 1940 (the “"1940 Act”") and the rules and regulations thereunder and the interpretive opinions thereof of the staff of the Securities and Exchange Commission (“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 Restrictionsthereunder. Subject to the foregoing, the Subadviser Sub-Adviser 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 PortfolioSeries, 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 the Portfolio Series may be invested in such proportions of stocks, bonds, other securities or investment instruments, or cash, Sub-Advisory Agreement - International Equity Fund (2) as the Subadviser Sub-Adviser shall determine. Notwithstanding the foregoing provisions of this Section 1.a, however, the Subadviser Sub-Adviser shall, upon written instructions from the Manager, effect such portfolio transactions for the Portfolio Series as the Manager shall determine are necessary in order for the Portfolio Series to comply with the Policies. b. The Subadviser shall furnish ; and the Manager and the Administrator daily, weekly, monthly, quarterly and/or annual reports concerning portfolio transactions and the investment performance of the Portfolio in such form as may be mutually agreed upon, and hereby agrees to review hold the Portfolio and discuss Sub-Adviser harmless from any loss, damage or liability that may result from the management of the Portfolio with representatives Sub-Adviser's action in reliance upon or agents of pursuant to any such written instructions from the Manager, the Administrator or the Fund at their reasonable request. The Subadviser shall, as part of a complete portfolio compliance testing program (and based upon the information regarding the Portfolio in its possession), perform quarterly diversification testing under Section 817 (h) of the Code with respect to the Portfolio. The Subadviser shall provide timely notice each calendar quarter that such diversification was satisfied, or if not satisfied, that corrections were made within 30 days of the end of the calendar quarter. The Subadviser shall also provide the Manager, the Administrator or the Fund with such other information and reports as may reasonably be requested by the Manager, the Administrator or the Fund from time to time, including without limitation all material as reasonably may be requested by the Directors of the Fund pursuant to Section 15(c) of the 1940 Act. The Subadviser shall furnish the Manager (which may also provide it to the Fund’s Board of Directors) with copies of all material comments that are directly related to the Portfolio and the services provided under this Agreement received from the SEC following routine or special SEC examinations or inspections. c. The Subadviser shall provide to the Manager a copy of the Subadviser’s Form ADV as filed with the SEC and as amended from time to time and a list of the persons whom the Subadviser wishes to have authorized to give written and/or oral instructions to custodians of assets of the Portfolio. The Subadviser represents that it will notify the Manager of any change in the membership of the Subadviser within a reasonable time after any such change; delivery of the Subadviser’s Disclosure Statement consisting of Part II of the Subadviser’s Form ADV shall be deemed to satisfy such notice requirement. d. In accordance with Rule 206(4)-7 under the Advisers Act, the Subadviser has adopted and implemented written policies and procedures reasonably designed to prevent violation of the Advisers Act and its Rules by the Subadviser and its supervised persons. Further, the Subadviser reviews, at least annually, its written policies and procedures and the effectiveness of their implementation. e. The Subadviser shall: i) Comply with the Manager’s written compliance policies and procedures pursuant to Rule 38a-1; ii) Provide copies of their annual compliance review report (or a summary of the process and findings) and copies of any third-party compliance audits; iii) Notify the Manager promptly of any contact from the SEC or other regulators or Self Regulatory Organization (“SRO”) with respect to the Portfolio and the services provided pursuant to this Agreement (such as an examination, inquiry, investigation, institution of a proceeding, etc.); and iv) Notify the Manager promptly of any material compliance matters (as defined in Rule 38a-1 under the 0000 Xxx) and actions taken in response. f. In accordance with Rule 17a-10 under the 1940 Act and any other applicable law, the Subadviser shall not consult with any other subadviser to the Portfolio or any subadviser to any other portfolio of the Fund or to any other investment company or investment company series for which the Manager serves as investment adviser concerning transactions of the Portfolio in securities or other assets, other than for purposes of complying with conditions of paragraphs (a) and (b) of Rule 12d3-1 under the 1940 Act. g. Unless the Manager gives the Subadviser written instructions to the contrary, the Subadviser shall use its good faith judgment in a manner which it reasonably believes best serves the interest of the Portfolio’s shareholders to vote or abstain from voting all proxies solicited by or with respect to the issuers of securities in which assets of the Portfolio are invested. h. Upon the request of the Manager or the Portfolio’s pricing agent, the Subadviser shall provide reasonable and good faith fair valuations for any securities in the Portfolio for which the Portfolio’s pricing agent has determined current market quotations are not readily available or reliable. In connection with the provision of such securities valuations, the Subadviser shall further provide information concerning the basis upon which the Subadviser’s valuation determination was made as may be reasonably requested by the Manager, and all such information shall be provided in a format reasonably acceptable to the Manager. Except as set forth herein, the Subadviser shall not be responsible for determining valuations for the securities and/or other assets of the Portfolio. i. The Subadviser shall be responsible for expenses relating to the preparation, filing and mailing of any prospectus supplement or other required regulatory filings or mailings, exclusive of annual updates, required as a result of actions taken by the Subadviser.

Sub-Advisory Services. a. The Subadviser Sub-Adviser shall, subject to the supervision of the Manager and in cooperation with the Manager, as administrator, or with of any other administrator appointed by the Manager (the “"Administrator”"), manage the investment and reinvestment of such portion of the assets of the PortfolioSeries as the Manager may from time to time allocate to the Sub-Adviser for management (such portion, the "Segment") and the Sub-Advisor shall have the authority on behalf of the Series to vote all proxies and exercise all other rights of the Series as a security holder of companies in which the Segment from time to time invests. The Subadviser Sub-Adviser shall invest and reinvest manage the assets of the Portfolio Segment in conformity with (1) the investment objective, policies and restrictions of the Portfolio Series set forth in the Fund’s Trust's prospectus and statement of additional information, as revised or supplemented from time to time, information relating to the Portfolio (the “Prospectus”)Series, (2) any additional policies or guidelines established by the Manager or by the Fund’s Directors Trust's trustees that have been furnished in writing to the Subadviser Sub-Adviser and (3) the provisions of the Internal Revenue Code (the “"Code”") 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”"), and with all applicable provisions of law, including without limitation all applicable provisions of the Investment Company Act of 1940 (the “"1940 Act”") and the rules and regulations thereunder thereunder. For purposes of compliance with the Policies, the Sub-Adviser shall be entitled to treat the Segment as though the Segment constituted the entire Series, and the interpretive opinions thereof Sub-Adviser shall not be responsible in any way for the compliance of any assets of the staff Series, other than the Segment, with the Policies, or for the compliance of the Securities and Exchange Commission (“SEC”) (“SEC Positions”); providedSeries, howevertaken as a whole, that with 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 RestrictionsPolicies. Subject to the foregoing, the Subadviser Sub-Adviser 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 PortfolioSeries, 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 the Portfolio Segment may be invested in such proportions of stocks, bonds, other securities or investment instruments, or cash, as the Subadviser Sub-Adviser shall determine. Notwithstanding the foregoing provisions of this Section 1.a, ; however, the Subadviser Sub-Adviser shall, upon written instructions from the Manager, effect such portfolio transactions for the Portfolio Segment as the Manager shall determine are necessary in order for the Portfolio Series to comply with the Policies. b. The Subadviser Sub-Adviser shall furnish the Manager and the Administrator daily, weekly, monthly, quarterly and/or and annual reports concerning portfolio transactions and the investment performance of the Portfolio Segment in such form as may be mutually agreed upon, and agrees to review the Portfolio Segment and discuss the management of the Portfolio with representatives or agents of the Manager, the Administrator or the Fund at their reasonable requestit. The Subadviser shall, as part of a complete portfolio compliance testing program (Sub-Adviser shall permit all books and based upon the information regarding the Portfolio in its possession), perform quarterly diversification testing under Section 817 (h) of the Code records with respect to the PortfolioSegment to be inspected and audited by the Manager and the Administrator at all reasonable times during normal business hours, upon reasonable notice. The Subadviser shall provide timely notice each calendar quarter that such diversification was satisfied, or if not satisfied, that corrections were made within 30 days of the end of the calendar quarter. The Subadviser Sub-Adviser shall also provide the Manager, the Administrator or the Fund Manager with such other information and reports as may reasonably be requested by the Manager, the Administrator or the Fund Manager from time to time, including without limitation all material as reasonably may be requested by or required to be delivered to the Directors trustees of the Fund pursuant to Section 15(c) of the 1940 Act. The Subadviser shall furnish the Manager (which may also provide it to the Fund’s Board of Directors) with copies of all material comments that are directly related to the Portfolio and the services provided under this Agreement received from the SEC following routine or special SEC examinations or inspectionsTrust. c. The Subadviser Sub-Adviser shall provide to the Manager a copy of the Subadviser’s Sub-Adviser's Form ADV as filed with the SEC Securities and as amended from time to time Exchange Commission and a list of the persons whom the Subadviser Sub-Adviser wishes to have authorized to give written and/or oral instructions to custodians of assets of the Portfolio. The Subadviser represents that it will notify the Manager of any change in the membership of the Subadviser within a reasonable time after any such change; delivery of the Subadviser’s Disclosure Statement consisting of Part II of the Subadviser’s Form ADV shall be deemed to satisfy such notice requirementSeries. d. In accordance with Rule 206(4)-7 under the Advisers Act, the Subadviser has adopted and implemented written policies and procedures reasonably designed to prevent violation of the Advisers Act and its Rules by the Subadviser and its supervised persons. Further, the Subadviser reviews, at least annually, its written policies and procedures and the effectiveness of their implementation. e. The Subadviser shall: i) Comply with the Manager’s written compliance policies and procedures pursuant to Rule 38a-1; ii) Provide copies of their annual compliance review report (or a summary of the process and findings) and copies of any third-party compliance audits; iii) Notify the Manager promptly of any contact from the SEC or other regulators or Self Regulatory Organization (“SRO”) with respect to the Portfolio and the services provided pursuant to this Agreement (such as an examination, inquiry, investigation, institution of a proceeding, etc.); and iv) Notify the Manager promptly of any material compliance matters (as defined in Rule 38a-1 under the 0000 Xxx) and actions taken in response. f. In accordance with Rule 17a-10 under the 1940 Act and any other applicable law, the Subadviser shall not consult with any other subadviser to the Portfolio or any subadviser to any other portfolio of the Fund or to any other investment company or investment company series for which the Manager serves as investment adviser concerning transactions of the Portfolio in securities or other assets, other than for purposes of complying with conditions of paragraphs (a) and (b) of Rule 12d3-1 under the 1940 Act. g. Unless the Manager gives the Subadviser written instructions to the contrary, the Subadviser shall use its good faith judgment in a manner which it reasonably believes best serves the interest of the Portfolio’s shareholders to vote or abstain from voting all proxies solicited by or with respect to the issuers of securities in which assets of the Portfolio are invested. h. Upon the request of the Manager or the Portfolio’s pricing agent, the Subadviser shall provide reasonable and good faith fair valuations for any securities in the Portfolio for which the Portfolio’s pricing agent has determined current market quotations are not readily available or reliable. In connection with the provision of such securities valuations, the Subadviser shall further provide information concerning the basis upon which the Subadviser’s valuation determination was made as may be reasonably requested by the Manager, and all such information shall be provided in a format reasonably acceptable to the Manager. Except as set forth herein, the Subadviser shall not be responsible for determining valuations for the securities and/or other assets of the Portfolio. i. The Subadviser shall be responsible for expenses relating to the preparation, filing and mailing of any prospectus supplement or other required regulatory filings or mailings, exclusive of annual updates, required as a result of actions taken by the Subadviser.

Sub-Advisory Services. a. (a) The Subadviser Advisers hereby appoint the Sub-Adviser to act as an investment adviser to the Fund for the periods and on the terms herein set forth. The Sub-Adviser accepts such appointment and agrees to render the services herein set forth, for the compensation herein provided. (b) The Sub-Adviser shall, subject to the supervision and oversight of the Manager and in cooperation with the Manager, as administrator, or with any other administrator appointed by the Manager (the “Administrator”)Advisers, manage the investment and reinvestment of such portion of the assets of the PortfolioFund, as the Advisers may from time to time allocate to the Sub-Adviser for management (the "Sub-Advised Assets"). The Subadviser Sub-Adviser shall invest and reinvest manage the assets of the Portfolio Sub-Advised Assets in conformity with (1i) the investment objective, policies and restrictions of the Portfolio Fund set forth in the Fund’s Trust's prospectus and statement of additional informationinformation relating to the Fund, as revised or supplemented they may be amended from time to time, relating to the Portfolio (the “Prospectus”), (2) any additional policies or guidelines guidelines, including without limitation compliance policies and procedures, established by the Manager Advisers, the Trust's Chief Compliance Officer, or by the Fund’s Directors Trust's Board of Trustees ("Board") that have been furnished in writing to the Subadviser and Sub-Adviser, (3ii) the provisions asset diversification tests applicable to regulated investment companies pursuant to section 851(b)(3) of the Internal Revenue Code Code, (iii) the “Code”) applicable to “regulated investment companies” (as defined in Section 851 of written instructions and directions received from 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 Advisers and the regulations thereunder, all Trust as from time to time in effect delivered; and (collectively, iv) the “Policies”), and with all applicable provisions of law, including without limitation all applicable provisions requirements of the Investment Company Act of 1940 (the “"1940 Act”) "), the rules and regulations thereunder and the interpretive opinions thereof Investment Advisers Act of the staff of the Securities and Exchange Commission 1940 (“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”"Advisers Act"), and all other federal and state laws applicable to inform registered investment companies and the Subadviser promptly Sub-Adviser's duties under this Agreement, all as may be in effect from time to time. The foregoing are referred to below together as the "Policies." For purposes of compliance with the Policies, the Sub-Adviser shall be entitled to treat the Sub-Advised Assets as though the Sub-Advised Assets constituted the entire Fund, and the Sub-Adviser shall not be responsible in any way for the compliance of any changes in such Insurance Restrictionsassets of the Fund, other than the Sub-Advised Assets, with the Policies. Subject to the foregoing, the Subadviser Sub-Adviser is authorized, in its discretion and without prior consultation with the ManagerAdvisers, to buy, sell, lend and otherwise trade in any stocks, bonds and other securities and investment instruments on behalf of the PortfolioFund, 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 the Portfolio Sub-Advised Assets may be invested in such proportions of stocks, bonds, other securities or investment instruments, or cash, as the Subadviser Sub-Adviser shall determine. Notwithstanding the foregoing provisions of this Section 1.a1(b), however, (i) the Subadviser Sub-Adviser shall, upon and in accordance with written instructions from either of the ManagerAdvisers, effect such portfolio transactions for the Portfolio Sub-Advised Assets as the Manager Adviser shall determine are necessary in order for the Portfolio Fund to comply with the Policies, and (ii) upon notice to the Sub-Adviser, the Advisers may effect in-kind redemptions with shareholders of the Fund with securities included within the Sub-Advised Assets. b. The Subadviser (c) Absent instructions from the Advisers or the officers of the Trust to the contrary, the Sub-Adviser shall furnish place orders pursuant to its determinations either directly with the Manager issuer or with any broker and/or dealer or other person who deals in the securities in which the Fund is trading. With respect to common and the Administrator dailypreferred stocks, weekly, monthly, quarterly and/or annual reports concerning in executing portfolio transactions and selecting brokers or dealers, the investment performance Sub-Adviser shall use its best judgment to obtain the best overall terms available (and not necessarily best price). In assessing the best overall terms available for any transaction, the Sub-Adviser shall consider all factors it deems relevant, including the breadth of the Portfolio market in such form as may be mutually agreed uponthe security, the price of the security, the financial condition and execution capability of the broker or dealer, and agrees to review the Portfolio and discuss the management reasonableness of the Portfolio with representatives commission, if any, both for the specific transaction and on a continuing basis. In evaluating the best overall terms available and in selecting the broker or agents of the Managerdealer to execute a particular transaction, the Administrator or Sub-Adviser may also consider the Fund at their reasonable request. The Subadviser shall, brokerage and research services (as part of a complete portfolio compliance testing program (and based upon the information regarding the Portfolio those terms are defined in its possession), perform quarterly diversification testing under Section 817 (h28(e) of the Code with Securities Exchange Act of 1934) provided to the Fund and/or other account over which the Sub-Adviser and/or an affiliate of the Sub-Adviser exercises investment discretion. With respect to securities other than common and preferred stocks, in placing orders with brokers, dealers or other persons, the Portfolio. The Subadviser Sub-Adviser shall provide timely notice each calendar quarter attempt to obtain the best net price and execution of its orders, provided that to the extent the execution and price available from more than one broker, dealer or other such diversification was satisfiedperson are believed to be comparable, the Sub-Adviser may, at its discretion but subject to applicable law, select the executing broker, dealer or if not satisfied, that corrections were made within 30 days such other person on the basis of the end Sub-Adviser's opinion of the calendar quarter. The Subadviser shall also provide the Managerreliability and quality of such broker, the Administrator dealer or the Fund with such other information and reports as may reasonably be requested person; broker or dealers selected by the Manager, Sub-Adviser for the Administrator purchase and sale of securities or other investment instruments for the Fund from time to time, including without limitation all material as reasonably Sub-Advised Assets may be requested by the Directors of the Fund pursuant to Section 15(c) of the 1940 Act. The Subadviser shall furnish the Manager (which may also provide it to the Fund’s Board of Directors) with copies of all material comments that are directly related to the Portfolio and the services provided under this Agreement received from the SEC following routine include brokers or special SEC examinations or inspections. c. The Subadviser shall provide to the Manager a copy of the Subadviser’s Form ADV as filed dealers affiliated with the SEC Sub-Adviser, provided such orders comply with Rules 17e-1 and as amended from time to time and a list of the persons whom the Subadviser wishes to have authorized to give written and/or oral instructions to custodians of assets of the Portfolio. The Subadviser represents that it will notify the Manager of any change in the membership of the Subadviser within a reasonable time after any such change; delivery of the Subadviser’s Disclosure Statement consisting of Part II of the Subadviser’s Form ADV shall be deemed to satisfy such notice requirement. d. In accordance with Rule 206(4)-7 under the Advisers Act, the Subadviser has adopted and implemented written policies and procedures reasonably designed to prevent violation of the Advisers Act and its Rules by the Subadviser and its supervised persons. Further, the Subadviser reviews, at least annually, its written policies and procedures and the effectiveness of their implementation. e. The Subadviser shall: i) Comply with the Manager’s written compliance policies and procedures pursuant to Rule 38a-1; ii) Provide copies of their annual compliance review report (or a summary of the process and findings) and copies of any third-party compliance audits; iii) Notify the Manager promptly of any contact from the SEC or other regulators or Self Regulatory Organization (“SRO”) with respect to the Portfolio and the services provided pursuant to this Agreement (such as an examination, inquiry, investigation, institution of a proceeding, etc.); and iv) Notify the Manager promptly of any material compliance matters (as defined in Rule 38a-1 under the 0000 Xxx) and actions taken in response. f. In accordance with Rule 17a-10 10f-3 under the 1940 Act and the Trust's Rule 17e-1 and Rule 10f-3 Procedures, respectively, in all respects, or any other applicable lawexemptive rules or orders applicable to the Sub-Adviser. Notwithstanding the foregoing, the Subadviser Sub-Adviser will not effect any transaction with a broker or dealer that is an "affiliated person" (as defined under the 1940 Act) of the Sub-Adviser or the Advisers without the prior approval of the Advisers. The Advisers shall provide the Sub-Adviser with a list of brokers or dealers that are affiliated persons of the Advisers. (d) The Sub-Adviser acknowledges that the Advisers and the Trust may rely on Rules 17a-7, 17a-10, 10f-3 and 17e-1 under the 1940 Act, and the Sub-Adviser hereby agrees that it shall not consult with any other subadviser investment adviser to the Portfolio Trust with respect to transactions in securities for the Sub-Advised Assets or any subadviser to any other portfolio of transactions in the Fund or to any other investment company or investment company series for which the Manager serves as investment adviser concerning transactions of the Portfolio in securities or other Trust's assets, other than for the purposes of complying with the conditions of paragraphs (a) and (b) of Rule 12d3-1 under the 1940 Act. g. Unless (e) The Sub-Adviser has provided the Manager gives Advisers with a copy of its key compliance policies for compliance with "federal securities laws" (as such term is defined under Rule 38a-1 of the Subadviser written instructions 1940 Act) and Rule 206(4)-7 of the Advisers Act with xxxpect to the contraryservices provided to the Trust, as well as a copy of matrix summarizing the Subadviser shall use its good faith judgment in a manner which it reasonably believes best serves the interest of the Portfolio’s shareholders to vote or abstain from voting all proxies solicited by or key policies, procedures and controls with respect to such services (the issuers of securities in which assets of the Portfolio are invested. h. Upon the request of the Manager or the Portfolio’s pricing agent"Sub-Adviser Compliance Policies"). The Sub-Adviser's chief compliance officer ("Sub-Adviser CCO") shall provide, the Subadviser shall provide within a reasonable and good faith fair valuations for any securities in the Portfolio for which the Portfolio’s pricing agent has determined current market quotations are not readily available or reliable. In connection with the provision of such securities valuationstime, the Subadviser shall further provide information concerning the basis upon which the Subadviser’s valuation determination was made as may be reasonably requested by the Manager, and all such information shall be provided in a format reasonably acceptable to the Manager. Except as set forth herein, Trust's Chief Compliance Officer ("Trust CCO") or his or her delegatee the Subadviser shall not be responsible for determining valuations for the securities and/or other assets of the Portfolio. i. The Subadviser shall be responsible for expenses relating to the preparation, filing and mailing of any prospectus supplement or other required regulatory filings or mailings, exclusive of annual updates, required as a result of actions taken by the Subadviser.following:

Sub-Advisory Services. a. (a) The Subadviser Advisers hereby appoint the Sub-Adviser to act as an investment adviser to the Fund for the periods and on the terms herein set forth. The Sub-Adviser accepts such appointment and agrees to render the services herein set forth, for the compensation herein provided. (b) The Sub-Adviser shall, subject to the supervision and oversight of the Manager and in cooperation with the Manager, as administrator, or with any other administrator appointed by the Manager (the “Administrator”)Advisers, manage the investment and reinvestment of such portion of the assets of the PortfolioFund, as the Advisers may from time to time allocate to the Sub-Adviser for management (the “Sub-Advised Assets”). The Subadviser Sub-Adviser shall invest and reinvest manage the assets of the Portfolio Sub-Advised Assets in conformity with (1i) the investment objective, policies and restrictions of the Portfolio Fund set forth in the FundTrust’s prospectus and statement of additional informationinformation relating to the Fund, as revised or supplemented they may be amended from time to time, relating to the Portfolio (the “Prospectus”), (2) any additional policies or guidelines guidelines, including without limitation, compliance policies and procedures, established by the Manager Advisers, the Trust’s Chief Compliance Officer, or by the FundTrust’s Directors Board of Trustees (“Board”) that have been furnished in writing to the Subadviser and Sub-Adviser, (3ii) the provisions asset diversification tests applicable to regulated investment companies pursuant to section 851(b)(3) of the Internal Revenue Code Code, (iii) the “Code”) applicable to “regulated investment companies” (as defined in Section 851 of written instructions and directions received from 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 Advisers and the regulations thereunder, all Trust as from time to time in effect delivered; and (collectively, iv) the “Policies”), and with all applicable provisions of law, including without limitation all applicable provisions requirements of the Investment Company Act of 1940 (the “1940 Act”) ), the rules and regulations thereunder and the interpretive opinions thereof Investment Advisers Act of the staff of the Securities and Exchange Commission 1940 (“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 RestrictionsAdvisers Act”), and all other federal and state laws applicable to inform registered investment companies and the Subadviser promptly Sub-Adviser’s duties under this Agreement, all as may be in effect from time to time. The foregoing are referred to below together as the “Policies.” For purposes of compliance with the Policies, the Sub-Adviser shall be entitled to treat the Sub-Advised Assets as though the Sub-Advised Assets constituted the entire Fund, and the Sub-Adviser shall not be responsible in any way for the compliance of any changes in such Insurance Restrictionsassets of the Fund, other than the Sub-Advised Assets, with the Policies. Subject to the foregoing, the Subadviser Sub-Adviser is authorized, in its discretion and without prior consultation with the ManagerAdvisers, to buy, sell, lend and otherwise trade in any stocks, bonds and other securities and investment instruments on behalf of the PortfolioFund, 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 the Portfolio Sub-Advised Assets may be invested in such proportions of stocks, bonds, other securities or investment instruments, or cash, as the Subadviser Sub-Adviser shall determine. Notwithstanding the foregoing provisions of this Section 1.a1(b), however, (i) the Subadviser Sub-Adviser shall, upon and in accordance with written instructions from either of the ManagerAdvisers, effect such portfolio transactions for the Portfolio Sub-Advised Assets as the Manager Adviser shall determine are necessary in order for the Portfolio Fund to comply with the Policies, and (ii) upon notice to the Sub-Adviser, the Advisers may effect in-kind redemptions with shareholders of the Fund with securities included within the Sub-Advised Assets. b. The Subadviser (c) Absent instructions from the Advisers or the officers of the Trust to the contrary, the Sub-Adviser shall furnish place orders pursuant to its determinations either directly with the Manager issuer or with any broker and/or dealer or other person who deals in the securities in which the Fund is trading. With respect to common and the Administrator dailypreferred stocks, weekly, monthly, quarterly and/or annual reports concerning in executing portfolio transactions and selecting brokers or dealers, the investment performance Sub-Adviser shall use its best judgment to obtain the best overall terms available. In assessing the best overall terms available for any transaction, the Sub-Adviser shall consider all factors it deems relevant, including the breadth of the Portfolio market in such form as may be mutually agreed uponthe security, the price of the security, the financial condition and execution capability of the broker or dealer, and agrees to review the Portfolio and discuss the management reasonableness of the Portfolio with representatives commission, if any, both for the specific transaction and on a continuing basis. In evaluating the best overall terms available and in selecting the broker or agents of the Managerdealer to execute a particular transaction, the Administrator or Sub-Adviser may also consider the Fund at their reasonable request. The Subadviser shall, brokerage and research services (as part of a complete portfolio compliance testing program (and based upon the information regarding the Portfolio those terms are defined in its possession), perform quarterly diversification testing under Section 817 (h28(e) of the Code with Securities Exchange Act of 1934) provided to the Fund and/or other account over which the Sub-Adviser and/or an affiliate of the Sub-Adviser exercises investment discretion. With respect to securities other than common and preferred stocks, in placing orders with brokers, dealers or other persons, the Portfolio. The Subadviser Sub-Adviser shall provide timely notice each calendar quarter attempt to obtain the best net price and execution of its orders, provided that to the extent the execution and price available from more than one broker, dealer or other such diversification was satisfiedperson are believed to be comparable, the Sub-Adviser may, at its discretion but subject to applicable law, select the executing broker, dealer or such other person on the basis of the Sub-Adviser’s opinion of the reliability and quality of such broker, dealer or such other person; broker or dealers selected by the Sub-Adviser for the purchase and sale of securities or other investment instruments for the Sub-Advised Assets may include brokers or dealers affiliated with the Sub-Adviser, provided such orders comply with Rules 17e-1 and 10f-3 under the 1940 Act and the Trust’s Rule 17e-1 and Rule 10f-3 Procedures, respectively, in all respects, or if not satisfied, that corrections were made within 30 days of any other applicable exemptive rules or orders applicable to the end of Sub-Adviser. Notwithstanding the calendar quarter. The Subadviser shall also provide the Managerforegoing, the Administrator Sub-Adviser will not effect any transaction with a broker or the Fund with such other information and reports as may reasonably be requested by the Manager, the Administrator or the Fund from time to time, including without limitation all material as reasonably may be requested by the Directors of the Fund pursuant to Section 15(c) of the 1940 Act. The Subadviser shall furnish the Manager (which may also provide it to the Fund’s Board of Directors) with copies of all material comments dealer that are directly related to the Portfolio and the services provided under this Agreement received from the SEC following routine or special SEC examinations or inspections. c. The Subadviser shall provide to the Manager a copy of the Subadviser’s Form ADV as filed with the SEC and as amended from time to time and a list of the persons whom the Subadviser wishes to have authorized to give written and/or oral instructions to custodians of assets of the Portfolio. The Subadviser represents that it will notify the Manager of any change in the membership of the Subadviser within a reasonable time after any such change; delivery of the Subadviser’s Disclosure Statement consisting of Part II of the Subadviser’s Form ADV shall be deemed to satisfy such notice requirement. d. In accordance with Rule 206(4)-7 under the Advisers Act, the Subadviser has adopted and implemented written policies and procedures reasonably designed to prevent violation of the Advisers Act and its Rules by the Subadviser and its supervised persons. Further, the Subadviser reviews, at least annually, its written policies and procedures and the effectiveness of their implementation. e. The Subadviser shall: i) Comply with the Manager’s written compliance policies and procedures pursuant to Rule 38a-1; ii) Provide copies of their annual compliance review report (or a summary of the process and findings) and copies of any third-party compliance audits; iii) Notify the Manager promptly of any contact from the SEC or other regulators or Self Regulatory Organization (is an “SRO”) with respect to the Portfolio and the services provided pursuant to this Agreement (such as an examination, inquiry, investigation, institution of a proceeding, etc.); and iv) Notify the Manager promptly of any material compliance matters affiliated person” (as defined in Rule 38a-1 under the 0000 Xxx) and actions taken in responseof the Sub-Adviser or the Advisers without the prior approval of the Advisers. The Advisers shall provide the Sub-Adviser with a list of brokers or dealers that are affiliated persons of the Advisers. f. In accordance with Rule 17a-10 (d) The Sub-Adviser acknowledges that the Advisers and the Trust may rely on Rules 17a-7, 17a-10, 10f-3 and 17e-1 under the 1940 Act Act, and any other applicable law, the Subadviser Sub-Adviser hereby agrees that it shall not consult with any other subadviser investment adviser to the Portfolio Trust with respect to transactions in securities for the Sub-Advised Assets or any subadviser to any other portfolio of transactions in the Fund or to any other investment company or investment company series for which the Manager serves as investment adviser concerning transactions of the Portfolio in securities or other Trust’s assets, other than for the purposes of complying with the conditions of paragraphs (a) and (b) of Rule 12d3-1 under the 1940 Act. g. Unless (e) The Sub-Adviser has provided the Manager gives Advisers with a true and complete copy of its compliance policies and procedures for compliance with “federal securities laws” (as such term is defined under Rule 38a-1 of the Subadviser written instructions 0000 Xxx) and Rule 206(4)-7 of the Advisers Act (the “Sub-Adviser Compliance Policies”). The Sub-Adviser’s chief compliance officer (“Sub-Adviser CCO”) shall provide to the contraryTrust’s Chief Compliance Officer (“Trust CCO”) or his or her delegatee promptly (and in no event more than 10 business days) the following: (i) a report of any material changes to the Sub-Adviser Compliance Policies; (ii) a report of any “material compliance matters,” as defined by Rule 38a-1 under the 1940 Act, that have occurred in connection with the Subadviser shall use its good faith judgment in Sub-Adviser Compliance Policies; (iii) a manner which it reasonably believes best serves the interest copy of the PortfolioSub-Adviser CCO’s shareholders to vote or abstain from voting all proxies solicited by or report with respect to the issuers annual review of the Sub-Adviser Compliance Policies pursuant to Rule 206(4)-7 under the Advisers Act; and (iv) an annual (or more frequently as the Trust CCO may request) certification regarding the Sub-Adviser’s compliance with Rule 206(4)-7 under the Advisers Act and Section 38a-1 of the 1940 Act as well as the foregoing sub-paragraphs (i) – (iii). (f) The Sub-Adviser may, on occasions when it deems the purchase or sale of a security to be in the best interests of the Fund as well as other fiduciary or agency accounts managed by the Sub-Adviser, aggregate, to the extent permitted by applicable laws and regulations, the securities to be sold or purchased in order to obtain the best overall terms available and execution with respect to common and preferred stocks and the best net price and execution with respect to other securities. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Sub-Adviser in the manner it considers to be most fair and equitable over time to the Fund and to its other accounts. (g) The Sub-Adviser, in connection with its rights and duties with respect to the Fund and the Trust shall use the care, skill, prudence and diligence under the circumstances then prevailing that a prudent person acting in a like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aims. (h) [Material Redacted: Confidential Treatment Requested]. (i) The Sub-Adviser shall furnish the Advisers and the administrators of the Trust (together, the “Administrators”) monthly, quarterly and annual reports, or more frequently as the Advisers may request, concerning portfolio transactions and performance of the Sub-Advised Assets as the Advisers may reasonably determine in such form as may be mutually agreed upon, and agrees to review the Sub-Advised Assets with the Advisers and discuss the management of them. The Sub-Adviser shall promptly respond to requests by the Advisers, the Administrators to the Trust, and the Trust CCO or their delegates for copies of the pertinent books and records maintained by the Sub-Advisers relating directly to the Fund. The Sub-Adviser shall also provide the Advisers with such other information and reports, including information and reports related to compliance matters, as may reasonably be requested by them from time to time, including without limitation all material requested by or required to be delivered to the Board. (j) Unless otherwise instructed by the Advisers, the Sub-Adviser shall not have the power, discretion or responsibility to vote any proxies in connection with securities in which assets the Sub-Advised Assets may be invested, and the Advisers shall retain such responsibility. (k) The Sub-Adviser shall cooperate promptly and fully with the Advisers and/or the Trust in responding to any regulatory or compliance examinations or inspections (including any information requests) relating to the Trust, the Fund or either of the Portfolio are investedAdvisers brought by any governmental or regulatory authorities. The Sub-Adviser shall provide to the Trust CCO or his or her delegate with notice within a reasonable period of any deficiencies or other issues identified by the United States Securities and Exchange Commission (“SEC”) in an examination or otherwise that relate to or that may affect the Sub-Adviser’s responsibilities with respect to the Fund. h. Upon (l) The Sub-Adviser shall be responsible for the request preparation and filing of Schedule 13G and Form 13F on behalf of the Manager or the Portfolio’s pricing agent, the Subadviser shall provide reasonable and good faith fair valuations for any securities in the Portfolio for which the Portfolio’s pricing agent has determined current market quotations are not readily available or reliableSub-Advised Assets. In connection with the provision of such securities valuations, the Subadviser shall further provide information concerning the basis upon which the Subadviser’s valuation determination was made as may be reasonably requested by the Manager, and all such information shall be provided in a format reasonably acceptable to the Manager. Except as set forth herein, the Subadviser The Sub-Adviser shall not be responsible for determining valuations the preparation or filing of any other reports required on behalf of the Sub-Advised Assets, except as may be expressly agreed to in writing. (m) The Sub-Adviser shall maintain separate detailed records of all matters pertaining to the Sub-Advised Assets, including, without limitation, brokerage and other records of all securities transactions. Any records required to be maintained and preserved pursuant to the provisions of Rule 31a-1 and Rule 31a-2 promulgated under the 1940 Act that are prepared or maintained by the Sub-Adviser on behalf of the Trust are the property of the Trust and will be surrendered promptly to the Trust upon request. The Sub-Adviser further agrees to preserve for the securities and/or other assets of periods prescribed in Rule 31a-2 under the Portfolio1940 Act the records required to be maintained under Rule 31a-1 under the 1940 Act. i. (n) The Subadviser Sub-Adviser shall be responsible for expenses relating to promptly notify the preparation, filing and mailing Advisers of any prospectus supplement or other required regulatory filings or mailings, exclusive of annual updates, required as a result of actions taken by financial condition that is likely to impair the SubadviserSub-Adviser’s ability to fulfill its commitments under this Agreement.

Sub-Advisory Services. a. (a) The Subadviser Advisers hereby appoint the Sub-Adviser to act as an investment adviser to the Fund for the periods and on the terms herein set forth. The Sub-Adviser accepts such appointment and agrees to render the services herein set forth, for the compensation herein provided. (b) The Sub-Adviser shall, subject to the supervision and oversight of the Manager and in cooperation with the Manager, as administrator, or with any other administrator appointed by the Manager (the “Administrator”)Advisers, manage the investment and reinvestment of such portion of the assets of the PortfolioFund, as the Advisers may from time to time allocate to the Sub-Adviser for management (the "Sub-Advised Assets"). The Subadviser Sub-Adviser shall invest and reinvest manage the assets of the Portfolio Sub-Advised Assets in conformity with (1i) the investment objective, policies and restrictions of the Portfolio Fund set forth in the Fund’s Trust's prospectus and statement of additional informationinformation relating to the Fund, as revised or supplemented they may be amended from time to time, relating to the Portfolio (the “Prospectus”), (2) any additional policies or guidelines guidelines, including without limitation compliance policies and procedures, established by the Manager Advisers, the Trust's Chief Compliance Officer, or by the Fund’s Directors Trust's Board of Trustees ("Board") that have been furnished in writing to the Subadviser and Sub-Adviser, (3ii) the provisions asset diversification tests applicable to regulated investment companies pursuant to section 851(b)(3) of the Internal Revenue Code Code, (iii) the “Code”) applicable to “regulated investment companies” (as defined in Section 851 of written instructions and directions received from 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 Advisers and the regulations thereunder, all Trust as from time to time in effect delivered; and (collectively, iv) the “Policies”), and with all applicable provisions of law, including without limitation all applicable provisions requirements of the Investment Company Act of 1940 (the “"1940 Act”) "), the rules and regulations thereunder and the interpretive opinions thereof Investment Advisers Act of the staff of the Securities and Exchange Commission 1940 (“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”"Advisers Act"), and all other federal and state laws applicable to inform registered investment companies and the Subadviser promptly Sub-Adviser's duties under this Agreement, all as may be in effect from time to time. The foregoing are referred to below together as the "Policies." For purposes of compliance with the Policies, the Sub-Adviser shall be entitled to treat the Sub-Advised Assets as though the Sub-Advised Assets constituted the entire Fund, and the Sub-Adviser shall not be responsible in any way for the compliance of any changes in such Insurance Restrictionsassets of the Fund, other than the Sub-Advised Assets, with the Policies. Subject to the foregoing, the Subadviser Sub-Adviser is authorized, in its discretion and without prior consultation with the ManagerAdvisers, to buy, sell, lend and otherwise trade in any stocks, bonds and other securities and investment instruments on behalf of the PortfolioFund, 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 the Portfolio Sub-Advised Assets may be invested in such proportions of stocks, bonds, other securities or investment instruments, or cash, as the Subadviser Sub-Adviser shall determine. Notwithstanding the foregoing provisions of this Section 1.a1(b), however, (i) the Subadviser Sub-Adviser shall, upon and in accordance with written instructions from either of the ManagerAdvisers, effect such portfolio transactions for the Portfolio Sub-Advised Assets as the Manager Adviser shall determine are necessary in order for the Portfolio Fund to comply with the Policies, and (ii) upon notice to the Sub-Adviser, the Advisers may effect in-kind redemptions with shareholders of the Fund with securities included within the Sub-Advised Assets. b. The Subadviser (c) Absent instructions from the Advisers or the officers of the Trust to the contrary, the Sub-Adviser shall furnish place orders pursuant to its determinations either directly with the Manager issuer or with any broker and/or dealer or other person who deals in the securities in which the Fund is trading. With respect to common and the Administrator dailypreferred stocks, weekly, monthly, quarterly and/or annual reports concerning in executing portfolio transactions and selecting brokers or dealers, the investment performance Sub-Adviser shall use its best judgment to obtain the best overall terms available. In assessing the best overall terms available for any transaction, the Sub-Adviser shall consider all factors it deems relevant, including the breadth of the Portfolio market in such form as may be mutually agreed uponthe security, the price of the security, the financial condition and execution capability of the broker or dealer, and agrees to review the Portfolio and discuss the management reasonableness of the Portfolio with representatives commission, if any, both for the specific transaction and on a continuing basis. In evaluating the best overall terms available and in selecting the broker or agents of the Managerdealer to execute a particular transaction, the Administrator or Sub-Adviser may also consider the Fund at their reasonable request. The Subadviser shall, brokerage and research services (as part of a complete portfolio compliance testing program (and based upon the information regarding the Portfolio those terms are defined in its possession), perform quarterly diversification testing under Section 817 (h28(e) of the Code with Securities Exchange Act of 1934) provided to the Fund and/or other account over which the Sub-Adviser and/or an affiliate of the Sub-Adviser exercises investment discretion. With respect to securities other than common and preferred stocks, in placing orders with brokers, dealers or other persons, the Portfolio. The Subadviser Sub-Adviser shall provide timely notice each calendar quarter attempt to obtain the best net price and execution of its orders, provided that to the extent the execution and price available from more than one broker, dealer or other such diversification was satisfiedperson are believed to be comparable, the Sub-Adviser may, at its discretion but subject to applicable law, select the executing broker, dealer or if not satisfied, that corrections were made within 30 days such other person on the basis of the end Sub-Adviser's opinion of the calendar quarter. The Subadviser shall also provide the Managerreliability and quality of such broker, the Administrator dealer or the Fund with such other information and reports as may reasonably be requested person; broker or dealers selected by the Manager, Sub-Adviser for the Administrator purchase and sale of securities or other investment instruments for the Fund from time to time, including without limitation all material as reasonably Sub-Advised Assets may be requested by the Directors of the Fund pursuant to Section 15(c) of the 1940 Act. The Subadviser shall furnish the Manager (which may also provide it to the Fund’s Board of Directors) with copies of all material comments that are directly related to the Portfolio and the services provided under this Agreement received from the SEC following routine include brokers or special SEC examinations or inspections. c. The Subadviser shall provide to the Manager a copy of the Subadviser’s Form ADV as filed dealers affiliated with the SEC Sub-Adviser, provided such orders comply with Rules 17e-1 and as amended from time to time and a list of the persons whom the Subadviser wishes to have authorized to give written and/or oral instructions to custodians of assets of the Portfolio. The Subadviser represents that it will notify the Manager of any change in the membership of the Subadviser within a reasonable time after any such change; delivery of the Subadviser’s Disclosure Statement consisting of Part II of the Subadviser’s Form ADV shall be deemed to satisfy such notice requirement. d. In accordance with Rule 206(4)-7 under the Advisers Act, the Subadviser has adopted and implemented written policies and procedures reasonably designed to prevent violation of the Advisers Act and its Rules by the Subadviser and its supervised persons. Further, the Subadviser reviews, at least annually, its written policies and procedures and the effectiveness of their implementation. e. The Subadviser shall: i) Comply with the Manager’s written compliance policies and procedures pursuant to Rule 38a-1; ii) Provide copies of their annual compliance review report (or a summary of the process and findings) and copies of any third-party compliance audits; iii) Notify the Manager promptly of any contact from the SEC or other regulators or Self Regulatory Organization (“SRO”) with respect to the Portfolio and the services provided pursuant to this Agreement (such as an examination, inquiry, investigation, institution of a proceeding, etc.); and iv) Notify the Manager promptly of any material compliance matters (as defined in Rule 38a-1 under the 0000 Xxx) and actions taken in response. f. In accordance with Rule 17a-10 l0f-3 under the 1940 Act and the Trust's Rule 17e-1 and Rule l0f-3 Procedures, respectively, in all respects or any other applicable lawexemptive rules or orders applicable to the Sub-Adviser. Notwithstanding the foregoing, the Subadviser Sub-Adviser will not effect any transaction with a broker or dealer that is an "affiliated person" (as defined under the 1940 Act) of the Sub-Adviser or the Advisers without the prior approval of the Advisers. The Advisers shall provide the Sub-Adviser with a list of brokers or dealers that are affiliated persons of the Advisers. (d) The Sub-Adviser acknowledges that the Advisers and the Trust may rely on Rules 17a-7, 17a-l0, l0f-3 and 17e-1 under the 1940 Act, and the Sub-Adviser hereby agrees that it shall not consult with any other subadviser investment adviser to the Portfolio Trust with respect to transactions in securities for the Sub-Advised Assets or any subadviser to any other portfolio of transactions in the Fund or to any other investment company or investment company series for which the Manager serves as investment adviser concerning transactions of the Portfolio in securities or other Trust's assets, other than for the purposes of complying with the conditions of paragraphs (a) and (b) of Rule 12d3-1 under the 1940 Act. g. Unless (e) The Sub-Adviser has provided the Manager gives Advisers with a true and complete copy of its compliance policies and procedures for compliance with "federal securities laws" (as such term is defined under Rule 38a-1 of the Subadviser written instructions 1940 Act) and Rule 206(4)-7 of the Advisers Act (the "Sub-Adviser Compliance Policies"). The Sub-Adviser's chief compliance officer ("Sub-Adviser CCO") shall provide to the contrary, Trust's Chief Compliance Officer ("Trust CCO") or his or her delegatee promptly (and in no event more than 10 business days) the Subadviser shall use its good faith judgment in a manner which it reasonably believes best serves the interest of the Portfolio’s shareholders to vote or abstain from voting all proxies solicited by or with respect to the issuers of securities in which assets of the Portfolio are invested. h. Upon the request of the Manager or the Portfolio’s pricing agent, the Subadviser shall provide reasonable and good faith fair valuations for any securities in the Portfolio for which the Portfolio’s pricing agent has determined current market quotations are not readily available or reliable. In connection with the provision of such securities valuations, the Subadviser shall further provide information concerning the basis upon which the Subadviser’s valuation determination was made as may be reasonably requested by the Manager, and all such information shall be provided in a format reasonably acceptable to the Manager. Except as set forth herein, the Subadviser shall not be responsible for determining valuations for the securities and/or other assets of the Portfolio. i. The Subadviser shall be responsible for expenses relating to the preparation, filing and mailing of any prospectus supplement or other required regulatory filings or mailings, exclusive of annual updates, required as a result of actions taken by the Subadviser.following:

Sub-Advisory Services. a. (a) The Subadviser Adviser shall, subject to the supervision of the Manager and the Trustees, and in cooperation with the Manager, as administrator, or with any other custodian and administrator appointed by the Manager performing the duties of a custodian (the “Administrator”"Custodian"), and administrator (the "Administrator") manage the investment and reinvestment of the assets of the PortfolioFund. The Subadviser Adviser shall invest and reinvest manage the assets of the Portfolio Fund in conformity with (1with: i) the The investment objective, policies and restrictions of the Portfolio Fund as provided for Adviser's prior review and comment not less than ten (10) business days in advance or as otherwise agreed to by the parties, and as set forth in the Fund’s prospectus and statement of additional information's then-current registration statement, as revised or supplemented filed with the SEC from time to time; and ii) Any procedures, relating to the Portfolio (the “Prospectus”), (2) any additional policies or guidelines established by the Manager or by the Fund’s Directors that have been Trustees and furnished in writing to the Subadviser and Adviser for its prior approval not less than ten (310) the business days in advance, which approval shall not be unreasonably withheld; and iii) The provisions of Subchapter M of the Internal Revenue Code of 1986, and the rules and regulations thereunder, as amended from time to time (the “"Code”"); and iv) Other applicable to “regulated investment companies” (as defined in Section 851 provisions of the Code) and “segregated asset accounts” (as defined in Section 817 of the Code) , including, but not limited towithout limitation, the diversification requirements of under Section 817(h) of the Code Code; and v) The provisions of the 1940 Act and the all other applicable federal and state laws and regulations thereunder, all as from time to time in effect (collectively, the “Policies”"Investment Guidelines"), and with all applicable provisions of law, including without limitation all applicable provisions of the 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 (“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 Adviser 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 PortfolioFund, 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 the Portfolio Fund may be invested in such proportions of stocks, bonds, other securities or investment instruments, or cash, as the Subadviser shall Adviser shall, in its best judgment, determine. Notwithstanding the foregoing any provisions of this Section 1.a, however2(a) to the contrary, the Subadviser Adviser shall, upon written instructions from the Manager, effect such portfolio transactions for the Portfolio Fund as the Manager shall determine are necessary in order for the Portfolio Fund to comply with the Policies. b. above enumerated requirements. Adviser makes no representation or warranty, express or implied, that any level of performance or investment results will be achieved by the Fund or that the Fund will perform comparably with any standard or index, including other clients of Adviser, whether public or private. The Subadviser Adviser shall furnish the Manager Manager, the Custodian and the Administrator dailyAdministrator, weeklyas appropriate, with monthly, quarterly and/or and annual reports concerning portfolio transactions transactions, performance, and the investment performance management of the Portfolio Fund in such form as the Manager may reasonably request to assure comparability with other information provided to the Board of Trustees, provided, however that Adviser shall not be mutually agreed uponresponsible for Fund accounting and shall not be required to generate information derived from Fund accounting data, and agrees to review the Portfolio Fund and discuss the management of the Portfolio Fund with representatives or agents of the Manager, the Administrator or the Fund Administrator, at their reasonable request. The Subadviser shall, as part of a complete portfolio compliance testing program (Adviser shall permit access to all books and based upon the information regarding the Portfolio in its possession), perform quarterly diversification testing under Section 817 (h) of the Code records with respect to the PortfolioFund during normal business hours, on reasonable notice. The Subadviser shall provide timely notice each calendar quarter that such diversification was satisfied, or if not satisfied, that corrections were made within 30 days of the end of the calendar quarter. The Subadviser Adviser shall also provide the Manager, the Administrator or the Fund Administrator, with such other information and reports as the Manager or the Administrator may reasonably be requested by the Manager, the Administrator or the Fund request from time to time. The Adviser shall use commercially reasonable efforts to make senior portfolio manager(s) or other appropriate Janus representatives available for presentations to the Trustees at a meeting of the Board of Trustees at least annually, including without limitation all material as well as other meetings as may be reasonably requested. (b) The Adviser shall make available to the Manager, promptly upon request, any of the Fund's investment records and ledgers as are necessary to assist the Manager to comply with the requirements of the 1940 Act and the Advisers Act, as well as other applicable laws and regulations, and will furnish to regulatory authorities having the requisite authority any information or reports relating to its services under this Agreement that may be requested by in order to ascertain whether the Directors Fund is being managed in a manner consistent with applicable laws and regulations. (c) The Adviser shall, in connection with the purchase and sale of securities for the Fund, arrange for the transmission to the Custodian on a daily basis, such confirmations, trade tickets, and other documents and information, including, but not limited to, Cusip, Sedol, or other numbers that identify securities to be purchased or sold on behalf of the Fund pursuant Fund, as may be reasonably necessary to Section 15(c) of enable the 1940 Act. The Subadviser shall furnish the Manager (which may also provide it Custodian to perform its responsibilities with respect to the Fund’s Board , and, with respect to portfolio securities to be purchased or sold through the Depository Trust Company, and will arrange for the transmission of Directors) with copies the confirmation of all material comments that are directly related such trades to the Portfolio and the services provided under this Agreement received from the SEC following routine or special SEC examinations or inspectionsCustodian. c. (d) The Subadviser Adviser shall provide to prepare and file any schedule or notification required by Regulation 13D-G under the Manager a copy Securities and Exchange Act of the Subadviser’s Form ADV 1934, as filed with the SEC and as amended from time to time and a list of the persons whom the Subadviser wishes to have authorized to give written and/or oral instructions to custodians of assets of the Portfolioamended. The Subadviser represents that it will Adviser shall also use reasonable commercial efforts to notify the Manager of any change in those portfolio investments held by the membership Fund which constitute "passive foreign investment companies" within the meaning of Section 1297 of the Subadviser within Internal Revenue Code of 1986, as amended (each a reasonable time after any "PFIC"). Any investments so identified shall be reported to the Manager; provided, however that the Adviser does not, and shall not be required to, warrant the accuracy or completeness of such change; delivery information. The Adviser agrees to comply with requests by the Manager (or its auditor) for information regarding particular Fund investments to assist the Adviser in a definitive determination of the Subadviser’s Disclosure Statement consisting PFIC status of Part II such investments, provided that such information is within the Adviser's control or is obtainable with reasonable effort. The Adviser shall not be responsible for the preparation of the Subadviser’s Form ADV shall be deemed to satisfy such notice requirement. d. In accordance with Rule 206(4)-7 under the Advisers Act, the Subadviser has adopted and implemented written policies and procedures reasonably designed to prevent violation of the Advisers Act and its Rules by the Subadviser and its supervised persons. Further, the Subadviser reviews, at least annually, its written policies and procedures and the effectiveness of their implementation. e. The Subadviser shall: i) Comply with the Manager’s written compliance policies and procedures pursuant to Rule 38a-1; ii) Provide copies of their annual compliance review report (or a summary of the process and findings) and copies filing of any third-party compliance audits; iii) Notify the Manager promptly of any contact from the SEC or other regulators or Self Regulatory Organization (“SRO”) with respect to the Portfolio and the services provided pursuant to this Agreement (such as an examination, inquiry, investigation, institution of a proceeding, etc.); and iv) Notify the Manager promptly of any material compliance matters (as defined in Rule 38a-1 under the 0000 Xxx) and actions taken in response. f. In accordance with Rule 17a-10 under the 1940 Act and any other applicable law, the Subadviser shall not consult with any other subadviser to the Portfolio or any subadviser to any other portfolio of the Fund or to any other investment company or investment company series for which the Manager serves as investment adviser concerning transactions of the Portfolio in securities or other assets, other than for purposes of complying with conditions of paragraphs (a) and (b) of Rule 12d3-1 under the 1940 Act. g. Unless the Manager gives the Subadviser written instructions to the contrary, the Subadviser shall use its good faith judgment in a manner which it reasonably believes best serves the interest of the Portfolio’s shareholders to vote or abstain from voting all proxies solicited by or with respect to the issuers of securities in which assets of the Portfolio are invested. h. Upon the request reports required of the Manager or the Portfolio’s pricing agentFund by any governmental or regulatory agency, except as expressly agreed to in writing. (e) The Adviser shall review all proxy solicitation materials and be responsible for voting and handling all proxies in relation to the securities held by the Fund. The Adviser shall instruct the Custodian, the Subadviser Administrator, and other parties providing services to the Fund to promptly forward misdirected proxy materials to the Adviser. (f) The Manager shall provide reasonable perform quarterly and good faith fair valuations for any securities annual tax compliance tests to ensure that the Fund is in compliance with Subchapter M of the Portfolio for which Code and Section 817(h) of the Portfolio’s pricing agent has determined current market quotations are not readily available or reliableCode. In connection with the provision of such securities valuationscompliance tests, the Subadviser Manager shall further prepare and provide information concerning reports to the basis upon which Adviser within ten (10) business days of a calendar quarter end relating to the Subadviser’s valuation determination was made as may be reasonably requested by diversification of the Fund under Subchapter M and Section 817(h) of the Code. The Adviser shall review such reports for purposes of determining compliance with such diversification requirements. If it is determined that the Fund is not in compliance with the requirements noted above, the Adviser, in consultation with the Manager, and all will take prompt action to bring the Fund back into compliance within the time permitted under the Code. (g) Adviser shall have no responsibility to monitor the 90%-source test or perform other such information testing or monitoring for which Adviser determines it has not been provided sufficient information. All such testing or monitoring shall be provided in a format reasonably acceptable to the responsibility of Manager. Except as set forth herein, the Subadviser shall not be responsible for determining valuations for the securities and/or other assets of the Portfolio. i. The Subadviser shall be responsible for expenses relating to the preparation, filing and mailing of any prospectus supplement or other required regulatory filings or mailings, exclusive of annual updates, required as a result of actions taken by the Subadviser.

Sub-Advisory Services. a. (a) The Subadviser Sub-Advisor shall, subject to the supervision and oversight of the Manager and in cooperation with the Manager, as administrator, or with any other administrator appointed by the Manager (the “Administrator”)Advisor, manage the investment and reinvestment of the all assets of each of the PortfolioFunds (“Fund Assets”). The Subadviser Sub-Advisor shall invest and reinvest manage the assets of the Portfolio Fund Assets in conformity with (1i) the investment objective, policies and restrictions of each of the Portfolio Funds set forth in the FundTrust’s prospectus and statement Statement of additional informationAdditional Information (“SAI”) relating to the Funds, as revised or supplemented they may be amended from time to time, relating to the Portfolio (the “Prospectus”), (2) any additional policies or guidelines guidelines, including without limitation compliance policies and procedures, established by the Manager Advisor, the Trust’s Chief Compliance Officer, or by the FundTrust’s Directors Board of Trustees (“Board”) that have been furnished in writing to the Subadviser and Sub-Advisor; (3ii) written instructions or directions delivered by the Advisor or the Trust to the Sub-Advisor, as provided more particularly below; (iii) the provisions of the Internal Revenue Code (the “Code”) 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”), and with all applicable provisions of law, including without limitation all applicable provisions of the Investment Company Act of 1940 (the “1940 Act”), the Advisers Act and all other federal and state laws applicable to registered investment companies and the Sub-Advisor’s duties under this Agreement, all as may be 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 Advisor, the Trust and any investment sub-adviser of any of the Funds from certain provisions of the 1940 Act and the rules and regulations promulgated thereunder and the interpretive opinions thereof in respect of the staff of the Securities and Exchange Commission each Fund’s status as an exchange-traded fund (“SEC”) (“SEC PositionsAdvisor’s Exemptive Relief”); providedand (v) that certain order of the SEC dated July 8, however2014 (as may be amended from time to time) granting exemptive relief to the Advisor, that the Manager agrees to inform the Subadviser Trust and any investment sub-adviser of any of the Funds from certain provisions of the 1940 Act and all applicable state insurance law restrictions the rules promulagatedtherunder in respect of permitting (a) each Fund that operate as “funds of funds” to limit or restrict acquire shares of certain registered open-end management investment companies, registered closed-end management investment companies, “business development companies” (as defined by section 2(a)(48) of the investments the Portfolio might otherwise make (“Insurance Restrictions”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 inform invest in certain financial instruments that may not be securities within the Subadviser promptly meaning of any changes section 2(a)(36) of the 1940 Act. The materials outlined above in such Insurance Restrictions. sub-clauses (i) through (iv) of this Section 2 are referred to herein below collectively as the “Policies.” Subject to the foregoing, the Subadviser Sub-Advisor is authorized, in its discretion and without prior consultation with the Manager, 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 Portfolio, 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 each of the Portfolio may be invested in such proportions of stocks, bonds, other securities or investment instruments, or cash, Funds as the Subadviser shall determineSub-Advisor deems appropriate, in the Sub-Advisor’s sole discretion and without prior consultation with the Advisor, in light of the Policies. Notwithstanding the foregoing provisions of this Section 1.a2(a), however, the Subadviser Sub-Advisor shall, upon and in accordance with written instructions from the ManagerAdvisor, effect such portfolio transactions for the Portfolio Fund Assets as the Manager Advisor shall determine are necessary or desirable in order for the Portfolio a Fund to comply with the Policies. b. (b) Absent instructions from the Advisor or the officers of the Trust to the contrary, the Sub-Advisor shall place orders pursuant to its determinations either directly with the issuer or with any broker and/or dealer or other person who deals in the securities in which a Fund is trading. With respect to common and preferred stocks, in executing portfolio transactions and selecting brokers or dealers, the Sub-Advisor shall use its best judgment to obtain the best overall terms available. In assessing the best overall terms available for any transaction, the Sub-Advisor shall consider all factors it deems relevant, including the breadth of the market in the security, the price of the security, the financial condition and execution capability of the broker or dealer, and the reasonableness of the commission, if any, both for the specific transaction and on a continuing basis. In evaluating the best overall terms available and in selecting the broker or dealer to execute a particular transaction, the Sub-Advisor may also consider the brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934) provided to a Fund and/or other account over which the Sub-Advisor and/or an affiliate of the Sub-Advisor exercises investment discretion. With respect to securities other than common and preferred stocks, in placing orders with brokers, dealers or other persons, the Sub-Advisor shall attempt to obtain the best net price and execution of its orders, provided that to the extent the execution and price available from more than one broker, dealer or other such person are believed to be comparable, the Sub-Advisor may, at its discretion but subject to applicable law, select the executing broker, dealer or such other person on the basis of the Sub-Advisor’s opinion of the reliability and quality of such broker, dealer or such other person. Broker or dealers selected by the Sub-Advisor for the purchase and sale of securities or other investment instruments for Fund Assets may include the Advisor or brokers or dealers affiliated with the Advisor or the Sub-Advisor, provided such orders comply, as applicable, with Rules 17a-7, 17e-1 and 10f-3 under the 1940 Act and the Trust’s Rule 17a-7, Rule 17e-1 and Rule 10f-3 Procedures, respectively, in all respects, or any other applicable exemptive rules or orders applicable to the Sub-Advisor. Notwithstanding the foregoing, the Sub-Advisor will not effect any transaction with a broker or dealer that is an “affiliated person” (as defined under the 0000 Xxx) of the Advisor or the Sub-Advisor without the prior approval of the Advisor. The Subadviser Advisor shall provide the Sub-Advisor with a list of brokers or dealers that are affiliated persons of the Advisor. (c) The Sub-Advisor has provided the Advisor with a true and complete copy of its compliance policies and procedures for compliance with “federal securities laws” (as such term is defined under Rule 38a-1 of the 0000 Xxx) and Rule 206(4)-7 of the Advisers Act (“Sub-Advisor Compliance Policies”). The Sub-Advisor’s chief compliance officer (“Sub-Advisor CCO”) shall provide to the Trust’s Chief Compliance Officer (“Trust CCO”) or his or her delegate promptly (and in no event more than 10 business days) the following: (i) a report of any material changes to the Sub-Advisor Compliance Policies; (ii) a report of any “material compliance matters,” as defined by Rule 38a-1 under the 1940 Act, that have occurred in connection with the Sub-Advisor Compliance Policies; (iii) a copy of the Sub-Advisor CCO’s report with respect to the annual review of the Sub-Advisor Compliance Policies pursuant to Rule 206(4)-7 under the Advisers Act; and (iv) an annual (or more frequently as the Trust CCO may request) certification regarding the Sub-Advisor’s compliance with Rule 206(4)-7 under the Advisers Act and Section 38a-1 of the 1940 Act as well as the foregoing sub-paragraphs (i) through (iii). (d) The Sub-Advisor may, on occasions when it deems the purchase or sale of a security to be in the best interests of a Fund as well as other fiduciary or agency accounts managed by the Sub-Advisor, aggregate, to the extent permitted by applicable laws and regulations, the securities to be sold or purchased in order to obtain the best overall terms available and execution with respect to common and preferred stocks and the best net price and execution with respect to other securities. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Sub-Advisor in the manner it considers to be most fair and equitable over time to each of the Funds and to its other accounts. (e) The Sub-Advisor, in connection with its rights and duties with respect to each of the Funds and the Trust shall use the care, skill, prudence and diligence under the circumstances then prevailing that a prudent person acting in a like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aims. (f) The services of the Sub-Advisor to the Advisor, the Funds and the Trust are not to be deemed to be exclusive, and the Sub-Advisor shall be free to render investment advisory or other services to others and to engage in other activities. It is understood and agreed that the directors, officers, and employees of Sub-Advisor are not prohibited from engaging in any other business activity or from rendering services to any other person, or from serving as partners, officers, directors, trustees, or employees of any other firm or corporation. (g) The Sub-Advisor shall furnish the Manager and the Administrator daily, weekly, Advisor monthly, quarterly and/or and annual reports concerning portfolio transactions and the investment performance of the Portfolio Fund Assets as the Advisor may reasonably request in such form as may be forms that are mutually agreed upon, upon by the Advisor and the Sub-Advisor. The Sub-Advisor also agrees to review the Portfolio Fund Assets with the Advisor and to discuss the management of such assets on a quarterly basis and as otherwise reasonably requested by the Portfolio with representatives Advisor. The Sub-Advisor shall promptly respond to requests by the Advisor and the Trust CCO or agents their respective delegates for copies of the Managerpertinent books and records relating directly to a Fund and as maintained by the Sub-Advisor in accordance with applicable rules, the Administrator or the Fund at their reasonable requestlaws and regulations. The Subadviser shall, as part of a complete portfolio compliance testing program (and based upon the information regarding the Portfolio in its possession), perform quarterly diversification testing under Section 817 (h) of the Code with respect to the Portfolio. The Subadviser shall provide timely notice each calendar quarter that such diversification was satisfied, or if not satisfied, that corrections were made within 30 days of the end of the calendar quarter. The Subadviser Sub-Advisor shall also provide the Manager, the Administrator or the Fund Advisor with such other information and reports, including information and reports related to compliance matters, as may reasonably be requested by the Manager, the Administrator or the Fund it from time to time, including without limitation all material as reasonably may be requested by or required to be delivered to the Directors Board. (h) The Sub-Advisor will, unless and until otherwise directed by the Advisor, exercise all rights of security holders with respect to securities held by each Fund, including, but not limited to: voting proxies in accordance with the Sub-Advisor’s then-current proxy voting policies. (i) The Sub-Advisor shall cooperate promptly and fully with the Advisor and/or the Trust in responding to any regulatory or compliance examinations or inspections (including any information requests) relating to the Trust, the Funds or the Advisor brought by any governmental or regulatory authorities. The Sub-Advisor shall provide the Trust CCO or his or her delegate with notice within a reasonable period of any deficiencies or other issues identified by the SEC in an examination or otherwise that relate to or that may affect the Sub-Advisor’s responsibilities with respect to each Fund. (j) The Sub-Advisor shall be responsible for the preparation and filing of Schedule 13G and Form 13F with the SEC on behalf of the Fund Assets. The Sub-Advisor shall not be responsible for the preparation or filing of any other reports required on behalf of or in connection with the Fund Assets, the Funds or the Trust, except as may be expressly agreed to in writing. (k) The Sub-Advisor shall maintain separate detailed records of all matters pertaining to the Fund Assets, including, without limitation, brokerage and other records of all securities transactions. Any records required to be maintained and preserved pursuant to Section 15(c) the provisions of the 1940 Act. The Subadviser shall furnish the Manager (which may also provide it to the Fund’s Board of Directors) with copies of all material comments that are directly related to the Portfolio Rule 17a-7, Rule 31a-1 and the services provided under this Agreement received from the SEC following routine or special SEC examinations or inspections. c. The Subadviser shall provide to the Manager a copy of the Subadviser’s Form ADV as filed with the SEC and as amended from time to time and a list of the persons whom the Subadviser wishes to have authorized to give written and/or oral instructions to custodians of assets of the Portfolio. The Subadviser represents that it will notify the Manager of any change in the membership of the Subadviser within a reasonable time after any such change; delivery of the Subadviser’s Disclosure Statement consisting of Part II of the Subadviser’s Form ADV shall be deemed to satisfy such notice requirement. d. In accordance with Rule 206(4)-7 under the Advisers Act, the Subadviser has adopted and implemented written policies and procedures reasonably designed to prevent violation of the Advisers Act and its Rules by the Subadviser and its supervised persons. Further, the Subadviser reviews, at least annually, its written policies and procedures and the effectiveness of their implementation. e. The Subadviser shall: i) Comply with the Manager’s written compliance policies and procedures pursuant to Rule 38a-1; ii) Provide copies of their annual compliance review report (or a summary of the process and findings) and copies of any third-party compliance audits; iii) Notify the Manager promptly of any contact from the SEC or other regulators or Self Regulatory Organization (“SRO”) with respect to the Portfolio and the services provided pursuant to this Agreement (such as an examination, inquiry, investigation, institution of a proceeding, etc.); and iv) Notify the Manager promptly of any material compliance matters (as defined in Rule 38a-1 under the 0000 Xxx) and actions taken in response. f. In accordance with Rule 17a-10 31a-2 promulgated under the 1940 Act that are prepared or maintained by the Sub-Advisor on behalf of the Trust are the property of the Trust and any other applicable law, the Subadviser shall not consult with any other subadviser will be surrendered promptly to the Portfolio or any subadviser Trust upon request. The Sub-Advisor further agrees to any other portfolio of preserve for the Fund or periods prescribed in Rule 31a-2 under the 1940 Act the records required to any other investment company or investment company series for which the Manager serves as investment adviser concerning transactions of the Portfolio in securities or other assets, other than for purposes of complying with conditions of paragraphs (a) and (b) of be maintained under Rule 12d3-1 31a-1 under the 1940 Act. g. Unless (l) The Sub-Advisor shall promptly notify the Manager gives the Subadviser written instructions to the contrary, the Subadviser shall use its good faith judgment in a manner which it reasonably believes best serves the interest of the Portfolio’s shareholders to vote or abstain from voting all proxies solicited by or with respect to the issuers of securities in which assets of the Portfolio are invested. h. Upon the request of the Manager or the Portfolio’s pricing agent, the Subadviser shall provide reasonable and good faith fair valuations for any securities in the Portfolio for which the Portfolio’s pricing agent has determined current market quotations are not readily available or reliable. In connection with the provision of such securities valuations, the Subadviser shall further provide information concerning the basis upon which the Subadviser’s valuation determination was made as may be reasonably requested by the Manager, and all such information shall be provided in a format reasonably acceptable to the Manager. Except as set forth herein, the Subadviser shall not be responsible for determining valuations for the securities and/or other assets of the Portfolio. i. The Subadviser shall be responsible for expenses relating to the preparation, filing and mailing Advisor of any prospectus supplement or other required regulatory filings or mailings, exclusive of annual updates, required as a result of actions taken by financial condition that is likely to impair the SubadviserSub-Advisor’s ability to fulfill its commitments under this Agreement.

Sub-Advisory Services. a. (a) The Subadviser Adviser hereby appoints the Sub-Adviser to act as an investment adviser to the Fund for the periods and on the terms herein set forth. The Sub-Adviser accepts such appointment and agrees to render the services herein set forth, for the compensation herein provided. (b) The Sub-Adviser shall, subject to the supervision and oversight of the Manager and in cooperation with the Manager, as administrator, or with any other administrator appointed by the Manager (the “Administrator”)Adviser, manage the investment and reinvestment of such portion of the assets of the PortfolioFund, as the Adviser may from time to time allocate to the Sub-Adviser for management (the “Sub-Advised Assets”). The Subadviser Sub-Adviser shall invest and reinvest manage the assets of the Portfolio Sub-Advised Assets in conformity with with: (1i) the investment objective, policies and restrictions of the Portfolio Fund set forth in the FundTrust’s prospectus and statement of additional informationinformation relating to the Fund, as revised or supplemented they may be amended from time to time, relating to the Portfolio (the “Prospectus”), (2) ; any additional policies or guidelines guidelines, including without limitation, the compliance policies and procedures established by the Manager Adviser, the Trust’s Chief Compliance Officer, or by the FundTrust’s Directors Board of Trustees (“Board”) that have been furnished in writing to the Subadviser and Sub-Adviser; (3ii) the provisions asset diversification tests applicable to regulated investment companies pursuant to section 851(b)(3) of the Internal Revenue Code Code; (iii) the “Code”) applicable to “regulated investment companies” (as defined in Section 851 of written instructions and directions received from 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 Adviser and the regulations thereunder, all Trust as from time to time in effect delivered; and (collectively, iv) the “Policies”), and with all applicable provisions of law, including without limitation all applicable provisions requirements of the Investment Company Act of 1940 (the “1940 Act”) ), the rules and regulations thereunder and the interpretive opinions thereof Investment Advisers Act of the staff of the Securities and Exchange Commission 1940 (“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 RestrictionsAdvisers Act”), and all other federal and state laws applicable to inform registered investment companies and the Subadviser promptly Sub-Adviser’s duties under this Agreement, all as may be in effect from time to time. The foregoing are referred to below together as the “Policies.” For purposes of compliance with the Policies, the Sub-Adviser shall be entitled to treat the Sub-Advised Assets as though the Sub-Advised Assets constituted the entire Fund. The Sub-Adviser shall only be responsible for the Sub-Advised Assets’ compliance with the Policies, and the Sub-Adviser shall not in any way be deemed responsible for the management or compliance of any changes in such Insurance Restrictionsother assets of the Fund. Subject to the foregoing, the Subadviser Sub-Adviser is authorized, in its discretion and without prior consultation with the ManagerAdviser, to buy, sell, lend and otherwise trade in any stocks, bonds and other securities and investment instruments on behalf of the PortfolioFund, 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 the Portfolio Sub-Advised Assets may be invested in such proportions of stocks, bonds, other securities or investment instruments, or cash, as the Subadviser Sub-Adviser shall determine. Notwithstanding the foregoing provisions of this Section 1.a1(b), however, : (i) the Subadviser Sub-Adviser shall, upon and in accordance with written instructions from the ManagerAdviser, effect such portfolio transactions for the Portfolio Sub-Advised Assets as the Manager Adviser shall determine are necessary in order for the Portfolio Fund to comply with the Policies; and (ii) upon notice to the Sub-Adviser, the Adviser may effect in-kind redemptions with shareholders of the Fund with securities included within the Sub-Advised Assets. b. The Subadviser (c) Absent instructions from the Adviser or the officers of the Trust to the contrary, the Sub-Adviser shall furnish place orders pursuant to its determinations either directly with the Manager issuer or with any broker and/or dealer or other person who deals in the securities in which the Fund is trading. With respect to common and the Administrator dailypreferred stocks, weekly, monthly, quarterly and/or annual reports concerning in executing portfolio transactions and selecting brokers or dealers, the investment performance Sub-Adviser shall use its best judgment to obtain best execution. In assessing the best execution available for any transaction, the Sub-Adviser shall consider all factors it deems relevant, including the breadth of the Portfolio market in such form as may be mutually agreed uponthe security, the price of the security, the financial condition and execution capability of the broker or dealer, and agrees to review the Portfolio and discuss the management reasonableness of the Portfolio with representatives commission, if any, both for the specific transaction and on a continuing basis. In evaluating the best execution available, and in selecting the broker or agents of the Managerdealer to execute a particular transaction, the Administrator or Sub-Adviser may also consider the Fund at their reasonable request. The Subadviser shall, brokerage and research services (as part of a complete portfolio compliance testing program (and based upon the information regarding the Portfolio those terms are defined in its possession), perform quarterly diversification testing under Section 817 (h28(e) of the Code with Securities Exchange Act of 1934) provided to the Fund and/or other account over which the Sub-Adviser, and/or an affiliate of the Sub-Adviser, exercises investment discretion. With respect to securities other than common and preferred stocks, in placing orders with brokers, dealers or other persons, the Portfolio. The Subadviser Sub-Adviser shall provide timely notice each calendar quarter attempt to obtain the best execution of its orders, provided that to the extent the execution available from more than one broker, dealer or other such diversification was satisfiedperson are believed to be comparable, the Sub-Adviser may, at its discretion but subject to applicable law, select the executing broker, dealer or if not satisfied, that corrections were made within 30 days such other person on the basis of the end Sub-Adviser’s opinion of the calendar quarterreliability and quality of such broker, dealer or such other person; broker or dealers selected by the Sub-Adviser for the purchase and sale of securities or other investment instruments for the Sub-Advised Assets may include brokers or dealers affiliated with the Sub-Adviser, provided such orders comply with Rules 17e-1 and 10f-3 under the 1940 Act and the Trust’s Rule 17e-1 and Rule 10f-3 Procedures, respectively, in all respects or any other applicable exemptive rules or orders applicable to the Sub-Adviser. The Subadviser shall also provide Notwithstanding the Managerforegoing, the Administrator Sub-Adviser will not effect any transaction with a broker or the Fund with such other information and reports as may reasonably be requested by the Manager, the Administrator or the Fund from time to time, including without limitation all material as reasonably may be requested by the Directors of the Fund pursuant to Section 15(c) of the 1940 Act. The Subadviser shall furnish the Manager (which may also provide it to the Fund’s Board of Directors) with copies of all material comments dealer that are directly related to the Portfolio and the services provided under this Agreement received from the SEC following routine or special SEC examinations or inspections. c. The Subadviser shall provide to the Manager a copy of the Subadviser’s Form ADV as filed with the SEC and as amended from time to time and a list of the persons whom the Subadviser wishes to have authorized to give written and/or oral instructions to custodians of assets of the Portfolio. The Subadviser represents that it will notify the Manager of any change in the membership of the Subadviser within a reasonable time after any such change; delivery of the Subadviser’s Disclosure Statement consisting of Part II of the Subadviser’s Form ADV shall be deemed to satisfy such notice requirement. d. In accordance with Rule 206(4)-7 under the Advisers Act, the Subadviser has adopted and implemented written policies and procedures reasonably designed to prevent violation of the Advisers Act and its Rules by the Subadviser and its supervised persons. Further, the Subadviser reviews, at least annually, its written policies and procedures and the effectiveness of their implementation. e. The Subadviser shall: i) Comply with the Manager’s written compliance policies and procedures pursuant to Rule 38a-1; ii) Provide copies of their annual compliance review report (or a summary of the process and findings) and copies of any third-party compliance audits; iii) Notify the Manager promptly of any contact from the SEC or other regulators or Self Regulatory Organization (is an “SRO”) with respect to the Portfolio and the services provided pursuant to this Agreement (such as an examination, inquiry, investigation, institution of a proceeding, etc.); and iv) Notify the Manager promptly of any material compliance matters affiliated person” (as defined in Rule 38a-1 under the 0000 Xxx) and actions taken in responseof the Sub-Adviser or the Adviser without the prior approval of the Adviser. The Adviser shall provide the Sub-Adviser with a list of brokers or dealers that are affiliated persons of the Adviser. f. In accordance with Rule 17a-10 (d) The Sub-Adviser acknowledges that the Adviser and the Trust may rely on Rules 17a-7, 17a-10, 10f-3 and 17e-1 under the 1940 Act Act, and any other applicable law, the Subadviser Sub-Adviser hereby agrees that it shall not consult with any other subadviser investment adviser to the Portfolio Trust with respect to transactions in securities for the Sub-Advised Assets or any subadviser to any other portfolio of transactions in the Fund or to any other investment company or investment company series for which the Manager serves as investment adviser concerning transactions of the Portfolio in securities or other Trust’s assets, other than for the purposes of complying with the conditions of paragraphs (a) and (b) of Rule 12d3-1 under the 1940 Act. g. Unless (e) The Sub-Adviser has provided the Manager gives Adviser with a true and complete copy of its compliance policies and procedures for compliance with “federal securities laws” (as such term is defined under Rule 38a-1 of the Subadviser written instructions 0000 Xxx) and Rule 206(4)-7 of the Advisers Act (the “Sub-Adviser Compliance Policies”). The Sub-Adviser’s chief compliance officer (“Sub-Adviser CCO”) shall provide to the contraryTrust’s Chief Compliance Officer (“Trust CCO”) or his or her delegate promptly (and in no event more than 10 business days) the following: (i) a report of any material changes to the Sub-Adviser Compliance Policies; (ii) a report of any “material compliance matters,” as defined by Rule 38a-1 under the 1940 Act, that have occurred in connection with the Subadviser shall use its good faith judgment in Sub-Adviser Compliance Policies; (iii) a manner which it reasonably believes best serves the interest copy of the PortfolioSub-Adviser CCO’s shareholders to vote or abstain from voting all proxies solicited by or report with respect to the issuers annual review of the Sub-Adviser Compliance Policies pursuant to Rule 206(4)-7 under the Advisers Act; and (iv) an annual (or more frequently as the Trust CCO may request) certification regarding the Sub-Adviser’s compliance with Rule 206(4)-7 under the Advisers Act and Section 38a-1 of the 1940 Act as well as the foregoing sub-paragraphs (i) – (iii). (f) The Sub-Adviser may, on occasions when it deems the purchase or sale of a security to be in the best interests of the Fund as well as other fiduciary or agency accounts managed by the Sub-Adviser, aggregate, to the extent permitted by applicable laws and regulations, the securities to be sold or purchased in order to obtain the best overall terms available and execution with respect to common and preferred stocks and the best net price and execution with respect to other securities. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Sub-Adviser in the manner it considers to be most fair and equitable over time to the Fund and to its other accounts. (g) The Sub-Adviser, in connection with its rights and duties with respect to the Fund and the Trust shall use the care, skill, prudence and diligence under the circumstances then prevailing that a prudent person acting in a like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aims. (h) The services of the Sub-Adviser hereunder are not deemed exclusive and the Sub-Adviser shall be free to render same or similar services to others (including other investment companies) so long as its services under this Agreement are not impaired thereby. The Sub-Adviser will waive enforcement of any non-compete agreement or other agreement or arrangement to which it is currently a party that restricts, limits, or otherwise interferes with the ability of the Adviser to employ or engage any person or entity to provide investment advisory or other services and will transmit to any person or entity notice of such waiver as may be required to give effect to this provision; and the Sub-Adviser will not become a party to any non-compete agreement or any other agreement, arrangement, or understanding that would restrict, limit, or otherwise interfere with the ability of the Adviser and the Trust or any of their affiliates to employ or engage any person or organization, now or in the future, to manage the Fund or any other assets managed by the Adviser. (i) The Sub-Adviser shall furnish the Adviser and the administrators of the Trust (together, the “Administrators”) monthly, quarterly and annual reports concerning portfolio transactions and performance of the Sub-Advised Assets as the Adviser may reasonably determine in such form as may be mutually agreed upon, and agrees to review the Sub-Advised Assets with the Adviser and discuss the management of them. The Sub-Adviser shall timely respond to requests by the Adviser, the Administrators to the Trust, and the Trust CCO or their delegates for copies of the pertinent books and records maintained by the Sub-Advisers relating directly to the Fund. The Sub-Adviser shall also provide the Adviser with such other information and reports, including information and reports related to compliance matters, as may reasonably be requested by them from time to time, including without limitation all material requested by or required to be delivered to the Board. (j) Unless otherwise instructed by the Adviser, the Sub-Adviser shall not have the power, discretion or responsibility to vote any proxies in connection with securities in which assets of the Portfolio are Sub-Advised Assets may be invested, and the Adviser shall retain such responsibility. h. Upon (k) The Sub-Adviser shall cooperate timely and fully with the request of Adviser and/or the Manager Trust in responding to any regulatory or compliance examinations or inspections (including any information requests) relating to the Trust, the Fund or the Portfolio’s pricing agent, the Subadviser Adviser brought by any governmental or regulatory authorities. The Sub-Adviser shall provide to the Trust CCO or his or her delegate notice of any deficiencies that are identified by the United States Securities and Exchange Commission (“SEC”) in written correspondence to the Sub-Adviser and that relate to the services provided by the Sub-Adviser to the Fund pursuant to this Agreement. The Sub-Adviser shall provide such notification within a reasonable and good faith fair valuations for any securities in period after receiving the Portfolio for which the Portfolio’s pricing agent has determined current market quotations are not readily available or reliablecorrespondence. In connection The Sub-Adviser shall provide additional information with the provision of respect to such securities valuations, the Subadviser shall further provide information concerning the basis upon which the Subadviser’s valuation determination was made deficiencies as may be is reasonably requested by the Manager, and all such information Trust CCO or his or her delegate. (l) The Sub-Adviser shall be provided in a format reasonably acceptable to responsible for the Managerpreparation and filing of Schedule 13G and Form 13F on behalf of the Sub-Advised Assets. Except as set forth herein, the Subadviser The Sub-Adviser shall not be responsible for determining valuations the preparation or filing of any other reports required on behalf of the Sub-Advised Assets, except as may be expressly agreed to in writing by the parties. (m) The Sub-Adviser shall maintain separate detailed records of all matters pertaining to the Sub-Advised Assets, including, without limitation, brokerage and other records of all securities transactions. Any records required to be maintained and preserved pursuant to the provisions of Rule 31a-1 and Rule 31a-2 promulgated under the 1940 Act that are prepared or maintained by the Sub-Adviser on behalf of the Trust are the property of the Trust and will be surrendered timely to the Trust upon request. The Sub-Adviser further agrees to preserve for the securities and/or other assets of periods prescribed in Rule 31a-2 under the Portfolio1940 Act the records required to be maintained under Rule 31a-1 under the 1940 Act. i. (n) The Subadviser Sub-Adviser shall be responsible for expenses relating to promptly notify the preparation, filing and mailing Adviser of any prospectus supplement or other required regulatory filings or mailings, exclusive of annual updates, required as a result of actions taken by financial condition that is likely to impair the SubadviserSub-Adviser’s ability to fulfill its commitments under this Agreement.