Common use of Subadviser Undertakings Clause in Contracts

Subadviser Undertakings. In all matters relating to the performance of this Agreement, the Subadviser shall act in conformity with the Company's Articles of Incorporation, By-Laws, and current Prospectus and with the written instructions and directions of the Board and the Adviser. The Subadviser hereby agrees to: (i) regularly (but no less frequently than quarterly) report to the Board and the Adviser (in such form as the Adviser and Subadviser mutually agree) with respect to the implementation of the investment program and, in addition, provide such statistical information and special reports concerning the Portfolios and/or important developments materially affecting the investments held, or contemplated to be purchased, by the Portfolios, as may reasonably be requested by the Board or the Adviser and agreed to by the Subadviser, including attendance at Board meetings, as reasonably requested, to present such information and reports to the Board; (ii) consult with the Company's pricing agent regarding the valuation of securities that are not registered for public sale, not traded on any securities markets, or otherwise may be deemed illiquid for purposes of the 1940 Act and for which market quotations are not readily available; (iii) provide any and all information, records and supporting documentation about accounts the Subadviser manages that have investment objectives, policies, and strategies substantially similar to those employed by the Subadviser in managing the Portfolios which may be reasonably necessary, under applicable laws, to allow the Company or its agent to present historical performance information concerning the Subadviser's similarly managed accounts, for inclusion in the Company's Prospectus and any other reports and materials prepared by the Company or its agent, in accordance with regulatory requirements; (iv) establish appropriate personal contacts with the Adviser and the Company's Administrator in order to provide the Adviser and Administrator with information as reasonably requested by the Adviser or Administrator; and (v) execute account documentation, agreements, contracts and other documents as the Adviser shall be requested by brokers, dealers, counterparties and other persons to execute in connection with its management of the assets of the Portfolios, provided that the Subadviser receives the express agreement and consent of the Adviser and/or the Board to execute such documentation, agreements, contracts and other documents. In such respect, and only for this limited purpose, the Subadviser shall act as the Adviser and/or the Portfolios' agent and attorney-in-fact.

Subadviser Undertakings. In all matters relating to the performance of this Agreement, the Subadviser shall act in conformity with the Company's ’s Articles of Incorporation, By-Laws, and current Prospectus and with the written instructions and directions of the Board and the Adviser. The Subadviser hereby agrees to: (i) regularly (but no less frequently than quarterly) report to the Board and the Adviser (in such form as the Adviser and Subadviser mutually agree) with respect to the implementation of the investment program and, in addition, provide such statistical information and special reports concerning the Portfolios Portfolio and/or important developments materially affecting the investments held, or contemplated to be purchased, by the PortfoliosPortfolio, as may reasonably be requested by the Board or the Adviser and agreed to by the Subadviser, including attendance at Board meetings, as reasonably requested, to present such information and reports to the Board; (ii) consult with the Company's ’s pricing agent regarding the valuation of securities that are not registered for public sale, not traded on any securities markets, or otherwise may be deemed illiquid for purposes of the 1940 Act and for which market quotations are not readily available, provided, however, that the parties understand that the Subadviser is not the pricing agent for the Company or the Portfolio, and that any information provided by Subadviser to the pricing agent is for informational purposes only; (iii) provide provide, subject to any obligations or undertakings to maintain the confidentiality of certain clients names, any and all information, records and supporting documentation about accounts the Subadviser manages that have investment objectives, policies, and strategies substantially similar to those employed by the Subadviser in managing the Portfolios Portfolio which may be reasonably necessary, under applicable laws, to allow the Company or its agent to present historical performance information concerning the Subadviser's ’s similarly managed accounts, for inclusion in the Company's ’s Prospectus and any other reports and materials prepared by the Company or its agent, in accordance with regulatory requirements; (iv) establish appropriate personal personnel contacts with the Adviser and the Company's ’s Administrator in order to provide the Adviser and Administrator with information as reasonably requested by the Adviser or Administrator; and (v) execute account documentation, agreements, contracts and other documents as the Adviser shall be requested by brokers, dealers, counterparties and other persons to execute in connection with its management of the assets of the PortfoliosPortfolio as required under applicable laws rules and regulatory authorities, provided that the Subadviser receives the express agreement and consent of the Adviser and/or the Board to execute such documentation, agreements, contracts and other documents. In such respect, and only for this limited purpose, the Subadviser shall act as the Adviser and/or the Portfolios' Portfolio’s agent and attorney-in-fact.

Subadviser Undertakings. In all matters relating to the performance of this Agreement, the Subadviser shall act in conformity with the Company's ’s Articles of Incorporation, By-Laws, and current Prospectus and with the reasonable written instructions and directions of the Board and the Adviser. The Subadviser hereby agrees to: (i) regularly (but no less frequently than quarterly) report to the Board and the Adviser (in such form as the Adviser and Subadviser mutually agree) with respect to the implementation of the investment program and, in addition, provide such statistical information and special reports concerning the Portfolios Portfolio and/or important developments materially affecting the investments held, or contemplated to be purchased, by the PortfoliosPortfolio, as may reasonably be requested by the Board or the Adviser and agreed to by the Subadviser, including attendance at Board meetings, as reasonably requested, to present such information and reports to the Board; (ii) consult with the Company's ’s pricing agent regarding the valuation of securities that are not registered for public sale, not traded on any securities markets, or otherwise may be deemed illiquid for purposes of the 1940 Act and for which market quotations are not readily available; (iii) provide any and all information, records and supporting documentation about accounts the Subadviser manages that have investment objectives, policies, and strategies substantially similar to those employed by the Subadviser in managing the Portfolios Portfolio which may be reasonably necessary, under applicable laws, to allow the Company or its agent to present historical performance information concerning the Subadviser's ’s similarly managed accounts, for inclusion in the Company's ’s Prospectus and any other reports and materials prepared by the Company or its agent, in accordance with regulatory requirementsrequirements and as agreed by the Adviser and the Subadviser; (iv) establish appropriate personal personnel contacts with the Adviser and the Company's ’s Administrator in order to provide the Adviser and Administrator with information as reasonably requested by the Adviser or Administrator; and (v) execute account documentation, agreements, contracts and other documents as the Adviser shall be requested by brokers, dealers, counterparties and other persons to execute in connection with its management of the assets of the PortfoliosPortfolio, provided that the Subadviser receives the express agreement and consent of the Adviser and/or the Board to execute such documentation, agreements, contracts and other documents. The Adviser’s express agreement and consent shall be deemed granted to the extent the Subadviser is acting in accordance with the Company’s registration statement as may be amended from time to time. In such respect, and only for this limited purpose, the Subadviser shall act as the Adviser and/or the Portfolios' Portfolio’s agent and attorney-in-fact.

Subadviser Undertakings. In all matters relating to the performance of this Agreement, the Subadviser shall act in conformity with the Company's Articles of Incorporation, By-Laws, and current Prospectus and with the written instructions and directions of the Board and the Adviser. The Subadviser hereby agrees to: (i) regularly (but no less frequently than quarterly) report to the Board and the Adviser (in such form as the Adviser and Subadviser mutually agree) with respect to the implementation of the investment program and, in addition, provide such statistical information and special reports concerning the Portfolios Portfolio and/or important developments materially affecting the investments held, or contemplated to be purchased, by the PortfoliosPortfolio, as may reasonably be requested by the Board or the Adviser and agreed to by the Subadviser, including attendance at Board meetings, as reasonably requested, to present such information and reports to the Board; (ii) consult with the Company's pricing agent regarding the valuation of securities that are not registered for public sale, not traded on any securities markets, or otherwise may be deemed illiquid for purposes of the 1940 Act and for which market quotations are not readily available; (iii) provide any and all information, records and supporting documentation about accounts the Subadviser manages that have investment objectives, policies, and strategies substantially similar to those employed by the Subadviser in managing the Portfolios Portfolio which may be reasonably necessary, under applicable laws, to allow the Company or its agent to present historical performance information concerning the Subadviser's similarly managed accounts, for inclusion in the Company's Prospectus and any other reports and materials prepared by the Company or its agent, in accordance with regulatory requirements; (iv) establish appropriate personal personnel contacts with the Adviser and the Company's Administrator in order to provide the Adviser and Administrator with information as reasonably requested by the Adviser or Administrator; and (v) execute account documentation, agreements, contracts and other documents as the Adviser shall be requested by brokers, dealers, counterparties and other persons to execute in connection with its management of the assets of the PortfoliosPortfolio, provided that the Subadviser receives the express agreement and consent of the Adviser and/or the Board to execute such documentation, agreements, contracts and other documents. In such respect, and only for this limited purpose, the Subadviser shall act as the Adviser and/or the Portfolios' Portfolio's agent and attorney-in-fact.

Subadviser Undertakings. In all matters relating to the performance of this Agreement, the Subadviser shall act in conformity with the CompanyTrust's Articles of Incorporation, By-Laws, and current Prospectus and with the written instructions and directions of the Board and the Adviser. The Subadviser hereby agrees to: (i) regularly (but no less frequently than quarterly) report to the Board and the Adviser (in such form and frequency as the Adviser and Subadviser mutually agree) with respect to the implementation of the investment program andprogram, in additioncompliance of the Subadviser Assets with the Prospectus, provide such statistical information the 1940 Act and special reports concerning the Portfolios and/or important developments materially affecting the investments heldCode, or contemplated to be purchased, by the Portfolios, and on other topics as may reasonably be requested by the Board or the Adviser and agreed to by the SubadviserAdviser, including attendance at Board meetings, as reasonably requested, to present such information and reports to the Board; (ii) consult with the CompanyTrust's pricing agent regarding the valuation of securities that are not registered for public sale, not traded on any securities markets, or otherwise may be deemed illiquid for purposes of the 1940 Act and for which market quotations are not readily available; (iii) provide Provide, subject to any obligations or undertakings reasonably necessary to maintain the confidentiality of the Subadviser's non-public information, any and all information, records and supporting documentation about the composite of accounts and the funds the Subadviser manages that have investment objectives, policies, and strategies substantially similar to those employed by the Subadviser in managing the Portfolios Subadviser Assets which may be reasonably necessary, under applicable laws, to allow the Company Trust or its agent to present historical performance information concerning the Subadviser's similarly managed accountsaccounts and funds, for inclusion in the CompanyTrust's Prospectus and any other reports and materials prepared by the Company Trust or its agent, in accordance with regulatory requirements; (iv) establish appropriate personal contacts with the Adviser and the Company's Administrator in order to provide the Adviser and Administrator with information requirements or as reasonably requested by the Adviser applicable federal or Administrator; and (v) execute account documentation, agreements, contracts and other documents as the Adviser shall be requested by brokers, dealers, counterparties and other persons to execute in connection with its management of the assets of the Portfolios, provided that the Subadviser receives the express agreement and consent of the Adviser and/or the Board to execute such documentation, agreements, contracts and other documents. In such respect, and only for this limited purpose, the Subadviser shall act as the Adviser and/or the Portfolios' agent and attorney-in-factstate regulatory authorities.

Subadviser Undertakings. In all matters relating to the performance of this Agreement, the Subadviser shall act in conformity with the Company's ’s Articles of Incorporation, By-Laws, and current Prospectus and with the written instructions and directions of the Board and the AdviserAdviser to which the Subadviser has agreed. The Subadviser hereby agrees to: (i) regularly (but no less frequently than quarterly) report to the Board and the Adviser (in such form as the Adviser and Subadviser mutually agree) with respect to the implementation of the investment program and, in addition, provide such statistical information and special reports concerning the Portfolios Portfolio and/or important developments materially affecting the investments held, or contemplated to be purchased, by the PortfoliosPortfolio, as may reasonably be requested by the Board or the Adviser and agreed to by the Subadviser, including attendance at Board meetings, as reasonably requested, to present such information and reports to the Board; (ii) consult with the Company's ’s pricing agent regarding the valuation of securities that are not registered for public sale, not traded on any securities markets, or otherwise may be deemed illiquid for purposes of the 1940 Act and for which market quotations are not readily available; (iii) provide Provide, subject to any obligations or undertakings reasonably necessary to maintain the confidentiality of the Subadviser’s non-public information, any and all information, records and supporting documentation about the composite of accounts and the funds the Subadviser manages that have investment objectives, policies, and strategies substantially similar to those employed by the Subadviser in managing the Portfolios Portfolio which may be reasonably necessary, under applicable laws, to allow the Company or its agent to present historical performance information concerning the Subadviser's ’s similarly managed accountsaccounts and funds, for inclusion in the Company's ’s Prospectus and any other reports and materials prepared by the Company or its agent, in accordance with regulatory requirements;requirements or as requested by applicable federal or state regulatory authorities. (iv) establish appropriate personal personnel contacts with the Adviser and the Company's ’s Administrator in order to provide the Adviser and Administrator with information as reasonably requested by the Adviser or Administrator; and (v) execute account documentation, agreements, contracts and other documents as the Adviser shall be requested by brokers, dealers, counterparties and other persons to execute in connection with its the Adviser’s management of the assets of the PortfoliosPortfolio, provided that the Subadviser receives the express agreement and consent of the Adviser and/or the Board to execute such documentation, agreements, contracts and other documents. In such respect, and only for this limited purpose, the Subadviser shall act as the Adviser and/or the Portfolios' Portfolio’s agent and attorney-in-fact.

Subadviser Undertakings. In all matters relating to the performance of this Agreement, the Subadviser shall act in conformity with the Company's Articles of Incorporation, By-Laws, and current Prospectus and with the written instructions and directions of the Board and the Adviser. The Subadviser hereby agrees to: (i) regularly (but no less frequently than quarterly) report to the Board and the Adviser (in such form as the Adviser and Subadviser mutually agree) with respect to the implementation of the investment program and, in addition, provide such statistical information and special reports concerning the Portfolios Portfolio and/or important developments materially affecting the investments held, or contemplated to be purchased, by the PortfoliosPortfolio, as may reasonably be requested by the Board or the Adviser and agreed to by the Subadviser, including attendance at Board meetings, as reasonably requested, to present such information and reports to the Board; (ii) consult with the Company's pricing agent regarding the valuation of securities that are not registered for public sale, not traded on any securities markets, or otherwise may be deemed illiquid for purposes of the 1940 Act and for which market quotations are not readily available; (iii) provide any and all information, records and supporting documentation about accounts the Subadviser manages that have investment objectives, policies, and strategies substantially similar to those employed by the Subadviser in managing the Portfolios Portfolio which may be reasonably necessary, under applicable laws, to allow the Company or its agent to present historical performance information concerning the Subadviser's similarly managed accounts, for inclusion in the Company's Prospectus and any other reports and materials prepared by the Company or its agent, in accordance with regulatory requirements; (iv) establish appropriate personal contacts with the Adviser and the Company's Administrator in order to provide the Adviser and Administrator with information as reasonably requested by the Adviser or Administrator; and (v) execute account documentation, agreements, contracts and other documents as the Adviser shall be requested by brokers, dealers, counterparties and other persons to execute in connection with its management of the assets of the PortfoliosPortfolio, provided that the Subadviser receives the express agreement and consent of the Adviser and/or the Board to execute such documentation, agreements, contracts and other documents. In such respect, and only for this limited purpose, the Subadviser shall act as the Adviser and/or the Portfolios' Portfolio's agent and attorney-in-fact.

Subadviser Undertakings. In all matters relating to the performance of this Agreement, the Subadviser shall act in conformity with the Company's ’s Articles of Incorporation, By-Laws, and current Prospectus and with the written instructions and directions of the Board and the AdviserAdviser as provided to the Subadviser. The Subadviser hereby agrees to: (i) regularly (but no less frequently than quarterly) report to the Board and the Adviser (in such form as the Adviser and Subadviser mutually agree) with respect to the implementation of the investment program and, in addition, provide such statistical information and special reports concerning the Portfolios Portfolio and/or important developments materially affecting the investments held, or contemplated to be purchased, by the PortfoliosPortfolio, as may reasonably be requested by the Board or the Adviser and agreed to by the Subadviser, including attendance at Board meetings, as reasonably requested, to present such information and reports to the Board; (ii) consult with the Company's ’s pricing agent regarding the valuation of securities that are not registered for public sale, not traded on any securities markets, or otherwise may be deemed illiquid for purposes of the 1940 Act and for which market quotations are not readily available; (iii) provide any and all information, records and supporting documentation about accounts the Subadviser manages that have investment objectives, policies, and strategies substantially similar to those employed by the Subadviser in managing the Portfolios Portfolio which may be reasonably necessary, under applicable laws, to allow the Company or its agent to present historical performance information concerning the Subadviser's ’s similarly managed accounts, for inclusion in the Company's ’s Prospectus and any other reports and materials prepared by the Company or its agent, in accordance with regulatory requirements; (iv) establish appropriate personal personnel contacts with the Adviser and the Company's Administrator in order to provide the Adviser and Administrator with information as reasonably requested by the Adviser or Administrator; and (v) execute account documentation, agreements, contracts and other documents as the Adviser shall be requested by brokers, dealers, counterparties and other persons to execute in connection with its management of the assets of the PortfoliosPortfolio, provided that the Subadviser receives the express agreement and consent of the Adviser and/or the Board to execute such documentation, agreements, contracts and other documents. In such respect, and only for this limited purpose, the Subadviser shall act as the Adviser and/or the Portfolios' Portfolio’s agent and attorney-in-fact.

Subadviser Undertakings. In all matters relating to the performance of this Agreement, the Subadviser shall act in conformity with the Company's Articles of Incorporation, By-Laws, and current Prospectus and with the written instructions and directions of the Board and the Adviser. The Subadviser hereby agrees to: (i) regularly (but no less frequently than quarterly) report to the Board and the Adviser (in such form as the Adviser and Subadviser mutually agree) with respect to the implementation of the investment program and, in addition, provide such statistical information and special reports concerning the Portfolios Portfolio and/or important developments materially affecting the investments held, or contemplated to be purchased, by the PortfoliosPortfolio, as may reasonably be requested by the Board or the Adviser and agreed to by the Subadviser, including attendance at Board meetings, as reasonably requested, to present such information and reports to the Board; (ii) consult with the Company's pricing agent regarding the valuation of securities that are not registered for public sale, not traded on any securities markets, or otherwise may be deemed illiquid for purposes of the 1940 Act and for which market quotations are not readily available; (iii) provide any and all information, records and supporting documentation about accounts the Subadviser manages that have investment objectives, policies, and strategies substantially similar to those employed by the Subadviser in managing the Portfolios Portfolio which may be reasonably necessary, under applicable laws, to allow the Company or its agent to present historical performance information concerning the Subadviser's similarly managed accounts, for inclusion in the Company's Prospectus and any other reports and materials prepared by the Company or its agent, in accordance with regulatory requirements; (iv) establish appropriate personal contacts with the Adviser and the Company's Administrator in order to provide the Adviser and Administrator with information as reasonably requested by the Adviser or Administrator; and (v) execute account documentation, agreements, contracts and other documents as the Adviser shall be requested by brokers, dealers, counterparties and other persons to execute in connection with its management of the assets of the PortfoliosPortfolio, provided that the Subadviser receives the express agreement and consent of the Adviser and/or the Board to execute such documentation, agreements, contracts and other documents. In such respect, and only for this limited purpose, the Subadviser shall act as the Adviser and/or the Portfolios' Portfolio's agent and attorney-in-fact.

Subadviser Undertakings. In all matters relating to the performance of this Agreement, the Subadviser shall act in conformity with the CompanyTrust's Articles Declaration of IncorporationTrust, By-Laws, and current Prospectus and with the written instructions and directions of the Board and the Adviser. The Subadviser hereby agrees to: (i) regularly (but no less frequently than quarterly) report to the Board and the Adviser (in such form and frequency as the Adviser and Subadviser mutually agree) with respect to the implementation of the investment program andprogram, in additioncompliance of the Assets with the Prospectus, provide such statistical information the 1940 Act and special reports concerning the Portfolios and/or important developments materially affecting the investments heldCode, or contemplated to be purchased, by the Portfolios, and on other topics as may reasonably be requested by the Board or the Adviser and agreed to by the SubadviserAdviser, including attendance at Board meetings, as reasonably requested, to present such information and reports to the Board; (ii) comply with valuation procedures adopted by Board, including any amendments thereto, and consult with the CompanyTrust's pricing agent regarding the valuation of securities that are not registered for public sale, not traded on any securities markets, or otherwise may be deemed illiquid for purposes of the 1940 Act and for which market quotations are not readily availablerequire fair valuation; (iii) provide provide, subject to any obligations or undertakings reasonably necessary to maintain the confidentiality of the Subadviser's non-public information, any and all information, records and supporting documentation about the composite of accounts and the funds the Subadviser manages that have investment objectives, policies, and strategies substantially similar to those employed by the Subadviser in managing the Portfolios Assets which may be reasonably necessary, under applicable laws, to allow the Company Trust or its agent to present historical performance information concerning the Subadviser's similarly managed accountsaccounts and funds, for inclusion in the CompanyTrust's Prospectus and any other reports and materials prepared by the Company Trust or its agent, in accordance with regulatory requirements; (iv) establish appropriate personal contacts with the Adviser and the Company's Administrator in order to provide the Adviser and Administrator with information requirements or as reasonably requested by the Adviser applicable federal or Administrator; and (v) execute account documentation, agreements, contracts and other documents as the Adviser shall be requested by brokers, dealers, counterparties and other persons to execute in connection with its management of the assets of the Portfolios, provided that the Subadviser receives the express agreement and consent of the Adviser and/or the Board to execute such documentation, agreements, contracts and other documents. In such respect, and only for this limited purpose, the Subadviser shall act as the Adviser and/or the Portfolios' agent and attorney-in-factstate regulatory authorities.

Subadviser Undertakings. In all matters relating to the performance of this Agreement, the Subadviser shall act in conformity with (a) the Company's Articles Trust’s Prospectus, Agreement and Declaration of IncorporationTrust, By-LawsBylaws, written policies and procedures of the Fund adopted by the Board, (b) the Guidelines, (c) any other written limitations instituted by the Adviser and agreed to by the Subadviser with regard to the Subadviser Assets, and current Prospectus and with the (d) any written instructions and directions of the Board or the Adviser (so long as (x) such instructions and directions do not cause the AdviserSubadviser to violate applicable law or regulation and (y) the Subadviser is provided a reasonable period of time to comply with such instructions and directions). The Subadviser hereby agrees to: (i) regularly (but no less frequently than quarterly) report to the Board and the Adviser (in such form and frequency as the Adviser and Subadviser mutually agree) with respect to the implementation of the investment program andInvestment Program, in additioncompliance of the Subadviser Assets with the Prospectus, provide such statistical information the Guidelines, the 1940 Act and special reports concerning the Portfolios and/or important developments materially affecting the investments heldCode, or contemplated to be purchased, by the Portfolios, and on other topics as may reasonably be requested by the Board or the Adviser and agreed to by the SubadviserAdviser, including attendance at Board meetings, as reasonably requested, to present such information and reports to the Board; (ii) comply with any provisions of the valuation policies adopted by the Board, including any amendments thereto, that require the Subadviser to make themselves available, upon reasonable request by the Adviser, the Trust’s pricing agent and/or valuation committee taking into account the time sensitive nature of the matter, to consult with the Company's Trust’s pricing agent and valuation committee regarding the valuation of securities the Subadviser Assets that are not registered for public sale, not traded on any securities marketsmarket, or otherwise may be deemed illiquid require fair valuation for purposes which the Trust’s pricing agent or valuation committee seeks assistance from the Subadviser or identifies for review by the Subadviser. Notwithstanding the foregoing, the Adviser acknowledges that (a) the Subadviser’s valuation policies may differ from the valuation policies of the 1940 Act Trust’s pricing agent and valuation committee and (b) therefore, the valuations made by the Fund with respect to the Subadviser Assets may differ from the valuations made by or on behalf of the Subadviser for which market quotations are not readily availableother accounts that the Subadviser manages; (iii) provide in connection with any securities or other investments purchased, sold, retained or borrowed for the Subadviser Assets, arrange for the transmission to the Custodian on a daily basis such confirmation, trade tickets, and all other documents and information, records including, but not limited to, CUSIP, Sedol, or other numbers that identify the securities or other instruments to be purchased, sold, retained or borrowed on behalf of the Fund, as may be reasonably necessary to enable the Custodian to perform its custodial, administrative, and supporting documentation recordkeeping responsibilities with respect to the Fund. Communication by the Subadviser via electronic means is acceptable to the Adviser, the Custodian or JPMorgan Funds Management (the “Administrator”); (iv) with respect to securities or other instruments of the Subadviser Assets to be settled through the Custodian, arrange for the transmission of the confirmation of such trades to the Custodian by the end of the day upon which such transaction occurs. For the avoidance of doubt, the parties acknowledge that the Subadviser is not a custodian of the Fund’s assets and that it will not take possession or custody of such assets; (v) reconcile all trades made on behalf of the Subadviser Assets with each executing broker and counterparty daily to facilitate accurate trade settlement and verify open positions (including cash). The Subadviser shall notify the Adviser and the Fund promptly upon becoming aware of any trade which the Subadviser believes was not executed in accordance with its instructions and in no event shall notice be delivered later than one business day after the time as of which the Subadviser becomes aware of any such trade. The Fund or its designee may also conduct a reconciliation of trades as reported from executing brokers and counterparties and the Subadviser shall reasonably cooperate with the Fund or such designee in order to effect such reconciliation, including without limitation by arranging for reasonable access by the Fund or such designee to the files and websites of the executing brokers and counterparties to the extent such access is available; (vi) promptly review each holdings reconciliation report relating to the Subadviser Assets that it receives from the Custodian and accounting agent and/or the Adviser, as appropriate, and shall use commercially reasonable efforts to resolve all open reconciliation items, including trade breaks, contained in such report within one business day after the time as of which the Subadviser receives such report. The Subadviser shall notify the Adviser and the Fund of any errors or discrepancies, including, without limitation, trade breaks, in the holdings reconciliation reports which have not been resolved within one business day no later than one business day after the time as of which the Subadviser becomes aware of any such errors or discrepancies; (vii) use commercially reasonable efforts to prepare and cause to be filed in a timely manner Form 13F and Schedule 13D or 13G, if required, with respect to securities held in the Subadviser Assets, without regard for any other assets held by the Trust, unless specifically informed by the Adviser (it being understood that unless notified otherwise in writing, the Subadviser shall consider such securities as being subject to its sole investment discretion for purposes of Form 13F); (viii) provide, subject to any obligations or undertakings reasonably necessary to maintain the confidentiality of the Subadviser’s, or the accounts’ or investment funds’ managed by the Subadviser, non-public information, information, which may be provided in the form of a composite of accounts or on an anonymous basis, which may include, historical performance, fee and expense information about the composite of accounts and investment funds the Subadviser manages that have investment objectives, policies, and strategies substantially similar to those employed by the Subadviser in managing the Portfolios Subadviser Assets, which may be reasonably necessarynecessary to allow the Trust, the Board or their agents to fulfill their duties under applicable laws, including, without limitation, Section 15 of the 1940 Act, or to allow permit the Company Adviser to satisfy its oversight responsibilities or its agent to present historical performance satisfy any request by applicable federal or state regulatory authorities; provided, however, other than as provided for in this Agreement, the Adviser hereby agrees to not use such information concerning the Subadviser's similarly managed accounts, for inclusion in the Company's Prospectus and any other reports and materials prepared by the Company or its agent, in accordance with regulatory requirementsmarketing purposes; (ivix) establish appropriate personal contacts identify, process and track all class actions for any security held within the Fund managed by the Subadviser during its management, provided that, with the Adviser prior written approval of the Adviser, the Subadviser shall be permitted to use a third party service provider that is subject to confidentiality obligations to perform such functions; provided, that, for the avoidance of doubt, upon written notice to the Subadviser the Subadviser shall cease to perform the functions set forth in this Section 2B(ix) and the Company's Administrator in order shall instruct any such third party service provider to provide the Adviser and Administrator with information as reasonably requested by the Adviser or Administratorcease performing such functions; and (vx) execute account documentationprovide reasonable assistance to the Adviser with respect to the annual audit of the Fund’s financial statements, as related to the Subadviser Assets, including, but not limited to: (a) providing broker contacts as needed for obtaining trade confirmations; (b) providing copies of term loans and swap agreements, contracts within a reasonable time upon request by the Adviser; (c) providing reasonable assistance in obtaining trade confirmations in the event the Fund or the Fund’s independent registered public accounting firm is unable to obtain such confirmations directly from the brokers and other documents as (d) provide reasonable assistance in valuing investments that are not readily ascertainable in the Adviser shall be requested by brokers, dealers, counterparties and other persons event the Fund or the Fund’s independent registered public accounting firm is unable to execute in connection with its management of the assets of the Portfolios, provided that the Subadviser receives the express agreement and consent of the Adviser and/or the Board to execute obtain such documentation, agreements, contracts and other documents. In such respect, and only for this limited purpose, the Subadviser shall act as the Adviser and/or the Portfolios' agent and attorney-in-factmarket quotations through independent means.

Subadviser Undertakings. In all matters relating to the performance of this Agreement, the Subadviser shall act in conformity with the Company's ’s Articles of Incorporation, By-Laws, and current Prospectus and with the written instructions and directions of the Board and the Adviser. The Subadviser hereby agrees to: (i) regularly (but no less frequently than quarterly) report to the Board and the Adviser (in such form as the Adviser and Subadviser mutually agree) with respect to the implementation of the investment program and, in addition, provide such statistical information and special reports concerning the Portfolios Portfolio and/or important developments materially affecting the investments held, or contemplated to be purchased, by the PortfoliosPortfolio, as may reasonably be requested by the Board or the Adviser and agreed to by the Subadviser, including attendance at Board meetings, as reasonably requested, to present such information and reports to the Board; (ii) consult with the Company's ’s pricing agent regarding the valuation of securities that are not registered for public sale, not traded on any securities markets, or otherwise may be deemed illiquid for purposes of the 1940 Act and for which market quotations are not readily available; (iii) provide any and all information, records and supporting documentation about accounts the Subadviser manages that have investment objectives, policies, and strategies substantially similar to those employed by the Subadviser in managing the Portfolios Portfolio which may be reasonably necessary, under applicable laws, to allow the Company or its agent to present historical performance information concerning the Subadviser's ’s similarly managed accounts, for inclusion in the Company's ’s Prospectus and any other reports and materials prepared by the Company or its agent, in accordance with regulatory requirements; (iv) establish appropriate personal personnel contacts with the Adviser and the Company's ’s Administrator in order to provide the Adviser and Administrator with information as reasonably requested by the Adviser or Administrator; and (v) execute account documentation, agreements, contracts and other documents as the Adviser shall be requested by brokers, dealers, counterparties and other persons to execute in connection with its management of the assets of the PortfoliosPortfolio, provided that the Subadviser receives the express agreement and consent of the Adviser and/or the Board to execute such documentation, agreements, contracts and other documents. The Adviser’s express consent and agreement shall be deemed granted to the extent the Subadviser is acting in accordance with the Company’s registration statement as may be amended from time to time. In such respect, and only for this limited purpose, the Subadviser shall act as the Adviser and/or the Portfolios' Portfolio’s agent and attorney-in-fact.

Subadviser Undertakings. In all matters relating to the performance of this Agreement, the Subadviser shall act in conformity with the Company's Articles of Incorporation, By-Laws, and current Prospectus and with the written instructions and directions of the Board and the AdviserAdviser to which the Subadviser has agreed. The Subadviser hereby agrees to: (i) regularly (but no less frequently than quarterly) report to the Board and the Adviser (in such form as the Adviser and Subadviser mutually agree) with respect to the implementation of the investment program and, in addition, provide such statistical information and special reports concerning the Portfolios Portfolio and/or important developments materially affecting the investments held, or contemplated to be purchased, by the PortfoliosPortfolio, as may reasonably be requested by the Board or the Adviser and agreed to by the Subadviser, including attendance at Board meetings, as reasonably requested, to present such information and reports to the Board; (ii) consult with the Company's pricing agent regarding the valuation of securities that are not registered for public sale, not traded on any securities markets, or otherwise may be deemed illiquid for purposes of the 1940 Act and for which market quotations are not readily available; (iii) provide Provide, subject to any obligations or undertakings reasonably necessary to maintain the confidentiality of the Subadviser's non-public information, any and all information, records and supporting documentation about the composite of accounts and the funds the Subadviser manages that have investment objectives, policies, and strategies substantially similar to those employed by the Subadviser in managing the Portfolios Portfolio which may be reasonably necessary, under applicable laws, to allow the Company or its agent to present historical performance information concerning the Subadviser's similarly managed accountsaccounts and funds, for inclusion in the Company's Prospectus and any other reports and materials prepared by the Company or its agent, in accordance with regulatory requirements;requirements or as requested by applicable federal or state regulatory authorities. (iv) establish appropriate personal personnel contacts with the Adviser and the Company's Administrator in order to provide the Adviser and Administrator with information as reasonably requested by the Adviser or Administrator; and (v) execute account documentation, agreements, contracts and other documents as the Adviser shall be requested by brokers, dealers, counterparties and other persons to execute in connection with its the Adviser's management of the assets of the PortfoliosPortfolio, provided that the Subadviser receives the express agreement and consent of the Adviser and/or the Board to execute such documentation, agreements, contracts and other documents. In such respect, and only for this limited purpose, the Subadviser shall act as the Adviser and/or the Portfolios' Portfolio's agent and attorney-in-fact.

Subadviser Undertakings. In all matters relating to the performance of this Agreement, the Subadviser shall act in conformity with the CompanyTrust's Articles of Incorporation, By-Laws, and current Prospectus and with the written instructions and directions of the Board and the Adviser. The Subadviser hereby agrees to: (i) regularly (but no less frequently than quarterly) report to the Board and the Adviser (in such form and frequency as the Adviser and Subadviser mutually agree) with respect to the implementation of the investment program andProgram, in additioncompliance of the Subadviser Assets with the Prospectus, provide such statistical information the 1940 Act and special reports concerning the Portfolios and/or important developments materially affecting the investments heldCode, or contemplated to be purchased, by the Portfolios, and on other topics as may reasonably be requested by the Board or the Adviser and agreed to by the SubadviserAdviser, including attendance at Board meetings, as reasonably requested, to present such information and reports to the Board; (ii) ; comply with valuation procedures adopted by Board, including any amendments thereto, and consult with the CompanyTrust's pricing agent regarding the valuation of securities that are not registered for public sale, not traded on any securities markets, or otherwise may be deemed illiquid for purposes require fair valuation; provide, subject to any obligations or undertakings reasonably necessary to maintain the confidentiality of the 1940 Act and for which market quotations are not readily available; (iii) provide Subadviser's non-public information, any and all information, records and supporting documentation about the composite of accounts and the funds the Subadviser manages that have investment objectives, policies, and strategies substantially similar to those employed by the Subadviser in managing the Portfolios Subadviser Assets which may be reasonably necessary, under applicable laws, to allow the Company Trust or its agent to present historical performance information concerning the Subadviser's similarly managed accountsaccounts and funds, for inclusion in the CompanyTrust's Prospectus and any other reports and materials prepared by the Company Trust or its agent, in accordance with regulatory requirements; (iv) establish appropriate personal contacts with the Adviser and the Company's Administrator in order to provide the Adviser and Administrator with information requirements or as reasonably requested by the Adviser applicable federal or Administrator; and (v) execute account documentation, agreements, contracts and other documents as the Adviser shall be requested by brokers, dealers, counterparties and other persons to execute in connection with its management of the assets of the Portfolios, provided that the Subadviser receives the express agreement and consent of the Adviser and/or the Board to execute such documentation, agreements, contracts and other documents. In such respect, and only for this limited purpose, the Subadviser shall act as the Adviser and/or the Portfolios' agent and attorney-in-factstate regulatory authorities.

Subadviser Undertakings. In all matters relating to the performance of this Agreement, the Subadviser shall act in conformity with the Company's Trust’s Articles of Incorporation, By-Laws, and current Prospectus Offering Memorandum and with the written instructions and directions of the Board and the Adviser. The Subadviser hereby agrees to: (i) regularly (but no less frequently than quarterly) report to the Board and the Adviser (in such form and frequency as the Adviser and Subadviser mutually agree) with respect to the implementation of the investment program andprogram, in additioncompliance of the Subadviser Assets with the Offering Memorandum, provide such statistical information the 1940 Act and special reports concerning the Portfolios and/or important developments materially affecting the investments heldCode, or contemplated to be purchased, by the Portfolios, and on other topics as may reasonably be requested by the Board or the Adviser and agreed to by the SubadviserAdviser, including attendance at Board meetings, as reasonably requested, to present such information and reports to the Board; (ii) comply with valuation procedures adopted by Board, including any amendments thereto, and consult with the Company's Trust’s pricing agent regarding the valuation of securities that are not registered for public sale, not traded on any securities markets, or otherwise may be deemed illiquid for purposes of the 1940 Act and for which market quotations are not readily availablerequire fair valuation; (iii) provide provide, subject to any obligations or undertakings reasonably necessary to maintain the confidentiality of the Subadviser’s non-public information, any and all information, records and supporting documentation about the composite of accounts and the funds the Subadviser manages that have investment objectives, policies, and strategies substantially similar to those employed by the Subadviser in managing the Portfolios Subadviser Assets which may be reasonably necessary, under applicable laws, to allow the Company Trust or its agent to present historical performance information concerning the Subadviser's ’s similarly managed accountsaccounts and funds, for inclusion in the Company's Prospectus Trust’s Offering Memorandum and any other reports and materials prepared by the Company Trust or its agent, in accordance with regulatory requirementsrequirements or as requested by applicable federal or state regulatory authorities; (iv) establish appropriate personal contacts with provide reasonable assistance to the Adviser and with respect to the Company's Administrator in order to provide the Adviser and Administrator with information as reasonably requested by the Adviser or Administrator; and (v) execute account documentation, agreements, contracts and other documents as the Adviser shall be requested by brokers, dealers, counterparties and other persons to execute Subadviser Assets in connection with its management the annual audit of the assets of Fund’s financial statements, including, but not limited to: (i) providing broker contacts as needed for obtaining trade confirmations; (ii) providing assistance in obtaining trade confirmations in the Portfolios, provided event the Fund or the Fund’s independent registered public accounting firm is unable to obtain such confirmations directly from the underlying hedge fund managers or their administrators and (iii) obtaining market quotations for investments that are not readily ascertainable in the Subadviser receives event the express agreement and consent of Fund or the Adviser and/or the Board Fund’s independent registered public accounting firm is unable to execute obtain such documentation, agreements, contracts and other documents. In such respect, and only for this limited purpose, the Subadviser shall act as the Adviser and/or the Portfolios' agent and attorney-in-factmarket quotations through independent means.

Subadviser Undertakings. In all matters relating to the performance of this Agreement, the Subadviser shall act in conformity with the Company's Trust’s Articles of Incorporation, By-Laws, and current Prospectus and with the written instructions and directions of the Board and the Adviser. The Subadviser hereby agrees to: (i) regularly (but no less frequently than quarterly) report to the Board and the Adviser (in such form and frequency as the Adviser and Subadviser mutually agree) with respect to the implementation of the investment program andProgram, in additioncompliance of the Subadviser Assets with the Prospectus, provide such statistical information the 1940 Act and special reports concerning the Portfolios and/or important developments materially affecting the investments heldCode, or contemplated to be purchased, by the Portfolios, and on other topics as may reasonably be requested by the Board or the Adviser and agreed to by the SubadviserAdviser, including attendance at Board meetings, as reasonably requested, to present such information and reports to the Board; (ii) comply with valuation procedures adopted by Board, including any amendments thereto, and consult with the Company's Trust’s pricing agent regarding the valuation of securities that are not registered for public sale, not traded on any securities markets, or otherwise may be deemed illiquid for purposes of the 1940 Act and for which market quotations are not readily availablerequire fair valuation; (iii) provide provide, subject to any obligations or undertakings reasonably necessary to maintain the confidentiality of the Subadviser’s non-public information, any and all information, records and supporting documentation about the composite of accounts and the funds the Subadviser manages that have investment objectives, policies, and strategies substantially similar to those employed by the Subadviser in managing the Portfolios Subadviser Assets which may be reasonably necessary, under applicable laws, to allow the Company Trust or its agent to present historical performance information concerning the Subadviser's ’s similarly managed accountsaccounts and funds, for inclusion in the Company's Trust’s Prospectus and any other reports and materials prepared by the Company Trust or its agent, in accordance with regulatory requirements;requirements or as requested by applicable federal or state regulatory authorities. (iv) establish appropriate personal contacts with identify, process and track all class actions for any security held within the Adviser and the Company's Administrator in order to provide the Adviser and Administrator with information as reasonably requested Fund managed by the Adviser or Administrator; andSubadviser during its management. (v) execute account documentationprovide reasonable assistance to the Adviser with respect to the annual audit of the Fund’s financial statements, including, but not limited to: (i) providing broker contacts as needed for obtaining trade confirmations; (ii) providing copies of term loans and swap agreements, contracts within a reasonable time after the execution of such agreements; (iii) providing assistance in obtaining trade confirmations in the event the Fund or the Fund’s independent registered public accounting firm is unable to obtain such confirmations directly from the brokers and other documents as (iv) obtaining market quotations for investments that are not readily ascertainable in the Adviser shall be requested by brokers, dealers, counterparties and other persons event the Fund or the Fund’s independent registered public accounting firm is unable to execute in connection with its management of the assets of the Portfolios, provided that the Subadviser receives the express agreement and consent of the Adviser and/or the Board to execute obtain such documentation, agreements, contracts and other documents. In such respect, and only for this limited purpose, the Subadviser shall act as the Adviser and/or the Portfolios' agent and attorney-in-factmarket quotations through independent means.

Subadviser Undertakings. In all matters relating to the performance of this Agreement, the Subadviser shall act in conformity with the Company's Articles of Incorporation, By-Laws, and current Prospectus and with the written instructions and directions of the Board and the AdviserAdviser as provided to the Subadviser. The Subadviser hereby agrees to: (i) regularly (but no less frequently than quarterly) report to the Board and the Adviser (in such form as the Adviser and Subadviser mutually agree) with respect to the implementation of the investment program and, in addition, provide such statistical information and special reports concerning the Portfolios Portfolio and/or important developments materially affecting the investments held, or contemplated to be purchased, by the PortfoliosPortfolio, as may reasonably be requested by the Board or the Adviser and agreed to by the Subadviser, including attendance at Board meetings, as reasonably requested, to present such information and reports to the Board; (ii) consult with the Company's pricing agent regarding the valuation of securities that are not registered for public sale, not traded on any securities markets, or otherwise may be deemed illiquid for purposes of the 1940 Act and for which market quotations are not readily available; (iii) provide any and all information, records and supporting documentation about accounts the Subadviser manages that have investment objectives, policies, and strategies substantially similar to those employed by the Subadviser in managing the Portfolios Portfolio which may be reasonably necessary, under applicable laws, to allow the Company or its agent to present historical performance information concerning the Subadviser's similarly managed accounts, for inclusion in the Company's Prospectus and any other reports and materials prepared by the Company or its agent, in accordance with regulatory requirements; (iv) establish appropriate personal personnel contacts with the Adviser and the Company's Administrator in order to provide the Adviser and Administrator with information as reasonably requested by the Adviser or Administrator; and (v) execute account documentation, agreements, contracts and other documents as the Adviser shall be requested by brokers, dealers, counterparties and other persons to execute in connection with its management of the assets of the PortfoliosPortfolio, provided that the Subadviser receives the express agreement and consent of the Adviser and/or the Board to execute such documentation, agreements, contracts and other documents. In such respect, and only for this limited purpose, the Subadviser shall act as the Adviser and/or the Portfolios' Portfolio's agent and attorney-in-fact.

Subadviser Undertakings. In all matters relating to the performance of this Agreement, the Subadviser shall act in conformity with (a) the Company's Articles Trust’s Prospectus, Agreement and Declaration of IncorporationTrust, By-LawsBylaws, written policies and procedures of the Fund adopted by the Board, (b) the Guidelines, (c) any other written limitations instituted by the Adviser and agreed to by the Subadviser with regard to the Subadviser Assets, and current Prospectus and with the (d) any written instructions and directions of the Board or the Adviser (so long as (x) such instructions and directions do not cause the AdviserSubadviser to violate applicable law or regulation and (y) the Subadviser is provided a reasonable period of time to comply with such instructions and directions). The Subadviser hereby agrees to: (i) regularly (but no less frequently than quarterly) report to the Board and the Adviser (in such form and frequency as the Adviser and Subadviser mutually agree) with respect to the implementation of the investment program andInvestment Program, in additioncompliance of the Subadviser Assets with the Prospectus, provide such statistical information the Guidelines, the 1940 Act and special reports concerning the Portfolios and/or important developments materially affecting the investments heldCode, or contemplated to be purchased, by the Portfolios, and other topics as may reasonably be requested by the Board or the Adviser and agreed to by the SubadviserAdviser, including attendance at attending Board meetings, as reasonably requested, to present such information and reports to the Board; (ii) make themselves available, upon reasonable request by the Adviser, the Trust’s pricing agent and/or valuation committee, taking into account the time sensitive nature of the matter, to consult with the Company's Adviser, the Trust’s pricing agent or valuation committee regarding the valuation of securities that are not registered for public sale, not traded on any securities markets, or otherwise may be deemed illiquid for purposes of the 1940 Act and Subadviser Assets for which market quotations are not readily availablethe Adviser, the Trust’s pricing agent or valuation committee seeks assistance from the Subadviser or identifies for review by the Subadviser. Notwithstanding the foregoing, the Adviser acknowledges that (a) the Subadviser’s valuation policies may differ from the valuation policies of the Trust’s pricing agent and valuation committee and (b) therefore, the valuations made by the Fund with respect to the Subadviser Assets may differ from the valuations made by or on behalf of the Subadviser for other accounts that the Subadviser manages; (iii) provide in connection with any securities or other investments purchased, sold, retained or borrowed for the Subadviser Assets, arrange for the transmission to the Custodian on a daily basis such confirmation, trade tickets, and all other documents and information, records including, but not limited to, CUSIP, Sedol, or other numbers that identify the securities or other instruments to be purchased, sold, retained or borrowed on behalf of the Fund, as may be reasonably necessary to enable the Custodian to perform its custodial, administrative, and supporting documentation recordkeeping responsibilities with respect to the Fund. Communication by the Subadviser via electronic means is acceptable to the Adviser, the Custodian or the administrator. (the “Administrator’’); (iv) with respect to securities or other instruments of the Subadviser Assets to be settled through the Custodian, arrange for the transmission of the confirmation of such trades to the Custodian by the end of the day upon which such transaction occurs. For the avoidance of doubt, the parties acknowledge that the Subadviser is not a custodian of the Fund’s assets and that it will not take possession or custody of such assets; (v) confirm all trades made on behalf of the Subadviser Assets with each executing broker and counterparty daily to facilitate accurate trade settlement and verify open positions (including cash). The Subadviser shall notify the Custodian, on behalf of the Fund, promptly (ideally within one business day) upon becoming aware of any trade which the Subadviser believes was not executed in accordance with its instructions. The Fund or its designee may also conduct a reconciliation of trades as reported from executing brokers and counterparties and the Subadviser shall reasonably cooperate with the Fund or such designee in order to effect such reconciliation, including without limitation by arranging for reasonable access by the Fund or such designee to the files and websites of the executing brokers and counterparties to the extent such access is available; (vi) promptly review each holdings reconciliation report relating to the Subadviser Assets that it receives from the Custodian and accounting agent and/or the Adviser, as appropriate, and shall use commercially reasonable efforts to resolve all open reconciliation items, including trade breaks, contained in such report promptly (ideally, within one business day) after the time as of which the Subadviser receives such report. Further, the Subadviser shall notify the Adviser and the Fund of any errors or discrepancies, including, without limitation, trade breaks, in the holdings reconciliation reports which have not been resolved promptly (ideally, within one business day) after the time as of which the Subadviser becomes aware of any such errors or discrepancies; (vii) use commercially reasonable efforts to prepare and cause to be filed in a timely manner Form 13F and Schedules 13D or 13G, if required, with respect to securities held in the Subadviser Assets, without regard for any other assets held by the Trust or the Fund, unless specifically informed otherwise by the Adviser (it being understood that unless notified otherwise in writing, the Subadviser shall consider such securities as being subject to its investment discretion for purposes of Form 13F). The Subadviser agrees that it shall not acquire on behalf of the Fund any equity securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (“1934 Act”) with the purpose or effect, at the time of such acquisition, of changing or influencing control of the issuer of the securities or in connection with or as a participant in any transaction having such purpose or effect, including any transaction subject to Rule 13d-3(b) promulgated under the 1934 Act; (viii) provide such historical performance, fee and expense information about the accounts and investment funds the Subadviser manages that have investment objectives, policies, and strategies substantially similar to those employed by the Subadviser in managing the Portfolios which Subadviser Assets as may be reasonably necessarynecessary to allow the Trust, the Board or their agents to fulfill their duties under applicable laws, including, without limitation, Section 15 of the 1940 Act, and to allow permit the Company Adviser to satisfy its oversight responsibilities or its agent to present historical performance satisfy any request by applicable federal or state regulatory authorities. Such information concerning the Subadviser's similarly managed accounts, for inclusion may be provided in the Company's Prospectus and any other reports and materials prepared by the Company form of a composite of accounts or its agent, in accordance with regulatory requirementson an anonymous basis; (ivix) establish appropriate personal provide reasonable assistance to the Adviser with respect to the annual audit of the Fund’s financial statements, as related to the Subadviser Assets, including, but not limited to: (a) providing broker contacts as needed for obtaining trade confirmations; (b) providing copies of term loans and swap agreements, within a reasonable time upon request by the Adviser (provided any such disclosures shall be subject to any confidentiality obligations applicable to the parties hereunder); (c) providing reasonable assistance in obtaining trade confirmations in the event the Fund or the Fund’s independent registered public accounting firm is unable to obtain such confirmations directly from the brokers and (d) provide reasonable assistance in valuing investments that are not readily ascertainable in the event the Fund or the Fund’s independent registered public accounting firm is unable to obtain such market quotations through independent means; and (x) upon request, provide timely input to and collaborate with the Adviser and the Company's Administrator Fund (a) in order to provide determining appropriate liquidity classifications for the Adviser Subadviser Assets, for purposes of compliance with Rule 22e-4 under the 1940 Act, in accordance with the parameters of the Fund’s liquidity program, (b) in providing data and Administrator with information as reasonably requested by the Adviser or Administrator; and (v) execute account documentation, agreements, contracts and other documents as the Adviser shall be requested by brokers, dealers, counterparties and other persons to execute in connection with its management the preparation of the assets of Fund’s shareholder reports (e.g. Form N-CSRs), census reporting forms (e.g. Form N-CEN) and portfolio holdings reporting forms (e.g. Form N-PORT) or the Portfolios, provided that the Subadviser receives the express agreement and consent of the Adviser and/or the Board to execute such documentation, agreements, contracts and other documents. In such respectfinancial reports contained therein, and only for this limited purpose, (c) in providing such information to the Subadviser shall act Fund regarding derivatives as may be requested in connection with the Adviser and/or Fund’s compliance with Rule 18f-4 under the Portfolios' agent and attorney-in-fact1940 Act.

Subadviser Undertakings. In all matters relating to the performance of this Agreement, the Subadviser shall act in conformity with the Company's Articles of Incorporation, By-Laws, and current Prospectus and with the written instructions and directions of the Board and the Adviser. The Subadviser hereby agrees to: (i) regularly (but no less frequently than quarterly) report to the Board and the Adviser (in such form as the Adviser and Subadviser mutually agree) with respect to the implementation of the investment program and, in addition, provide such statistical information and special reports concerning the Portfolios Portfolio and/or important developments materially affecting the investments held, or contemplated to be purchased, by the PortfoliosPortfolio, as may reasonably be requested by the Board or the Adviser and agreed to by the Subadviser, including attendance at Board meetings, as reasonably requested, to present such information and reports to the Board; (ii) consult with the Company's pricing agent regarding the valuation of securities that are not registered for public sale, not traded on any securities markets, or otherwise may be deemed illiquid for purposes of the 1940 Act and for which market quotations are not readily available; (iii) provide any and all information, records and supporting documentation about accounts the Subadviser manages that have investment objectives, policies, and strategies substantially similar to those employed by the Subadviser in managing the Portfolios Portfolio which may be reasonably necessary, under applicable laws, to allow the Company or its agent to present historical performance information concerning the Subadviser's similarly managed accounts, for inclusion in the Company's Prospectus and any other reports and materials prepared by the Company or its agent, in accordance with regulatory requirements; (iv) establish appropriate personal personnel contacts with the Adviser and the Company's Administrator in order to provide the Adviser and Administrator with information as reasonably requested by the Adviser or Administrator; and (v) execute account documentation, agreements, contracts and other documents as the Adviser shall be requested by brokers, dealers, counterparties and other persons to execute in connection with its management of the assets of the PortfoliosPortfolio, provided that the Subadviser receives the express agreement and consent of the Adviser and/or the Board to execute such documentation, agreements, contracts and other documents. The Adviser's express consent and agreement shall be deemed granted to the extent the Subadviser is acting in accordance with the Company's registration statement as may be amended from time to time. In such respect, and only for this limited purpose, the Subadviser shall act as the Adviser and/or the Portfolios' Portfolio's agent and attorney-in-fact.

Subadviser Undertakings. In all matters relating to the performance of this Agreement, the Subadviser shall act in conformity with the Company's Articles of Incorporation, Incorporation and By-LawsLaws (provided copies of such documents and any changes thereto have been provided to Subadviser), and the current Prospectus Prospectus, and with the written reasonable instructions and directions of the Board and the AdviserAdviser that have been agreed to by the Subadviser. The Subadviser hereby agrees to: (i) regularly (but no less frequently than quarterly) report to the Board and the Adviser (in such form as the Adviser and Subadviser mutually agree) with respect to the implementation of the investment program and, in addition, provide such statistical information and special reports concerning the Portfolios Portfolio and/or important developments materially affecting the investments held, or contemplated to be purchased, by the PortfoliosPortfolio, as may reasonably be requested by the Board or the Adviser and agreed to by the Subadviser, including attendance at Board meetings, as reasonably requestedrequested by the Board, to present such information and reports to the Board; (ii) consult with and provide reasonable assistance to, the Company's pricing agent regarding the valuation of securities that are not registered for public sale, not traded on any securities markets, or otherwise may be deemed illiquid for purposes of the 1940 Act and for which market quotations are not readily available; however, the valuation for any such securities shall be the responsibility of the Company or the Company's pricing agent as the case may be; (iii) provide any and all information, records and supporting documentation documentation, in a form to be agreed upon by Subadviser and Adviser, about accounts the Subadviser manages that have investment objectives, policies, and strategies substantially similar to those employed by the Subadviser in managing the Portfolios Portfolio which may be reasonably necessary, under applicable laws, to allow the Company or its agent to present historical performance information concerning the Subadviser's similarly managed accounts, for inclusion in the Company's Prospectus and any other reports and materials prepared by the Company or its agent, in accordance with regulatory requirements; (iv) establish appropriate personal contacts with the Adviser and the Company's Administrator in order to provide the Adviser and Administrator with information as reasonably requested by the Adviser or AdministratorAdministrator and agreed upon by the Subadviser (whose agreement shall not be unreasonably withheld); and (v) execute account documentation, agreements, contracts and other documents as the Adviser shall be requested by brokers, dealers, counterparties and other persons to execute in connection with its management of the assets of the PortfoliosPortfolio, provided that the Subadviser receives the express agreement and consent of the Adviser and/or the Board to execute such documentation, agreements, contracts and other documentsdocuments that may impact the fundamental investment policies and procedures of the Portfolio described in the Company's registration statement or any other procedures provided to the Subadviser. In such respect, and only for this limited purpose, the Subadviser shall act as the Adviser and/or the Portfolios' Portfolio's agent and attorney-in-fact.

Subadviser Undertakings. In all matters relating to the performance of this Agreement, the Subadviser shall act in conformity with the Company's Articles of Incorporation, By-Laws, and current Prospectus and with the reasonable written instructions and directions of the Board and the Adviser. The Subadviser hereby agrees to: (i) regularly (but no less frequently than quarterly) report to the Board and the Adviser (in such form as the Adviser and Subadviser mutually agree) with respect to the implementation of the investment program and, in addition, provide such statistical information and special reports concerning the Portfolios Portfolio and/or important developments materially affecting the investments held, or contemplated to be purchased, by the PortfoliosPortfolio, as may reasonably be requested by the Board or the Adviser and agreed to by the Subadviser, including attendance at Board meetings, as reasonably requested, to present such information and reports to the Board; (ii) consult with the Company's pricing agent regarding the valuation of securities that are not registered for public sale, not traded on any securities markets, or otherwise may be deemed illiquid for purposes of the 1940 Act and for which market quotations are not readily available; (iii) provide any and all information, records and supporting documentation about accounts the Subadviser manages that have investment objectives, policies, and strategies substantially similar to those employed by the Subadviser in managing the Portfolios Portfolio which may be reasonably necessary, under applicable laws, to allow the Company or its agent to present historical performance information concerning the Subadviser's similarly managed accounts, for inclusion in the Company's Prospectus and any other reports and materials prepared by the Company or its agent, in accordance with regulatory requirementsrequirements and as agreed by the Adviser and the Subadviser; (iv) establish appropriate personal personnel contacts with the Adviser and the Company's Administrator in order to provide the Adviser and Administrator with information as reasonably requested by the Adviser or Administrator; and (v) execute account documentation, agreements, contracts and other documents as the Adviser shall be requested by brokers, dealers, counterparties and other persons to execute in connection with its management of the assets of the PortfoliosPortfolio, provided that the Subadviser receives the express agreement and consent of the Adviser and/or the Board to execute such documentation, agreements, contracts and other documents. The Adviser's express agreement and consent shall be deemed granted to the extent the Subadviser is acting in accordance with the Company's registration statement as may be amended from time to time. In such respect, and only for this limited purpose, the Subadviser shall act as the Adviser and/or the Portfolios' Portfolio's agent and attorney-in-fact.

Subadviser Undertakings. In all matters relating to the performance of this Agreement, the Subadviser shall act in conformity with (a) the Company's Articles Memorandum and Articles, (b) the stated investment objectives, policies and restrictions of Incorporationthe Fund as described in the Prospectus, By-Laws(c) the Guidelines, (d) any other written limitations instituted by the Adviser and agreed to by the Subadviser with regard to the Subadviser Assets, and current Prospectus and with the (e) any written instructions and directions of the Board or the Adviser (so long as (x) such instructions and directions do not cause the AdviserSubadviser to violate applicable law or regulation and (y) the Subadviser is provided a reasonable period of time to comply with such instructions and directions). The Subadviser hereby agrees to: (i) regularly (but no less frequently than quarterly) report to the Board, the Board of Trustees of the Trust (the “Fund Board”) and the Adviser (in such form and frequency as the Adviser and Subadviser mutually agree) with respect to the implementation of the investment program andInvestment Program, in additioncompliance of the Subadviser Assets with the Memorandum and Articles, provide such statistical information the Prospectus, the Guidelines, the 1940 Act and special reports concerning the Portfolios and/or important developments materially affecting the investments heldCode, or contemplated to be purchased, by the Portfolios, and other topics as may reasonably be requested by the Board, the Fund Board or the Adviser and agreed to by the SubadviserAdviser, including attendance at attending Fund Board meetings, as reasonably requested, to present such information and reports to the Fund Board; (ii) make themselves available, upon reasonable request by the Adviser, the Trust’s pricing agent and/or valuation committee, taking into account the time sensitive nature of the matter, to consult with the Company's Adviser, the Trust’s pricing agent or valuation committee regarding the valuation of securities that are not registered for public sale, not traded on any securities markets, or otherwise may be deemed illiquid for purposes of the 1940 Act and Subadviser Assets for which market quotations are not readily availablethe Adviser, the Trust’s pricing agent or valuation committee seeks assistance from the Subadviser or identifies for review by the Subadviser. Notwithstanding the foregoing, the Adviser acknowledges that (a) the Subadviser’s valuation policies may differ from the valuation policies of the Trust’s pricing agent and valuation committee and (b) therefore, the valuations made by the Fund with respect to the Subadviser Assets may differ from the valuations made by or on behalf of the Subadviser for other accounts that the Subadviser manages; (iii) provide in connection with any securities or other investments purchased, sold, retained or borrowed for the Subadviser Assets, arrange for the transmission to the Custodian on a daily basis such confirmation, trade tickets, and all other documents and information, records including, but not limited to, CUSIP, Sedol, or other numbers that identify the securities or other instruments to be purchased, sold, retained or borrowed on behalf of the Company, as may be reasonably necessary to enable the Custodian to perform its custodial, administrative, and supporting documentation recordkeeping responsibilities with respect to the Company. Communication by the Subadviser via electronic means is acceptable to the Adviser, the Custodian or the administrator (the “Administrator”). (iv) with respect to securities or other instruments of the Subadviser Assets to be settled through the Custodian, arrange for the transmission of the confirmation of such trades to the Custodian by the end of the day upon which such transaction occurs. For the avoidance of doubt, the parties acknowledge that the Subadviser is not a custodian of the Company’s assets and that it will not take possession or custody of such assets. Title to all investments shall be held in the name of the Company, provided that for convenience in buying, selling and exchanging securities (stocks, bonds, commercial paper, etc.), title to such securities may be held in the name of the Custodian, or its nominee, which bank shall be selected by the Adviser. All cash and the indicia of ownership of all other investments shall be held by the Custodian. The Subadviser shall not be liable for any act or omission of the Custodian; (v) reconcile all trades made on behalf of the Subadviser Assets with each executing broker and counterparty daily to facilitate accurate trade settlement and verify open positions (including cash). The Subadviser shall notify the Adviser and the Custodian promptly upon becoming aware of any trade which the Subadviser believes was not executed in accordance with its instructions and in no event shall notice be delivered later than one business day after the time as of which the Subadviser becomes aware of any such trade. The Company or its designee may also conduct a reconciliation of trades as reported from executing brokers and counterparties and the Subadviser shall reasonably cooperate with the Company or such designee in order to effect such reconciliation, including without limitation by arranging for reasonable access by the Company or such designee to the files and websites of the executing brokers and counterparties to the extent such access is available; (vi) promptly review each holdings reconciliation report relating to the Subadviser Assets that it receives from the Custodian and accounting agent and/or the Adviser, as appropriate, and shall use commercially reasonable efforts to resolve all open reconciliation items, including trade breaks, contained in such report within a reasonable amount of time as of which the Subadviser receives such report. The Subadviser shall notify the Adviser and the Company of any errors or discrepancies, including, without limitation, trade breaks, in the holdings reconciliation reports which have not been resolved within a reasonable amount of time as of which the Subadviser becomes aware of any such errors or discrepancies; (vii) use commercially reasonable efforts to prepare and cause to be filed in a timely manner Form 13F and Schedules 13D or 13G, if required, with respect to securities held in the Subadviser Assets, without regard for any other assets held by the Company or the Fund, unless specifically informed otherwise by the Adviser (it being understood that unless notified otherwise in writing, the Subadviser shall consider such securities as being subject to its investment discretion for purposes of Form 13F). The Subadviser agrees that it shall not acquire on behalf of the Company any equity securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (“1934 Act”) with the purpose or effect, at the time of such acquisition, of changing or influencing control of the issuer of the securities or in connection with or as a participant in any transaction having such purpose or effect, including any transaction subject to Rule 13d-3(b) promulgated under the 1934 Act; (viii) provide such historical performance, fee and expense information about the accounts and investment funds the Subadviser manages that have investment objectives, policies, and strategies substantially similar to those employed by the Subadviser in managing the Portfolios which Subadviser Assets as may be reasonably necessarynecessary to allow the Company, the Board, the Fund Board or their agents to fulfill their duties under applicable laws, including, without limitation, Section 15 of the 1940 Act, and to allow permit the Company Adviser to satisfy its oversight responsibilities or its agent to present historical performance satisfy any request by applicable federal or state regulatory authorities. Such information concerning the Subadviser's similarly managed accounts, for inclusion may be provided in the Company's Prospectus form of a composite of accounts or on an anonymous basis and under no circumstances will the Subadviser be required to disclose confidential information regarding any other reports and materials prepared by the Company or of its agent, in accordance with regulatory requirementsspecific clients; (ivix) establish appropriate personal provide reasonable assistance to the Adviser with respect to the annual audit of the Fund’s financial statements, as related to the Subadviser Assets, including, but not limited to: (a) providing broker contacts as needed for obtaining trade confirmations; (b) subject to a written confidentiality arrangement between the parties or to some other confidentiality obligation to which the parties have agreed in writing to be bound, providing copies of term loans and swap agreements, within a reasonable time upon request by the Adviser; (c) providing reasonable assistance in obtaining trade confirmations in the event the Fund or the Fund’s independent registered public accounting firm is unable to obtain such confirmations directly from the brokers and (d) provide reasonable assistance in valuing investments that are not readily ascertainable in the event the Fund or the Fund’s independent registered public accounting firm is unable to obtain such market quotations through independent means, provided that under no circumstances will the Subadviser be responsible or liable for the audit of the Fund; and (x) provide timely input to and collaborate with the Adviser and the Company's Administrator Fund (a) in order to provide determining appropriate liquidity classifications for the Adviser Subadviser Assets, for purposes of compliance with Rule 22e-4 under the 1940 Act and Administrator in accordance with the parameters of the Fund’s liquidity program, and (b) in providing data and information as reasonably requested by the Adviser or Administrator; and (v) execute account documentation, agreements, contracts and other documents as the Adviser shall be requested by brokers, dealers, counterparties and other persons to execute in connection with its management the preparation of the assets Fund’s shareholder reports (e.g. Form N-CSRs), census reporting forms (e.g. Form N-CEN) and portfolio holdings reporting forms (e.g. Form N-Q and/or N-PORT) or the financial reports contained therein. Notwithstanding any other provision to the contrary, Subadviser shall have no obligation to perform the following services: (a) shareholder services or support functions, such as responding to shareholders’ questions about the Fund or its investments or strategies, or preparing and filing materials for distribution to the Fund’s shareholders, including statistical information about the Fund and materials regarding the Fund’s performance or investments; (b) provision of legal, accounting or tax advice with respect to the Company or its investments by the Subadviser’s in-house legal, accounting or tax departments; (c) providing employees of the PortfoliosSubadviser to serve as officers of the Company; or (d) providing the Fund’s Chief Compliance Officer and associated staff or overseeing the Fund’s compliance program adopted pursuant to Rule 38a-1 under the 1940 Act, provided except to the extent that such oversight responsibilities are required to be performed by the Subadviser receives under its compliance program adopted pursuant to Rule 206(4)-7 under the express agreement and consent of the Adviser and/or the Board to execute such documentation, agreements, contracts and other documents. In such respect, and only for this limited purpose, the Subadviser shall act as the Adviser and/or the Portfolios' agent and attorney-in-factAdvisers Act.

Subadviser Undertakings. In all matters relating to the performance of this Agreement, the Subadviser shall act in conformity with the Company's Articles of Incorporation, By-Laws, and current Prospectus and with the written instructions and directions of the Board and the Adviser. The Subadviser hereby agrees to: (i) regularly (but no less frequently than quarterly) report to the Board and the Adviser (in such form as the Adviser and Subadviser mutually agree) with respect to the implementation of the investment program and, in addition, provide such statistical information and special reports concerning the Portfolios Portfolio and/or important developments materially affecting the investments held, or contemplated to be purchased, by the PortfoliosPortfolio, as may reasonably be requested by the Board or the Adviser and agreed to by the Subadviser, including attendance at Board meetings, as reasonably requested, to present such information and reports to the Board; (ii) consult with the Company's pricing agent regarding the valuation of securities that are not registered for public sale, not traded on any securities markets, or otherwise may be deemed illiquid for purposes of the 1940 Act and for which market quotations are not readily available; (iii) provide any and all information, records and supporting documentation about accounts the Subadviser manages that have investment objectives, policies, and strategies substantially similar to those employed by the Subadviser in managing the Portfolios Portfolio which may be reasonably necessary, under applicable laws, to allow the Company or its agent to present historical performance information concerning the Subadviser's similarly managed accounts, for inclusion in the Company's Prospectus and any other reports and materials prepared by the Company or its agent, in accordance with regulatory requirements; (iv) establish appropriate personal personnel contacts with the Adviser and the Company's Administrator in order to provide the Adviser and Administrator with information as reasonably requested by the Adviser or Administrator; and (v) execute account documentation, agreements, contracts and other documents as the Adviser shall be requested by brokers, dealers, counterparties and other persons to execute in connection with its management of the assets of the PortfoliosPortfolio, provided that the Subadviser receives the express agreement and consent of the Adviser and/or the Board to execute such documentation, agreements, contracts and other documents. In such respect, and only for this limited purpose, the Subadviser shall act as the Adviser and/or the Portfolios' Portfolio's agent and attorney-in-fact.

Subadviser Undertakings. In all matters relating to the performance of this Agreement, the Subadviser shall act in conformity with the Company's Trust’s Articles of Incorporation, By-Laws, and current Prospectus and with the written instructions and directions of the Board and the Adviser. The Subadviser hereby agrees to: (i) regularly (but no less frequently than quarterly) report to the Board and the Adviser (in such form and frequency as the Adviser and Subadviser mutually agree) with respect to the implementation of the investment program andProgram, in additioncompliance of the Subadviser Assets with the Prospectus, provide such statistical information the 1940 Act and special reports concerning the Portfolios and/or important developments materially affecting the investments heldCode, or contemplated to be purchased, by the Portfolios, and on other topics as may reasonably be requested by the Board or the Adviser and agreed to by the SubadviserAdviser, including attendance at Board meetings, as reasonably requested, to present such information and reports to the Board; (ii) comply with valuation procedures adopted by Board, including any amendments thereto, and consult with the Company's Trust’s pricing agent regarding the valuation of securities that are not registered for public sale, not traded on any securities markets, or otherwise may be deemed illiquid for purposes of the 1940 Act and for which market quotations are not readily availablerequire fair valuation; (iii) provide provide, subject to any obligations or undertakings reasonably necessary to maintain the confidentiality of the Subadviser’s non-public information, any and all information, records and supporting documentation about the composite of accounts and the funds the Subadviser manages that have investment objectives, policies, and strategies substantially similar to those employed by the Subadviser in managing the Portfolios Subadviser Assets which may be reasonably necessary, under applicable laws, to allow the Company Trust or its agent to present historical performance information concerning the Subadviser's ’s similarly managed accountsaccounts and funds, for inclusion in the Company's Trust’s Prospectus and any other reports and materials prepared by the Company Trust or its agent, in accordance with regulatory requirements;requirements or as requested by applicable federal or state regulatory authorities. (iv) establish appropriate personal contacts with identify, process and track all class actions for any security held within the Fund managed by the Subadviser during its management subject to pre-clearance from the Adviser and the Company's Administrator in order before each filing to provide the Adviser and Administrator with information as reasonably requested by the Adviser or Administrator; andidentify any potential conflicts. (v) execute account documentationprovide reasonable assistance to the Adviser with respect to the annual audit of the Fund’s financial statements, including, but not limited to: (i) providing broker contacts as needed for obtaining trade confirmations; (ii) providing copies of term loans and swap agreements, contracts within a reasonable time after the execution of such agreements; (iii) providing assistance in obtaining trade confirmations in the event the Fund or the Fund’s independent registered public accounting firm is unable to obtain such confirmations directly from the brokers and other documents as (iv) obtaining market quotations for investments that are not readily ascertainable in the Adviser shall be requested by brokers, dealers, counterparties and other persons event the Fund or the Fund’s independent registered public accounting firm is unable to execute in connection with its management of the assets of the Portfolios, provided that the Subadviser receives the express agreement and consent of the Adviser and/or the Board to execute obtain such documentation, agreements, contracts and other documents. In such respect, and only for this limited purpose, the Subadviser shall act as the Adviser and/or the Portfolios' agent and attorney-in-factmarket quotations through independent means.

Subadviser Undertakings. In all matters relating to the performance of this Agreement, the Subadviser shall act in conformity with (a) the Company's Articles Trust’s Prospectus, Agreement and Declaration of IncorporationTrust, By-LawsBylaws, written policies and procedures of the Fund adopted by the Board, (b) the Guidelines, (c) any other written limitations instituted by the Adviser and agreed to by the Subadviser with regard to the Subadviser Assets, and current Prospectus and with the (d) any written instructions and directions of the Board or the Adviser (so long as (x) such instructions and directions do not cause the AdviserSubadviser to violate applicable law or regulation and (y) the Subadviser is provided a reasonable period of time to comply with such instructions and directions). The Subadviser hereby agrees to: (i) regularly (but no less frequently than quarterly) report to the Board and the Adviser (in such form and frequency as the Adviser and Subadviser mutually agree) with respect to the implementation of the investment program andInvestment Program, in additioncompliance of the Subadviser Assets with the Prospectus, provide such statistical information the Guidelines, the 1940 Act and special reports concerning the Portfolios and/or important developments materially affecting the investments heldCode, or contemplated to be purchased, by the Portfolios, and other topics as may reasonably be requested by the Board or the Adviser and agreed to by the SubadviserAdviser, including attendance at attending Board meetings, as reasonably requested, to present such information and reports to the Board; (ii) make themselves available, upon reasonable request by the Adviser, the Trust’s pricing agent and/or valuation committee, taking into account the time sensitive nature of the matter, to consult with the Company's Adviser, the Trust’s pricing agent or valuation committee regarding the valuation of securities that are not registered for public sale, not traded on any securities markets, or otherwise may be deemed illiquid for purposes of the 1940 Act and Subadviser Assets for which market quotations are not readily availablethe Adviser, the Trust’s pricing agent or valuation committee seeks assistance from the Subadviser or identifies for review by the Subadviser. Notwithstanding the foregoing, the Adviser acknowledges that (a) the Subadviser’s valuation policies may differ from the valuation policies of the Trust’s pricing agent and valuation committee and (b) therefore, the valuations made by the Fund with respect to the Subadviser Assets may differ from the valuations made by or on behalf of the Subadviser for other accounts that the Subadviser manages; (iii) provide in connection with any securities or other investments purchased, sold, retained or borrowed for the Subadviser Assets, arrange for the transmission to the Custodian on a daily basis such confirmation, trade tickets, and all other documents and information, records including, but not limited to, CUSIP, Sedol, or other numbers that identify the securities or other instruments to be purchased, sold, retained or borrowed on behalf of the Fund, as may be reasonably necessary to enable the Custodian to perform its custodial, administrative, and supporting documentation recordkeeping responsibilities with respect to the Fund. Communication by the Subadviser via electronic means is acceptable to the Adviser, the Custodian or the administrator. (the “Administrator”); (iv) with respect to securities or other instruments of the Subadviser Assets to be settled through the Custodian, arrange for the transmission of the confirmation of such trades to the Custodian by the end of the day upon which such transaction occurs. For the avoidance of doubt, the parties acknowledge that the Subadviser is not a custodian of the Fund’s assets and that it will not take possession or custody of such assets; (v) confirm all trades made on behalf of the Subadviser Assets with each executing broker and counterparty daily to facilitate accurate trade settlement and verify open positions (including cash). The Subadviser shall notify the Custodian, on behalf of the Fund, promptly (ideally within one business day) upon becoming aware of any trade which the Subadviser believes was not executed in accordance with its instructions. The Fund or its designee may also conduct a reconciliation of trades as reported from executing brokers and counterparties and the Subadviser shall reasonably cooperate with the Fund or such designee in order to effect such reconciliation, including without limitation by arranging for reasonable access by the Fund or such designee to the files and websites of the executing brokers and counterparties to the extent such access is available; (vi) promptly review each holdings reconciliation report relating to the Subadviser Assets that it receives from the Custodian and accounting agent and/or the Adviser, as appropriate, and shall use commercially reasonable efforts to resolve all open reconciliation items, including trade breaks, contained in such report promptly (ideally, within one business day) after the time as of which the Subadviser receives such report. Further, the Subadviser shall notify the Adviser and the Fund of any errors or discrepancies, including, without limitation, trade breaks, in the holdings reconciliation reports which have not been resolved promptly (ideally, within one business day) after the time as of which the Subadviser becomes aware of any such errors or discrepancies; (vii) use commercially reasonable efforts to prepare and cause to be filed in a timely manner Form 13F and Schedules 13D or 13G, if required, with respect to securities held in the Subadviser Assets, without regard for any other assets held by the Trust or the Fund, unless specifically informed otherwise by the Adviser (it being understood that unless notified otherwise in writing, the Subadviser shall consider such securities as being subject to its investment discretion for purposes of Form 13F). The Subadviser agrees that it shall not acquire on behalf of the Fund any equity securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (“1934 Act”) with the purpose or effect, at the time of such acquisition, of changing or influencing control of the issuer of the securities or in connection with or as a participant in any transaction having such purpose or effect, including any transaction subject to Rule 13d-3(b) promulgated under the 1934 Act; (viii) provide such historical performance, fee and expense information about the accounts and investment funds the Subadviser manages that have investment objectives, policies, and strategies substantially similar to those employed by the Subadviser in managing the Portfolios which Subadviser Assets as may be reasonably necessarynecessary to allow the Trust, the Board or their agents to fulfill their duties under applicable laws, including, without limitation, Section 15 of the 1940 Act, and to allow permit the Company Adviser to satisfy its oversight responsibilities or its agent to present historical performance satisfy any request by applicable federal or state regulatory authorities. Such information concerning the Subadviser's similarly managed accounts, for inclusion may be provided in the Company's Prospectus and any other reports and materials prepared by the Company form of a composite of accounts or its agent, in accordance with regulatory requirementson an anonymous basis; (ivix) establish appropriate personal provide reasonable assistance to the Adviser with respect to the annual audit of the Fund’s financial statements, as related to the Subadviser Assets, including, but not limited to: (a) providing broker contacts as needed for obtaining trade confirmations; (b) providing copies of term loans and swap agreements, within a reasonable time upon request by the Adviser; (c) providing reasonable assistance in obtaining trade confirmations in the event the Fund or the Fund’s independent registered public accounting firm is unable to obtain such confirmations directly from the brokers and (d) provide reasonable assistance in valuing investments that are not readily ascertainable in the event the Fund or the Fund’s independent registered public accounting firm is unable to obtain such market quotations through independent means; and (x) upon request, provide timely input to and collaborate with the Adviser and the Company's Administrator Fund (a) in order to provide determining appropriate liquidity classifications for the Adviser Subadviser Assets, for purposes of compliance with Rule 22e-4 under the 1940 Act, in accordance with the parameters of the Fund’s liquidity program, (b) in providing data and Administrator with information as reasonably requested by the Adviser or Administrator; and (v) execute account documentation, agreements, contracts and other documents as the Adviser shall be requested by brokers, dealers, counterparties and other persons to execute in connection with its management the preparation of the assets of Fund’s shareholder reports (e.g. Form N-CSRs), census reporting forms (e.g. Form N-CEN) and portfolio holdings reporting forms (e.g. Form N-PORT) or the Portfolios, provided that the Subadviser receives the express agreement and consent of the Adviser and/or the Board to execute such documentation, agreements, contracts and other documents. In such respectfinancial reports contained therein, and only for this limited purpose, (c) in providing such information to the Subadviser shall act Fund regarding derivatives as may be requested in connection with the Adviser and/or Fund’s compliance with Rule 18f-4 under the Portfolios' agent and attorney-in-fact1940 Act.

Subadviser Undertakings. In all matters relating to the performance of this Agreement, the Subadviser shall act in conformity with the Company's Trust’s Articles of Incorporation, By-Laws, and current Prospectus and with the written instructions and directions of the Board and the Adviser. The Subadviser hereby agrees to: (i) regularly (but no less frequently than quarterly) report to the Board and the Adviser (in such form and frequency as the Adviser and Subadviser mutually agree) with respect to the implementation of the investment program andProgram, in additioncompliance of the Subadviser Assets with the Prospectus, provide such statistical information the 1940 Act and special reports concerning the Portfolios and/or important developments materially affecting the investments heldCode, or contemplated to be purchased, by the Portfolios, and on other topics as may reasonably be requested by the Board or the Adviser and agreed to by the SubadviserAdviser, including attendance at Board meetings, as reasonably requested, to present such information and reports to the Board; (ii) consult with the Company's Trust’s Adviser and pricing agent regarding the valuation of securities that are not registered for public sale, not traded on any securities markets, or otherwise may be deemed illiquid for purposes of the 1940 Act and for which market quotations are not readily availablerequire fair valuation; (iii) provide provide, subject to any obligations or undertakings reasonably necessary to maintain the confidentiality of the Subadviser’s non-public information, any and all information, records and supporting documentation about the composite of accounts and the funds the Subadviser manages that have investment objectives, policies, and strategies substantially similar to those employed by the Subadviser in managing the Portfolios Subadviser Assets which may be reasonably necessary, under applicable laws, to allow the Company Trust or its agent to present historical performance information concerning the Subadviser's ’s similarly managed accountsaccounts and funds, for inclusion in the Company's Trust’s Prospectus and any other reports and materials prepared by the Company Trust or its agent, in accordance with regulatory requirements;requirements or as requested by applicable federal or state regulatory authorities. (iv) establish appropriate personal contacts with identifies, processes and tracks all class actions for any security held within the Fund managed by the Subadviser during its management subject to pre-clearance from the Adviser and the Company's Administrator in order before each filing to provide the Adviser and Administrator with information as reasonably requested by the Adviser or Administrator; andidentify any potential conflicts. (v) execute account documentationprovide reasonable assistance to the Adviser with respect to the annual audit of the Fund’s financial statements, including, but not limited to: (i) providing broker contacts as needed for obtaining trade confirmations; (ii) providing copies of term loans and swap agreements, contracts within a reasonable time after the execution of such agreements; (iii) providing assistance in obtaining trade confirmations in the event the Fund or the Fund’s independent registered public accounting firm is unable to obtain such confirmations directly from the brokers and other documents as (iv) obtaining market quotations for investments that are not readily ascertainable in the Adviser shall be requested by brokers, dealers, counterparties and other persons event the Fund or the Fund’s independent registered public accounting firm is unable to execute in connection with its management of the assets of the Portfolios, provided that the Subadviser receives the express agreement and consent of the Adviser and/or the Board to execute obtain such documentation, agreements, contracts and other documents. In such respect, and only for this limited purpose, the Subadviser shall act as the Adviser and/or the Portfolios' agent and attorney-in-factmarket quotations through independent means.

Subadviser Undertakings. In all matters relating to the performance of this Agreement, the Subadviser shall act in conformity with the Company's Articles Trust’s Agreement and Declaration of IncorporationTrust, By-Laws, and current Prospectus and with the written instructions and directions of the Board and the Adviser. The Subadviser hereby agrees to: (i) regularly (but no less frequently than quarterly) report to the Board and the Adviser (in such form and frequency as the Adviser and the Subadviser mutually agree) with respect to the implementation of the investment program andprogram, in additioncompliance of the Assets with the Prospectus, provide such statistical information the 1940 Act and special reports concerning the Portfolios and/or important developments materially affecting the investments heldCode, or contemplated to be purchased, by the Portfolios, and on other topics as may reasonably be requested by the Board or the Adviser and agreed to by the SubadviserAdviser, including attendance at Board meetings, as reasonably requested, to present such information and reports to the Board; (ii) comply with evaluation procedures adopted by Board, including any amendments thereto, and use its best efforts to consult with the Company's Trust’s valuation committee and/or pricing agent regarding to assist in determining the daily valuation of securities that are not registered for public sale, not traded on any securities markets, or otherwise may be deemed illiquid for purposes of the 1940 Act and for which market quotations are not readily availablerequire fair valuation; (iii) provide provide, subject to any obligations or undertakings reasonably necessary to maintain the confidentiality of the Subadviser’s non-public information, any and all information, records and supporting documentation about the composite of accounts and the funds the Subadviser manages that have investment objectives, policies, and strategies substantially similar to those employed by the Subadviser in managing the Portfolios Assets which may be reasonably necessary, under applicable laws, to allow the Company Trust or its agent to present historical performance information concerning the Subadviser's ’s similarly managed accountsaccounts and funds, for inclusion in the Company's Trust’s Prospectus and any other reports and materials prepared by the Company Trust or its agent, in accordance with regulatory requirements; (iv) establish appropriate personal contacts with the Adviser and the Company's Administrator in order to provide the Adviser and Administrator with information requirements or as reasonably requested by the Adviser applicable federal or Administrator; and (v) execute account documentation, agreements, contracts and other documents as the Adviser shall be requested by brokers, dealers, counterparties and other persons to execute in connection with its management of the assets of the Portfolios, provided that the Subadviser receives the express agreement and consent of the Adviser and/or the Board to execute such documentation, agreements, contracts and other documents. In such respect, and only for this limited purpose, the Subadviser shall act as the Adviser and/or the Portfolios' agent and attorney-in-factstate regulatory authorities.

Subadviser Undertakings. In all matters relating to the performance of this Agreement, the Subadviser shall act in conformity with the Company's Articles of Incorporation, By-Laws, and current Prospectus and with the written instructions and directions of the Board and the Adviser. The Subadviser hereby agrees to: (i) regularly (but no less frequently than quarterly) report to the Board and the Adviser (in such form as the Adviser and Subadviser mutually agree) with respect to the implementation of the investment program and, in addition, provide such statistical information and special reports concerning the Portfolios Portfolio and/or important developments materially affecting the investments held, or contemplated to be purchased, by the PortfoliosPortfolio, as may reasonably be requested by the Board or the Adviser and agreed to by the Subadviser, including attendance at Board meetings, as reasonably requested, to present such information and reports to the Board; (ii) consult with the Company's pricing agent regarding the valuation of securities that are not registered for public sale, not traded on any securities markets, or otherwise may be deemed illiquid for purposes of the 1940 Act and for which market quotations are not readily available; (iii) provide provide, subject to any obligations or undertakings to maintain the confidentiality of certain clients names, any and all information, records and supporting documentation about accounts the Subadviser manages that have investment objectives, policies, and strategies substantially similar to those employed by the Subadviser in managing the Portfolios Portfolio which may be reasonably necessary, under applicable laws, to allow the Company or its agent to present historical performance information concerning the Subadviser's similarly managed accounts, for inclusion in the Company's Prospectus and any other reports and materials prepared by the Company or its agent, in accordance with regulatory requirements; (iv) establish appropriate personal personnel contacts with the Adviser and the Company's Administrator in order to provide the Adviser and Administrator with information as reasonably requested by the Adviser or Administrator; and (v) execute account documentation, agreements, contracts and other documents as the Adviser shall be requested by brokers, dealers, counterparties and other persons to execute in connection with its management of the assets of the PortfoliosPortfolio as required under applicable laws rules and regulatory authorities, provided that the Subadviser receives the express agreement and consent of the Adviser and/or the Board to execute such documentation, agreements, contracts and other documents. In such respect, and only for this limited purpose, the Subadviser shall act as the Adviser and/or the Portfolios' Portfolio's agent and attorney-in-fact.

Subadviser Undertakings. In all matters relating to the performance of this Agreement, the Subadviser Subadvisers shall act in conformity with the Company's Articles Trust’s Agreement and Declaration of IncorporationTrust, By-Laws, and current Prospectus and with the written instructions and directions of the Board and the Adviser. The Subadviser Subadvisers hereby agrees agree to: (i) regularly (but no less frequently than quarterly) report to the Board and the Adviser (in such form and frequency as the Adviser and Subadviser the Subadvisers mutually agree) with respect to the implementation of the investment program andprogram, in additioncompliance of the Funds with the Prospectus, provide such statistical information the 1940 Act and special reports concerning the Portfolios and/or important developments materially affecting the investments heldCode, or contemplated to be purchased, by the Portfolios, and on other topics as may reasonably be requested by the Board or the Adviser and agreed to by the SubadviserAdviser, including attendance at Board meetings, as reasonably requested, to present such information and reports to the Board; (ii) comply with evaluation procedures adopted by Board, including any amendments thereto, and use their best efforts to consult with the Company's Trust’s valuation committee and/or pricing agent regarding to assist in determining the daily valuation of securities that are not registered for public sale, not traded on any securities markets, or otherwise may be deemed illiquid for purposes of the 1940 Act and for which market quotations are not readily availablerequire fair valuation; (iii) provide provide, subject to any obligations or undertakings reasonably necessary to maintain the confidentiality of the Subadvisers’ non-public information, any and all information, records and supporting documentation about the composite of accounts and the Subadviser manages funds the Subadvisers manage that have investment objectives, policies, policies and strategies substantially similar to those employed by the Subadviser Subadvisers in managing the Portfolios Funds which may be reasonably necessary, under applicable laws, to allow the Company Trust or its agent to present historical performance information concerning the Subadviser's Subadvisers’ similarly managed accountsaccounts and funds, for inclusion in the Company's Trust’s Prospectus and any other reports and materials prepared by the Company Trust or its agent, in accordance with regulatory requirements; (iv) establish appropriate personal contacts with the Adviser and the Company's Administrator in order to provide the Adviser and Administrator with information requirements or as reasonably requested by the Adviser applicable federal or Administrator; and (v) execute account documentation, agreements, contracts and other documents as the Adviser shall be requested by brokers, dealers, counterparties and other persons to execute in connection with its management of the assets of the Portfolios, provided that the Subadviser receives the express agreement and consent of the Adviser and/or the Board to execute such documentation, agreements, contracts and other documents. In such respect, and only for this limited purpose, the Subadviser shall act as the Adviser and/or the Portfolios' agent and attorney-in-factstate regulatory authorities.

Subadviser Undertakings. In all matters relating to the performance of this Agreement, the Subadviser shall act in conformity with (a) the Company's Articles Trust’s Prospectus, Agreement and Declaration of IncorporationTrust, By-LawsBylaws, written policies and procedures of the Fund adopted by the Board, (b) the Guidelines, (c) any other written limitations instituted by the Adviser and agreed to by the Subadviser with regard to the Subadviser Assets, and current Prospectus and with the (d) any written instructions and directions of the Board or the Adviser (so long as (x) such instructions and directions do not cause the AdviserSubadviser to violate applicable law or regulation and (y) the Subadviser is provided a reasonable period of time to comply with such instructions and directions). The Subadviser hereby agrees to: (i) regularly (but no less frequently than quarterly) report to the Board and the Adviser (in such form and frequency as the Adviser and Subadviser mutually agree) with respect to the implementation of the investment program andInvestment Program, in additioncompliance of the Subadviser Assets with the Prospectus, provide such statistical information the Guidelines, the 1940 Act and special reports concerning the Portfolios and/or important developments materially affecting the investments heldCode, or contemplated to be purchased, by the Portfolios, and other topics as may reasonably be requested by the Board or the Adviser and agreed to by the SubadviserAdviser, including attendance at attending Board meetings, as reasonably requested, to present such information and reports to the Board; (ii) make themselves available, upon reasonable request by the Adviser, the Trust’s pricing agent and/or valuation committee, taking into account the time sensitive nature of the matter, to consult with the Company's Adviser, the Trust’s pricing agent or valuation committee regarding the valuation of securities that are not registered for public sale, not traded on any securities markets, or otherwise may be deemed illiquid for purposes of the 1940 Act and Subadviser Assets for which market quotations are the Adviser, the Trust’s pricing agent or valuation committee seeks assistance from the Subadviser or identifies for review by the Subadviser. Notwithstanding the foregoing, the Adviser acknowledges that (a) the Subadviser’s valuation policies may differ from the valuation policies of the Trust’s pricing agent and valuation committee;(b) therefore, the valuations made by the Fund with respect to the Subadviser Assets may differ from the valuations made by or on behalf of the Subadviser for other accounts that the Subadviser manages and (c) that the Subadviser is not readily availableresponsible for valuing or pricing the securities and other assets invested in, held by or sold by the Fund (including the Subadviser Assets); (iii) provide in connection with any securities or other investments purchased, sold, retained or borrowed for the Subadviser Assets, arrange for the transmission to the Custodian on a daily basis such confirmation, trade tickets, and all other documents and information, records and supporting documentation about accounts including, but not limited to, CUSIP, Sedol, or other numbers that identify the Subadviser manages that have investment objectivessecurities or other instruments to be purchased, policiessold, retained or borrowed on behalf of the Fund, as may be reasonably necessary to enable the Custodian to perform its custodial, administrative, and strategies substantially similar recordkeeping responsibilities with respect to those employed the Fund. Communication by the Subadviser in managing via electronic means is acceptable to the Portfolios which may be reasonably necessaryAdviser, under applicable laws, to allow the Company Custodian or its agent to present historical performance information concerning the Subadviser's similarly managed accounts, for inclusion in administrator (the Company's Prospectus and any other reports and materials prepared by the Company or its agent, in accordance with regulatory requirements“Administrator”); (iv) establish appropriate personal contacts with respect to securities or other instruments of the Adviser and Subadviser Assets to be settled through the Company's Administrator in order Custodian, arrange for the transmission of the confirmation of such trades to provide the Adviser and Administrator with information as reasonably requested Custodian by the Adviser end of the day upon which such transaction occurs. For the avoidance of doubt, the parties acknowledge that the Subadviser is not a custodian of the Fund’s assets, that it will not take possession or Administrator; andcustody of such assets and that it is not responsible for the registration and/or monitoring of any foreign custodians; (v) execute account documentation, agreements, contracts and other documents as the Adviser shall be requested by brokers, dealers, counterparties and other persons to execute in connection with its management confirm all trades made on behalf of the assets of the Portfolios, provided that the Subadviser receives the express agreement Assets with each executing broker and consent of the Adviser and/or the Board counterparty daily to execute such documentation, agreements, contracts facilitate accurate trade settlement and other documents. In such respect, and only for this limited purpose, the Subadviser shall act as the Adviser and/or the Portfolios' agent and attorney-in-fact.verify open positions (including

Subadviser Undertakings. In all matters relating to the performance of this Agreement, the Subadviser shall act in conformity with (a) the Company's Articles Memorandum and Articles, (b) the stated investment objectives, policies and restrictions of Incorporationthe Fund as described in the Prospectus, By-Laws(c) the Guidelines, (d) any other written limitations instituted by the Adviser and agreed to by the Subadviser with regard to the Subadviser Assets, and current Prospectus and with the (e) any written instructions and directions of the Board or the Adviser (so long as (x) such instructions and directions do not cause the AdviserSubadviser to violate applicable law or regulation and (y) the Subadviser is provided a reasonable period of time to comply with such instructions and directions). The Subadviser hereby agrees to: (i) regularly (but no less frequently than quarterly) report to the Board, the Board of Trustees of the Trust (the “Fund Board”) and the Adviser (in such form and frequency as the Adviser and Subadviser mutually agree) with respect to the implementation of the investment program andInvestment Program, in additioncompliance of the Subadviser Assets with the Memorandum and Articles, provide such statistical information the Prospectus, the Guidelines, the 1940 Act and special reports concerning the Portfolios and/or important developments materially affecting the investments heldCode, or contemplated to be purchased, by the Portfolios, and other topics as may reasonably be requested by the Board, the Fund Board or the Adviser and agreed to by the SubadviserAdviser, including attendance at attending Fund Board meetings, as reasonably requested, to present such information and reports to the Fund Board; (ii) make themselves available, upon reasonable request by the Adviser, the Trust’s pricing agent and/or valuation committee, taking into account the time sensitive nature of the matter, to consult with the Company's Adviser, the Trust’s pricing agent or valuation committee regarding the valuation of securities that are not registered for public sale, not traded on any securities markets, or otherwise may be deemed illiquid for purposes of the 1940 Act and Subadviser Assets for which market quotations are not readily availablethe Adviser, the Trust’s pricing agent or valuation committee seeks assistance from the Subadviser or identifies for review by the Subadviser. Notwithstanding the foregoing, the Adviser acknowledges that (a) the Subadviser’s valuation policies may differ from the valuation policies of the Trust’s pricing agent and valuation committee and (b) therefore, the valuations made by the Fund with respect to the Subadviser Assets may differ from the valuations made by or on behalf of the Subadviser for other accounts that the Subadviser manages; (iii) provide in connection with any securities or other investments purchased, sold, retained or borrowed for the Subadviser Assets, arrange for the transmission to the Custodian on a daily basis such confirmation, trade tickets, and all other documents and information, records including, but not limited to, CUSIP, Sedol, or other numbers that identify the securities or other instruments to be purchased, sold, retained or borrowed on behalf of the Company, as may be reasonably necessary to enable the Custodian to perform its custodial, administrative, and supporting documentation recordkeeping responsibilities with respect to the Company. Communication by the Subadviser via electronic means is acceptable to the Adviser, the Custodian or the administrator (the “Administrator”). (iv) with respect to securities or other instruments of the Subadviser Assets to be settled through the Custodian, arrange for the transmission of the confirmation of such trades to the Custodian by the end of the day upon which such transaction occurs. For the avoidance of doubt, the parties acknowledge that the Subadviser is not a custodian of the Company’s assets and that it will not take possession or custody of such assets. Title to all investments shall be held in the name of the Company, provided that for convenience in buying, selling and exchanging securities (stocks, bonds, commercial paper, etc.), title to such securities may be held in the name of the Custodian, or its nominee, which bank shall be selected by the Adviser. All cash and the indicia of ownership of all other investments shall be held by the Custodian. The Subadviser shall not be liable for any act or omission of the Custodian; (v) reconcile all trades made on behalf of the Subadviser Assets with each executing broker and counterparty daily to facilitate accurate trade settlement and verify open positions (including cash). The Subadviser shall notify the Adviser and the Custodian promptly upon becoming aware of any trade which the Subadviser believes was not executed in accordance with its instructions and in no event shall notice be delivered later than one business day after the time as of which the Subadviser becomes aware of any such trade. The Company or its designee may also conduct a reconciliation of trades as reported from executing brokers and counterparties and the Subadviser shall reasonably cooperate with the Company or such designee in order to effect such reconciliation, including without limitation by arranging for reasonable access by the Company or such designee to the files and websites of the executing brokers and counterparties to the extent such access is available; (vi) promptly review each holdings reconciliation report relating to the Subadviser Assets that it receives from the Custodian and accounting agent and/or the Adviser, as appropriate, and shall use commercially reasonable efforts to resolve all open reconciliation items, including trade breaks, contained in such report within a reasonable amount of time as of which the Subadviser receives such report. The Subadviser shall notify the Adviser and the Company of any errors or discrepancies, including, without limitation, trade breaks, in the holdings reconciliation reports which have not been resolved within a reasonable amount of time as of which the Subadviser becomes aware of any such errors or discrepancies; (vii) use commercially reasonable efforts to prepare and cause to be filed in a timely manner Form 13F and Schedules 13D or 13G, if required, with respect to securities held in the Subadviser Assets, without regard for any other assets held by the Company or the Fund, unless specifically informed otherwise by the Adviser (it being understood that unless notified otherwise in writing, the Subadviser shall consider such securities as being subject to its investment discretion for purposes of Form 13F). The Subadviser agrees that it shall not acquire on behalf of the Company any equity securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (“1934 Act”) with the purpose or effect, at the time of such acquisition, of changing or influencing control of the issuer of the securities or in connection with or as a participant in any transaction having such purpose or effect, including any transaction subject to Rule 13d-3(b) promulgated under the 1934 Act; (viii) provide such historical performance, fee and expense information about the accounts and investment funds the Subadviser manages that have investment objectives, policies, and strategies substantially similar to those employed by the Subadviser in managing the Portfolios which Subadviser Assets as may be reasonably necessarynecessary to allow the Company, the Board, the Fund Board or their agents to fulfill their duties under applicable laws, including, without limitation, Section 15 of the 1940 Act, and to allow permit the Company Adviser to satisfy its oversight responsibilities or its agent to present historical performance satisfy any request by applicable federal or state regulatory authorities. Such information concerning the Subadviser's similarly managed accounts, for inclusion may be provided in the Company's Prospectus form of a composite of accounts or on an anonymous basis and under no circumstances will the Subadviser be required to disclose confidential information regarding any other reports and materials prepared by the Company or of its agent, in accordance with regulatory requirementsspecific clients; (ivix) establish appropriate personal provide reasonable assistance to the Adviser with respect to the annual audit of the Fund’s financial statements, as related to the Subadviser Assets, including, but not limited to: (a) providing broker contacts as needed for obtaining trade confirmations; (b) subject to a written confidentiality arrangement between the parties or to some other confidentiality obligation to which the parties have agreed in writing to be bound, providing copies of term loans and swap agreements, within a reasonable time upon request by the Adviser; (c) providing reasonable assistance in obtaining trade confirmations in the event the Fund or the Fund’s independent registered public accounting firm is unable to obtain such confirmations directly from the brokers and (d) provide reasonable assistance in valuing investments that are not readily ascertainable in the event the Fund or the Fund’s independent registered public accounting firm is unable to obtain such market quotations through independent means, provided that under no circumstances will the Subadviser be responsible or liable for the audit of the Fund; and (x) provide timely input to and collaborate with the Adviser and the Company's Administrator Fund (a) in order to provide determining appropriate liquidity classifications for the Adviser Subadviser Assets, for purposes of compliance with Rule 22e-4 under the 1940 Act and Administrator in accordance with the parameters of the Fund’s liquidity program, and (b) in providing data and information as reasonably requested by the Adviser or Administrator; and (v) execute account documentation, agreements, contracts and other documents as the Adviser shall be requested by brokers, dealers, counterparties and other persons to execute in connection with its management the preparation of the assets Fund’s shareholder reports (e.g. Form N-CSRs), census reporting forms (e.g. Form N-CEN) and portfolio holdings reporting forms (e.g. Form N-PORT) or the financial reports contained therein. Notwithstanding any other provision to the contrary, Subadviser shall have no obligation to perform the following services: (a) shareholder services or support functions, such as responding to shareholders’ questions about the Fund or its investments or strategies, or preparing and filing materials for distribution to the Fund’s shareholders, including statistical information about the Fund and materials regarding the Fund’s performance or investments; (b) provision of legal, accounting or tax advice with respect to the Company or its investments by the Subadviser’s in-house legal, accounting or tax departments; (c) providing employees of the PortfoliosSubadviser to serve as officers of the Company; or (d) providing the Fund’s Chief Compliance Officer and associated staff or overseeing the Fund’s compliance program adopted pursuant to Rule 38a-1 under the 1940 Act, provided except to the extent that such oversight responsibilities are required to be performed by the Subadviser receives under its compliance program adopted pursuant to Rule 206(4)-7 under the express agreement and consent of the Adviser and/or the Board to execute such documentation, agreements, contracts and other documents. In such respect, and only for this limited purpose, the Subadviser shall act as the Adviser and/or the Portfolios' agent and attorney-in-factAdvisers Act.

Subadviser Undertakings. In all matters relating to the performance of this Agreement, the Subadviser shall act in conformity with the Company's Trust’s Articles of Incorporation, By-Laws, and current Prospectus and with the written instructions and directions of the Board and the Adviser. The Subadviser hereby agrees to: (i) regularly (but no less frequently than quarterly) report to the Board and the Adviser (in such form and frequency as the Adviser and Subadviser mutually agree) with respect to the implementation of the investment program andProgram, in additioncompliance of the Subadviser Assets with the Prospectus, provide such statistical information the 1940 Act and special reports concerning the Portfolios and/or important developments materially affecting the investments heldCode, or contemplated to be purchased, by the Portfolios, and on other topics as may reasonably be requested by the Board or the Adviser and agreed to by the SubadviserAdviser, including attendance at Board meetings, as reasonably requested, to present such information and reports to the Board; (ii) ; comply with valuation procedures adopted by Board, including any amendments thereto, and consult with the Company's Trust’s pricing agent regarding the valuation of securities that are not registered for public sale, not traded on any securities markets, or otherwise may be deemed illiquid for purposes require fair valuation; provide, subject to any obligations or undertakings reasonably necessary to maintain the confidentiality of the 1940 Act and for which market quotations are not readily available; (iii) provide Subadviser’s non-public information, any and all information, records and supporting documentation about the composite of accounts and the funds the Subadviser manages that have investment objectives, policies, and strategies substantially similar to those employed by the Subadviser in managing the Portfolios Subadviser Assets which may be reasonably necessary, under applicable laws, to allow the Company Trust or its agent to present historical performance information concerning the Subadviser's ’s similarly managed accountsaccounts and funds, for inclusion in the Company's Trust’s Prospectus and any other reports and materials prepared by the Company Trust or its agent, in accordance with regulatory requirements; (iv) establish appropriate personal contacts with the Adviser and the Company's Administrator in order to provide the Adviser and Administrator with information requirements or as reasonably requested by the Adviser applicable federal or Administrator; and (v) execute account documentation, agreements, contracts and other documents as the Adviser shall be requested by brokers, dealers, counterparties and other persons to execute in connection with its management of the assets of the Portfolios, provided that the Subadviser receives the express agreement and consent of the Adviser and/or the Board to execute such documentation, agreements, contracts and other documents. In such respect, and only for this limited purpose, the Subadviser shall act as the Adviser and/or the Portfolios' agent and attorney-in-factstate regulatory authorities.

Subadviser Undertakings. In all matters relating to the performance of this Agreement, the Subadviser shall act in conformity with the CompanyTrust's Articles of Incorporation, By-Laws, and current Prospectus Offering Memorandum and with the written instructions and directions of the Board and the Adviser. The Subadviser hereby agrees to: (i) regularly (but no less frequently than quarterly) report to the Board and the Adviser (in such form and frequency as the Adviser and Subadviser mutually agree) with respect to the implementation of the investment program andprogram, in additioncompliance of the Subadviser Assets with the Offering Memorandum, provide such statistical information the 1940 Act and special reports concerning the Portfolios and/or important developments materially affecting the investments heldCode, or contemplated to be purchased, by the Portfolios, and on other topics as may reasonably be requested by the Board or the Adviser and agreed to by the SubadviserAdviser, including attendance at Board meetings, as reasonably requested, to present such information and reports to the Board; (ii) comply with valuation procedures adopted by Board, including any amendments thereto, and consult with the CompanyTrust's pricing agent regarding the valuation of securities that are not registered for public sale, not traded on any securities markets, or otherwise may be deemed illiquid for purposes of the 1940 Act and for which market quotations are not readily availablerequire fair valuation; (iii) provide provide, subject to any obligations or undertakings reasonably necessary to maintain the confidentiality of the Subadviser's non-public information, any and all information, records and supporting documentation about the composite of accounts and the funds the Subadviser manages that have investment objectives, policies, and strategies substantially similar to those employed by the Subadviser in managing the Portfolios Subadviser Assets which may be reasonably necessary, under applicable laws, to allow the Company Trust or its agent to present historical performance information concerning the Subadviser's similarly managed accountsaccounts and funds, for inclusion in the CompanyTrust's Prospectus Offering Memorandum and any other reports and materials prepared by the Company Trust or its agent, in accordance with regulatory requirementsrequirements or as requested by applicable federal or state regulatory authorities; (iv) establish appropriate personal contacts with provide reasonable assistance to the Adviser and with respect to the Company's Administrator in order to provide the Adviser and Administrator with information as reasonably requested by the Adviser or Administrator; and (v) execute account documentation, agreements, contracts and other documents as the Adviser shall be requested by brokers, dealers, counterparties and other persons to execute Subadviser Assets in connection with its management the annual audit of the assets of Fund's financial statements, including, but not limited to: (i) providing broker contacts as needed for obtaining trade confirmations; (ii) providing assistance in obtaining trade confirmations in the Portfolios, provided event the Fund or the Fund's independent registered public accounting firm is unable to obtain such confirmations directly from the underlying hedge fund managers or their administrators and (iii) obtaining market quotations for investments that are not readily ascertainable in the Subadviser receives event the express agreement and consent of Fund or the Adviser and/or the Board Fund's independent registered public accounting firm is unable to execute obtain such documentation, agreements, contracts and other documents. In such respect, and only for this limited purpose, the Subadviser shall act as the Adviser and/or the Portfolios' agent and attorney-in-factmarket quotations through independent means.

Subadviser Undertakings. In all matters relating to the performance of this Agreement, the Subadviser shall act in conformity with (a) the Company's Articles Trust’s Prospectus, Agreement and Declaration of IncorporationTrust, By-LawsBylaws, written policies and procedures of the Fund adopted by the Board, (b) the Guidelines, (c) any other written limitations instituted by the Adviser and agreed to by the Subadviser with regard to the Subadviser Assets, and current Prospectus and with the (d) any written instructions and directions of the Board or the Adviser (so long as (x) such instructions and directions do not cause the AdviserSubadviser to violate applicable law or regulation and (y) the Subadviser is provided a reasonable period of time to comply with such instructions and directions). The Subadviser hereby agrees to: (i) regularly (but no less frequently than quarterly) report to the Board and the Adviser (in such form and frequency as the Adviser and Subadviser mutually agree) with respect to the implementation of the investment program andInvestment Program, in additioncompliance of the Subadviser Assets with the Prospectus, provide such statistical information the Guidelines, the 1940 Act and special reports concerning the Portfolios and/or important developments materially affecting the investments heldCode, or contemplated to be purchased, by the Portfolios, and other topics as may reasonably be requested by the Board or the Adviser and agreed to by the SubadviserAdviser, including attendance at attending Board meetings, as reasonably requested, to present such information and reports to the Board; (ii) make themselves available, upon reasonable request by the Adviser, the Trust’s pricing agent and/or valuation committee, taking into account the time sensitive nature of the matter, to consult with the Company's Adviser, the Trust’s pricing agent or valuation committee regarding the valuation of securities that are not registered for public sale, not traded on any securities markets, or otherwise may be deemed illiquid for purposes of the 1940 Act and Subadviser Assets for which market quotations are the Adviser, the Trust’s pricing agent or valuation committee seeks assistance from the Subadviser or identifies for review by the Subadviser. Notwithstanding the foregoing, the Adviser acknowledges that (a) the Subadviser’s valuation policies may differ from the valuation policies of the Trust’s pricing agent and valuation committee and (b) therefore, the valuations made by the Fund with respect to the Subadviser Assets may differ from the valuations made by or on behalf of the Subadviser for other accounts that the Subadviser manages The Adviser further acknowledges that the Subadviser is not readily availablethe Fund’s official pricing agent; (iii) provide in connection with any securities or other investments purchased, sold, retained or borrowed for the Subadviser Assets, arrange for the transmission to the Custodian on a daily basis such confirmation, trade tickets, and all other documents and information, records including, but not limited to, CUSIP, Sedol, or other numbers that identify the securities or other instruments to be purchased, sold, retained or borrowed on behalf of the Fund, as may be reasonably necessary to enable the Custodian to perform its custodial, administrative, and supporting documentation recordkeeping responsibilities with respect to the Fund. Communication by the Subadviser via electronic means is acceptable to the Adviser, the Custodian or the administrator. (the “Administrator”); (iv) with respect to securities or other instruments of the Subadviser Assets to be settled through the Custodian, arrange for the transmission of the confirmation of such trades to the Custodian by the end of the day upon which such transaction occurs. For the avoidance of doubt, the parties acknowledge that the Subadviser is not a custodian of the Fund’s assets and that it will not take possession or custody of such assets; (v) confirm all trades made on behalf of the Subadviser Assets with each executing broker and counterparty daily to facilitate accurate trade settlement and verify open positions (including cash). The Subadviser shall notify the Custodian, on behalf of the Fund, promptly (ideally within one business day) upon becoming aware of any trade which the Subadviser believes was not executed in accordance with its instructions. The Fund or its designee may also conduct a reconciliation of trades as reported from executing brokers and counterparties and the Subadviser shall reasonably cooperate with the Fund or such designee in order to effect such reconciliation, including without limitation by arranging for reasonable access by the Fund or such designee to the files and websites of the executing brokers and counterparties to the extent such access is available; (vi) promptly review each holdings reconciliation report relating to the Subadviser Assets that it receives from the Custodian and accounting agent and/or the Adviser, as appropriate, and shall use commercially reasonable efforts to resolve all open reconciliation items, including trade breaks, contained in such report promptly (ideally, within one business day) after the time as of which the Subadviser receives such report. Further, the Subadviser shall notify the Adviser and the Fund of any errors or discrepancies, including, without limitation, trade breaks, in the holdings reconciliation reports which have not been resolved promptly (ideally, within one business day) after the time as of which the Subadviser becomes aware of any such errors or discrepancies; (vii) use commercially reasonable efforts to prepare and cause to be filed in a timely manner Form 13F and Schedules 13D or 13G, if required, with respect to securities held in the Subadviser Assets, without regard for any other assets held by the Trust or the Fund, unless specifically informed otherwise by the Adviser (it being understood that unless notified otherwise in writing, the Subadviser shall consider such securities as being subject to its investment discretion for purposes of Form 13F). The Subadviser agrees that it shall not acquire on behalf of the Fund any equity securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (“1934 Act”) with the purpose or effect, at the time of such acquisition, of changing or influencing control of the issuer of the securities or in connection with or as a participant in any transaction having such purpose or effect, including any transaction subject to Rule 13d-3(b) promulgated under the 1934 Act; (viii) provide such historical performance, fee and expense information about the accounts and investment funds the Subadviser manages that have investment objectives, policies, and strategies substantially similar to those employed by the Subadviser in managing the Portfolios which Subadviser Assets as may be reasonably necessarynecessary to allow the Trust, the Board or their agents to fulfill their duties under applicable laws, including, without limitation, Section 15 of the 1940 Act, and to allow permit the Company Adviser to satisfy its oversight responsibilities or its agent to present historical performance satisfy any request by applicable federal or state regulatory authorities. Such information concerning the Subadviser's similarly managed accounts, for inclusion may be provided in the Company's Prospectus and any other reports and materials prepared by the Company form of a composite of accounts or its agent, in accordance with regulatory requirementson an anonymous basis; (ivix) establish appropriate personal [Reserved] (x) upon request, provide reasonable assistance to the Adviser with respect to the annual audit of the Fund’s financial statements, as related to the Subadviser Assets, including, but not limited to: (a) providing broker contacts as needed for obtaining trade confirmations; (b) providing copies of term loans and swap agreements, within a reasonable time upon request by the Adviser; (c) providing reasonable assistance in obtaining trade confirmations in the event the Fund or the Fund’s independent registered public accounting firm is unable to obtain such confirmations directly from the brokers and (d) provide input for valuing investments that are not readily ascertainable in the event the Fund or the Fund’s independent registered public accounting firm is unable to obtain such market quotations through independent means; and (xi) upon request, provide timely input to and collaborate with the Adviser and the Company's Administrator Fund (a) in order to provide assisting the Adviser to determine appropriate liquidity classifications for the Subadviser Assets, for purposes of compliance with Rule 22e-4 under the 1940 Act, in accordance with the parameters of the Fund’s liquidity program, and Administrator with (b) in providing data and information as reasonably requested by the Adviser or Administrator; and (v) execute account documentation, agreements, contracts and other documents as the Adviser shall be requested by brokers, dealers, counterparties and other persons to execute in connection with its management the Adviser’s preparation of the assets of Fund’s shareholder reports (e.g. Form N-CSRs), census reporting forms (e.g. Form N-CEN) and portfolio holdings reporting forms (e.g. Form N-PORT) or the Portfolios, provided that the Subadviser receives the express agreement and consent of the Adviser and/or the Board to execute such documentation, agreements, contracts and other documents. In such respect, and only for this limited purpose, the Subadviser shall act as the Adviser and/or the Portfolios' agent and attorney-in-factfinancial reports contained therein.

Subadviser Undertakings. In all matters relating to the performance of this Agreement, the Subadviser shall act in conformity with (a) the Company's Articles Trust’s Prospectus, Agreement and Declaration of IncorporationTrust, By-LawsBylaws, written policies and procedures of the Fund adopted by the Board, (b) the Guidelines, (c) any other written limitations instituted by the Adviser and agreed to by the Subadviser with regard to the Subadviser Assets, and current Prospectus and with the (d) any written instructions and directions of the Board or the Adviser (so long as (x) such instructions and directions do not cause the AdviserSubadviser to violate applicable law or regulation and (y) the Subadviser is provided a reasonable period of time to comply with such instructions and directions). The Subadviser hereby agrees to: (i) regularly (but no less frequently than quarterly) report to the Board and the Adviser (in such form and frequency as the Adviser and Subadviser mutually agree) with respect to the implementation of the investment program andInvestment Program, in additioncompliance of the Subadviser Assets with the Prospectus, provide such statistical information the Guidelines, the 1940 Act and special reports concerning the Portfolios and/or important developments materially affecting the investments heldCode, or contemplated to be purchased, by the Portfolios, and other topics as may reasonably be requested by the Board or the Adviser and agreed to by the SubadviserAdviser, including attendance at attending Board meetings, as reasonably requested, to present such information and reports to the Board; (ii) make themselves available, upon reasonable request by the Adviser, to the Trust’s pricing agent and/or valuation committee, taking into account the time sensitive nature of the matter, to consult with the Company's Adviser, the Trust’s pricing agent or valuation committee regarding the valuation of securities that are not registered for public sale, not traded on any securities markets, or otherwise may be deemed illiquid for purposes of the 1940 Act and Subadviser Assets for which market quotations are not readily availablethe Adviser, the Trust’s pricing agent or valuation committee seeks assistance from the Subadviser or identifies for review by the Subadviser. Notwithstanding the foregoing, the Adviser acknowledges that (a) the Subadviser’s valuation policies may differ from the valuation policies of the Trust’s pricing agent and valuation committee and (b) therefore, the valuations made by the Fund with respect to the Subadviser Assets may differ from the valuations made by or on behalf of the Subadviser for other accounts that the Subadviser manages; (iii) provide in connection with any securities or other investments purchased, sold, retained or borrowed for the Subadviser Assets, arrange for the transmission to the Custodian on a daily basis such confirmation, trade tickets, and all other documents and information, records including, but not limited to, CUSIP, Sedol, or other numbers that identify the securities or other instruments to be purchased, sold, retained or borrowed on behalf of the Fund, as may be reasonably necessary to enable the Custodian to perform its custodial, administrative, and supporting documentation recordkeeping responsibilities with respect to the Fund. Communication by the Subadviser via electronic means is acceptable to the Adviser, the Custodian and the Trust’s administrator (the “Administrator”); (iv) with respect to securities or other instruments of the Subadviser Assets to be settled through the Custodian, arrange for the transmission of the confirmation of such trades to the Custodian by the end of the day upon which such transaction occurs. For the avoidance of doubt, the parties acknowledge that the Subadviser is not a custodian of the Fund’s assets and that it will not take possession or custody of such assets; (v) confirm all trades made on behalf of the Subadviser Assets with each executing broker and counterparty daily to facilitate accurate trade settlement and verify open positions (including cash). The Subadviser shall notify the Custodian, on behalf of the Fund, promptly (ideally within one business day) upon becoming aware of any trade which the Subadviser believes was not executed in accordance with its instructions. The Fund or its designee may also conduct a reconciliation of trades as reported from executing brokers and counterparties and the Subadviser shall reasonably cooperate with the Fund or such designee in order to effect such reconciliation, including without limitation by arranging for reasonable access by the Fund or such designee to the files and websites of the executing brokers and counterparties to the extent such access is available; (vi) promptly review each holdings reconciliation report relating to the Subadviser Assets that it receives from the Custodian and accounting agent and/or the Adviser, as appropriate, and shall use commercially reasonable efforts to resolve all open reconciliation items, including trade breaks, contained in such report promptly (ideally, within one business day) after the time as of which the Subadviser receives such report. Further, the Subadviser shall notify the Adviser and the Fund of any errors or discrepancies, including, without limitation, trade breaks, in the holdings reconciliation reports which have not been resolved promptly (ideally, within one business day) after the time as of which the Subadviser becomes aware of any such errors or discrepancies; (vii) to the extent applicable, include securities contained in the Subadviser Assets in the Form 13F and Schedules 13D or 13G of the Subadviser, and use commercially reasonable efforts to prepare and cause to be filed in a timely manner such Form 13F and Schedules 13D or 13G of the Subadviser, if required, without regard for any other assets held by the Trust or the Fund, unless specifically informed otherwise by the Adviser (it being understood that unless notified otherwise in writing, the Subadviser shall consider such securities as being subject to its sole investment discretion for purposes of Form 13F). The Subadviser agrees that it shall not acquire on behalf of the Fund any equity securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (“1934 Act”) with the purpose or effect, at the time of such acquisition, of changing or influencing control of the issuer of the securities or in connection with or as a participant in any transaction having such purpose or effect, including any transaction subject to Rule 13d-3(b) promulgated under the 1934 Act; (viii) provide such historical performance, fee and expense information about the accounts and investment funds the Subadviser manages that have investment objectives, policies, and strategies substantially similar to those employed by the Subadviser in managing the Portfolios which Subadviser Assets as may be reasonably necessarynecessary to allow the Trust, the Board or their agents to fulfill their duties under applicable laws, including, without limitation, Section 15 of the 1940 Act, and to allow permit the Company Adviser to satisfy its oversight responsibilities or its agent to present historical performance satisfy any request by applicable federal or state regulatory authorities. Such information concerning the Subadviser's similarly managed accounts, for inclusion may be provided in the Company's Prospectus and any other reports and materials prepared by the Company form of a composite of accounts or its agent, in accordance with regulatory requirementson an anonymous basis; (ivix) establish appropriate personal provide reasonable assistance to the Adviser with respect to the annual audit of the Fund’s financial statements, as related to the Subadviser Assets, including, but not limited to: (a) providing broker contacts as needed for obtaining trade confirmations; (b) providing copies of term loans and swap agreements, within a reasonable time upon request by the Adviser; (c) providing reasonable assistance in obtaining trade confirmations in the event the Fund or the Fund’s independent registered public accounting firm is unable to obtain such confirmations directly from the brokers and (d) provide reasonable assistance in valuing investments that are not readily ascertainable in the event the Fund or the Fund’s independent registered public accounting firm is unable to obtain such market quotations through independent means; and (x) upon reasonable request, provide data and information in the Subadviser’s possession in connection with the preparation of the Fund’s shareholder reports (e.g. Form N-CSRs), census reporting forms (e.g. Form N-CEN) and portfolio holdings reporting forms (e.g. Form N-PORT) or the financial reports contained therein. Notwithstanding anything to the contrary, the Adviser acknowledges that (i) the preparation and filing of such reports, forms and documents is the responsibility of the Fund and Adviser; and (ii) Subadviser is not responsible for providing risk metrics for Form N-PORT but shall provide its reasonability opinions regarding risk metrics provided by Adviser to the Subadviser. (xi) upon reasonable request, provide timely input and insight to the Adviser and/or the Funds regarding the liquidity classifications for the Subadviser Assets as may be agreed between the parties, for purposes of the Fund’s liquidity program pursuant to Rule 22e-4 under the 1940 Act. Notwithstanding anything to the contrary in this Agreement or any other policy, procedures, guide, or document , the Adviser acknowledges that (i) the administration of the Fund’s liquidity program under Rule 22e-4 and liquidity bucketing/classification determinations thereunder is the responsibility of the Fund and Adviser, and not the Subadviser, and the Subadviser has not been delegated any primary function under the Fund’s liquidity program; (ii) the Subadviser’s views with respect to liquidity need not be specific with respect to the Fund; and (iii) the Subadviser’s views with respect to liquidity of one or more security may differ from the liquidity views and policies of the Fund and Adviser and therefore, the Company's Administrator in order to provide the Adviser and Administrator with information as reasonably requested liquidity determinations made by the Adviser or Administrator; and (v) execute account documentation, agreements, contracts and Fund with respect to the Subadviser Assets may differ from the determinations made by other documents as the Adviser shall be requested by brokers, dealers, counterparties and other persons to execute in connection with its management of the assets of the Portfolios, provided accounts that the Subadviser receives the express agreement and consent of the Adviser and/or the Board to execute such documentation, agreements, contracts and other documents. In such respect, and only for this limited purpose, the Subadviser shall act as the Adviser and/or the Portfolios' agent and attorney-in-factmanages.

Subadviser Undertakings. In all matters relating to the performance of this Agreement, the Subadviser shall act in conformity with the Company's Articles Trust’s Agreement and Declaration of IncorporationTrust, By-Laws, and current Prospectus and with the written instructions and directions of the Board and the Adviser. The Subadviser hereby agrees to: (i) regularly (but no less frequently than quarterly) report to the Board and the Adviser (in such form and frequency as the Adviser and the Subadviser mutually agree) with respect to the implementation of the investment program andprogram, in additioncompliance of the Funds with the Prospectus, provide such statistical information the 1940 Act and special reports concerning the Portfolios and/or important developments materially affecting the investments heldCode, or contemplated to be purchased, by the Portfolios, and on other topics as may reasonably be requested by the Board or the Adviser and agreed to by the SubadviserAdviser, including attendance at Board meetings, as reasonably requested, to present such information and reports to the Board; (ii) comply with evaluation procedures adopted by Board, including any amendments thereto, and use its best efforts to consult with the Company's Trust’s valuation committee and/or pricing agent regarding to assist in determining the daily valuation of securities that are not registered for public sale, not traded on any securities markets, or otherwise may be deemed illiquid for purposes of the 1940 Act and for which market quotations are not readily availablerequire fair valuation; (iii) provide provide, subject to any obligations or undertakings reasonably necessary to maintain the confidentiality of the Subadviser’s non-public information, any and all information, records and supporting documentation about the composite of accounts and the funds the Subadviser manages that have investment objectives, policies, and strategies substantially similar to those employed by the Subadviser in managing the Portfolios Funds which may be reasonably necessary, under applicable laws, to allow the Company Trust or its agent to present historical performance information concerning the Subadviser's ’s similarly managed accountsaccounts and funds, for inclusion in the Company's Trust’s Prospectus and any other reports and materials prepared by the Company Trust or its agent, in accordance with regulatory requirements; (iv) establish appropriate personal contacts with the Adviser and the Company's Administrator in order to provide the Adviser and Administrator with information requirements or as reasonably requested by the Adviser applicable federal or Administrator; and (v) execute account documentation, agreements, contracts and other documents as the Adviser shall be requested by brokers, dealers, counterparties and other persons to execute in connection with its management of the assets of the Portfolios, provided that the Subadviser receives the express agreement and consent of the Adviser and/or the Board to execute such documentation, agreements, contracts and other documents. In such respect, and only for this limited purpose, the Subadviser shall act as the Adviser and/or the Portfolios' agent and attorney-in-factstate regulatory authorities.

Subadviser Undertakings. In all matters relating to the performance of this Agreement, the Subadviser shall act in conformity with (a) the Company's Articles Trust’s Prospectus, Declaration of IncorporationTrust, By-LawsBylaws, written policies and procedures of the Fund adopted by the Board, (b) the Guidelines, (c) any other written limitations instituted by the Adviser and agreed to by the Subadviser with regard to the Subadviser Assets, and current Prospectus and with the (d) any written instructions and directions of the Board or the Adviser (so long as (x) none of the foregoing would cause the Subadviser to violate applicable law or regulation and (y) the AdviserSubadviser is provided a reasonable period of time to comply with the foregoing). The Subadviser hereby agrees to: (i) regularly (but no less frequently than quarterly) report to the Board and the Adviser (in such form and frequency as the Adviser and Subadviser mutually agree) with respect to the implementation of the investment program andInvestment Program, in additioncompliance of the Subadviser Assets with the Prospectus, provide such statistical information the Guidelines, the 1940 Act and special reports concerning the Portfolios and/or important developments materially affecting the investments heldCode, or contemplated to be purchased, by the Portfolios, and other topics as may reasonably be requested by the Board or the Adviser and agreed to by the SubadviserAdviser, including attendance at attending Board meetings, as reasonably requested, to present such information and reports to the Board; (ii) make themselves available, upon reasonable request by the Adviser, the Trust’s pricing agent and/or valuation committee, taking into account the time sensitive nature of the matter, to consult with the Company's Adviser, the Trust’s pricing agent or valuation committee regarding the valuation of securities that are not registered for public sale, not traded on any securities markets, or otherwise may be deemed illiquid for purposes of the 1940 Act and Subadviser Assets for which market quotations are not readily availablethe Adviser, the Trust’s pricing agent or valuation committee seeks assistance from the Subadviser or identifies for review by the Subadviser. Notwithstanding the foregoing, the Adviser acknowledges that (a) the Subadviser’s valuation policies may differ from the valuation policies of the Trust’s pricing agent and valuation committee and (b) therefore, the valuations made by the Fund with respect to the Subadviser Assets may differ from the valuations made by or on behalf of the Subadviser for other accounts that the Subadviser manages; (iii) provide in connection with any securities or other investments purchased, sold, retained or borrowed for the Subadviser Assets, arrange for the transmission to the Custodian on a daily basis such confirmation, trade tickets, and all other documents and information, records including, but not limited to, CUSIP, Sedol, or other numbers that identify the securities or other instruments to be purchased, sold, retained or borrowed on behalf of the Fund, as may be reasonably necessary to enable the Custodian to perform its custodial, administrative, and supporting documentation recordkeeping responsibilities with respect to the Fund. Communication by the Subadviser via electronic means is acceptable to the Adviser, the Custodian or the administrator. (the “Administrator”); (iv) with respect to securities or other instruments of the Subadviser Assets to be settled through the Custodian, arrange for the transmission of such trades to the Custodian by the end of the day upon which such transaction occurs. For the avoidance of doubt, the parties acknowledge that the Subadviser is not a custodian of the Fund’s assets and that it will not take possession or custody of such assets; (v) confirm all trades made on behalf of the Subadviser Assets with each executing broker and counterparty daily to facilitate accurate trade settlement and verify open positions (including cash). The Subadviser shall notify the Custodian, on behalf of the Fund, promptly (ideally within one business day) upon becoming aware of any trade which the Subadviser believes was not executed in accordance with its instructions. The Fund or its designee may also conduct a reconciliation of trades as reported from executing brokers and counterparties and the Subadviser shall reasonably cooperate with the Fund or such designee in order to effect such reconciliation, including without limitation by arranging for reasonable access by the Fund or such designee to the files and websites of the executing brokers and counterparties to the extent such access is available; (vi) promptly review each holdings reconciliation report relating to the Subadviser Assets that it receives from the Custodian and accounting agent and/or the Adviser, as appropriate, and shall use commercially reasonable efforts to resolve all open reconciliation items, including trade breaks, contained in such report promptly (ideally, within one business day) after the time as of which the Subadviser receives such report. Further, the Subadviser shall perform a net asset value reconciliation of the Subadviser Assets on a monthly basis and provide a copy of such reconciliation to the Adviser; (vii) use commercially reasonable efforts to prepare and cause to be filed in a timely manner Form 13F and Schedules 13D or 13G, if required, with respect to securities held in the Subadviser Assets, without regard for any other assets held by the Trust or the Fund, unless specifically informed otherwise by the Adviser (it being understood that unless notified otherwise in writing, the Subadviser shall consider such securities as being subject to its investment discretion for purposes of Form 13F). The Subadviser agrees that it shall not acquire on behalf of the Fund any equity securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (“1934 Act”) with the purpose or effect, at the time of such acquisition, of changing or influencing control of the issuer of the securities or in connection with or as a participant in any transaction having such purpose or effect, including any transaction subject to Rule 13d-3(b) promulgated under the 1934 Act; (viii) provide such historical performance, fee and expense information about the accounts and investment funds the Subadviser manages that have investment objectives, policies, and strategies substantially similar to those employed by the Subadviser in managing the Portfolios which Subadviser Assets as may be reasonably necessarynecessary to allow the Trust, the Board or their agents to fulfill their duties under applicable laws, including, without limitation, Section 15 of the 1940 Act, and to allow permit the Company Adviser to satisfy its oversight responsibilities or its agent to present historical performance satisfy any request by applicable federal or state regulatory authorities. Such information concerning the Subadviser's similarly managed accounts, for inclusion may be provided in the Company's Prospectus and any other reports and materials prepared by the Company form of a composite of accounts or its agent, in accordance with regulatory requirementson an anonymous basis; (ivix) establish appropriate personal identify, process and track all class actions for any security held within the Fund managed by the Subadviser during its management, provided that, with the prior written approval of the Adviser, the Subadviser shall be permitted to use a third party service provider that is subject to confidentiality obligations to perform such functions; provided that, for the avoidance of doubt, upon written notice to the Subadviser, the Subadviser shall cease to perform the functions set forth in this Section 2B(ix) and shall instruct any such third party service provider to cease performing such functions, and to the extent it chooses to participate in or to consent to any class action with respect to any securities that are included in the Subadviser Assets, to promptly notify the Fund and the Adviser; (x) provide reasonable assistance to the Adviser with respect to the annual audit of the Fund’s financial statements, as related to the Subadviser Assets, including, but not limited to: (a) providing broker contacts as needed for obtaining trade confirmations; (b) providing copies of term loans and swap agreements, within a reasonable time upon request by the Adviser; (c) providing reasonable assistance in obtaining trade confirmations in the event the Fund or the Fund’s independent registered public accounting firm is unable to obtain such confirmations directly from the brokers and (d) providing reasonable assistance to the Adviser in documenting market quotations of investments that are not readily ascertainable in the event the Fund or the Fund’s independent registered public accounting firm is unable to obtain such market quotations through independent means; and (xi) provide timely input to and collaborate with the Adviser and the Company's Administrator Fund (a) in order to provide determining appropriate liquidity classifications for the Adviser Subadviser Assets, for purposes of compliance with Rule 22e-4 under the 1940 Act, when effective, and Administrator in accordance with the parameters of the Fund’s liquidity program, and (b) in providing data and information as reasonably requested by the Adviser or Administrator; and (v) execute account documentation, agreements, contracts and other documents as the Adviser shall be requested by brokers, dealers, counterparties and other persons to execute in connection with its management the preparation of the assets of Fund’s shareholder reports (e.g. Form N-CSRs), census reporting forms (e.g. Form N-CEN) and portfolio holdings reporting forms (e.g. Forms N-Q and/or N-PORT) or the Portfolios, provided that the Subadviser receives the express agreement and consent of the Adviser and/or the Board to execute such documentation, agreements, contracts and other documents. In such respect, and only for this limited purpose, the Subadviser shall act as the Adviser and/or the Portfolios' agent and attorney-in-factfinancial reports contained therein.

Subadviser Undertakings. In all matters relating to the performance of this Agreement, the Subadviser shall act in conformity with the CompanyTrust's Articles of Incorporation, By-By- Laws, and current Prospectus and with the written instructions and directions of the Board and the Adviser. The Subadviser hereby agrees to: (i) regularly (but no less frequently than quarterly) report to the Board and the Adviser (in such form and frequency as the Adviser and Subadviser mutually agree) with respect to the implementation of the investment program andProgram, in additioncompliance of the Subadviser Assets with the Prospectus, provide such statistical information the 1940 Act and special reports concerning the Portfolios and/or important developments materially affecting the investments heldCode, or contemplated to be purchased, by the Portfolios, and on other topics as may reasonably be requested by the Board or the Adviser and agreed to by the SubadviserAdviser, including attendance at Board meetings, as reasonably requested, to present such information and reports to the Board; (ii) comply with valuation procedures adopted by Board, including any amendments thereto, and consult with the CompanyTrust's pricing agent regarding the valuation of securities that are not registered for public sale, not traded on any securities markets, or otherwise may be deemed illiquid for purposes of the 1940 Act and for which market quotations are not readily availablerequire fair valuation; (iii) provide provide, subject to any obligations or undertakings reasonably necessary to maintain the confidentiality of the Subadviser's non-public information, any and all information, records and supporting documentation about the composite of accounts and the funds the Subadviser manages that have investment objectives, policies, and strategies substantially similar to those employed by the Subadviser in managing the Portfolios Subadviser Assets which may be reasonably necessary, under applicable laws, to allow the Company Trust or its agent to present historical performance information concerning the Subadviser's similarly managed accountsaccounts and funds, for inclusion in the CompanyTrust's Prospectus and any other reports and materials prepared by the Company Trust or its agent, in accordance with regulatory requirements;requirements or as requested by applicable federal or state regulatory authorities. (iv) establish appropriate personal contacts with identify, process and track all class actions for any security held within the Adviser and the Company's Administrator in order to provide the Adviser and Administrator with information as reasonably requested Fund managed by the Adviser or Administrator; andSubadviser during its management. (v) execute account documentationprovide reasonable assistance to the Adviser with respect to the annual audit of the Fund's financial statements, including, but not limited to: (i) providing broker contacts as needed for obtaining trade confirmations; (ii) providing copies of term loans and swap agreements, contracts within a reasonable time after the execution of such agreements; (iii) providing assistance in obtaining trade confirmations in the event the Fund or the Fund's independent registered public accounting firm is unable to obtain such confirmations directly from the brokers and other documents as (iv) obtaining market quotations for investments that are not readily ascertainable in the Adviser shall be requested by brokers, dealers, counterparties and other persons event the Fund or the Fund's independent registered public accounting firm is unable to execute in connection with its management of the assets of the Portfolios, provided that the Subadviser receives the express agreement and consent of the Adviser and/or the Board to execute obtain such documentation, agreements, contracts and other documents. In such respect, and only for this limited purpose, the Subadviser shall act as the Adviser and/or the Portfolios' agent and attorney-in-factmarket quotations through independent means.

Subadviser Undertakings. In all matters relating to the performance of this Agreement, the Subadviser shall act in conformity with the Company's Trust’s Articles of Incorporation, By-Laws, and current Prospectus and with the written instructions and directions of the Board and the Adviser. The Subadviser hereby agrees to: (i) regularly (but no less frequently than quarterly) report to the Board and the Adviser (in such form and frequency as the Adviser and Subadviser mutually agree) with respect to the implementation of the investment program andProgram, in additioncompliance of the Subadviser Assets with the Prospectus, provide such statistical information the 1940 Act and special reports concerning the Portfolios and/or important developments materially affecting the investments heldCode, or contemplated to be purchased, by the Portfolios, and on other topics as may reasonably be requested by the Board or the Adviser and agreed to by the SubadviserAdviser, including attendance at Board meetings, as reasonably requested, to present such information and reports to the Board; (ii) comply with valuation procedures adopted by the Board, including any amendments thereto, to the extent they are applicable to the Subadviser, and consult with the Company's Trust’s pricing agent regarding the valuation of securities that are not registered for public sale, not traded on any securities markets, or otherwise may be deemed illiquid for purposes of the 1940 Act and for which market quotations are not readily availablerequire fair valuation; (iii) provide provide, subject to any obligations or undertakings reasonably necessary to maintain the confidentiality of the Subadviser’s non-public information, any and all information, records and supporting documentation about the composite of accounts and the funds the Subadviser manages that have investment objectives, policies, and strategies substantially similar to those employed by the Subadviser in managing the Portfolios Subadviser Assets which may be reasonably necessary, under applicable laws, to allow the Company Trust or its agent to present historical performance information concerning the Subadviser's ’s similarly managed accountsaccounts and funds, for inclusion in the Company's Trust’s Prospectus and any other reports and materials prepared by the Company Trust or its agent, in accordance with regulatory requirements;requirements or as requested by applicable federal or state regulatory authorities. (iv) establish appropriate personal contacts with identify, process and track all class actions for any security held within the Adviser and the Company's Administrator in order to provide the Adviser and Administrator with information as reasonably requested Fund managed by the Adviser or Administrator; andSubadviser during its management. (v) execute account documentationprovide reasonable assistance to the Adviser with respect to the annual audit of the Fund’s financial statements, including, but not limited to: (i) providing broker contacts as needed for obtaining trade confirmations; (ii) providing copies of term loans and swap agreements, contracts within a reasonable time after the execution of such agreements; (iii) providing assistance in obtaining trade confirmations in the event the Fund or the Fund’s independent registered public accounting firm is unable to obtain such confirmations directly from the brokers and other documents as (iv) obtaining market quotations for investments that are not readily ascertainable in the Adviser shall be requested by brokers, dealers, counterparties and other persons event the Fund or the Fund’s independent registered public accounting firm is unable to execute in connection with its management of the assets of the Portfolios, provided that the Subadviser receives the express agreement and consent of the Adviser and/or the Board to execute obtain such documentation, agreements, contracts and other documents. In such respect, and only for this limited purpose, the Subadviser shall act as the Adviser and/or the Portfolios' agent and attorney-in-factmarket quotations through independent means.

Subadviser Undertakings. In all matters relating to the performance of this Agreement, the Subadviser shall act in conformity with (a) the Company's Articles of IncorporationTrust’s Prospectus and Agreement, By-Laws(b) the Guidelines, (c) any other written limitations instituted by the Adviser with regard to the Subadviser Assets, and current Prospectus and with the (d) any written instructions and directions of the Board or the Adviser (so long as (x) such instructions and directions do not cause the Subadviser to violate applicable law or regulation (y) the Subadviser is provided a reasonable period of time to comply with and/or to raise any implementation issues in writing to such instructions and directions and (z) in the unlikely event that the Sub-Adviser determines that it cannot comply with the limitations, instructions or directions referenced above, and no compromise can be reached with the Adviser, Sub-Adviser may resign prior to the implementation date of the limitation or instruction, notwithstanding any termination notice period set forth in Section 9. The Subadviser hereby agrees to: (i) regularly (but no less frequently than quarterly) report to the Board and the Adviser (in such form and frequency as the Adviser and Subadviser mutually agree) with respect to the implementation of the investment program andInvestment Program, in additioncompliance of the Subadviser Assets with the Prospectus, provide such statistical information the Guidelines, the 1940 Act and special reports concerning the Portfolios and/or important developments materially affecting the investments heldCode, or contemplated to be purchased, by the Portfolios, and other topics as may reasonably be requested by the Board or the Adviser and agreed to by the SubadviserAdviser, including attendance at attending Board meetings, as reasonably requested, to present such information and reports to the Board; (ii) make themselves available, upon reasonable request by the Adviser, the Trust’s pricing agent and/or valuation committee, taking into account the time sensitive nature of the matter, to consult with the Company's Adviser, the Trust’s pricing agent or valuation committee regarding the valuation of securities that are not registered for public sale, not traded on any securities markets, or otherwise may be deemed illiquid for purposes of the 1940 Act and Subadviser Assets for which market quotations are not readily availablethe Adviser, the Trust’s pricing agent or valuation committee seeks assistance from the Subadviser or identifies for review by the Subadviser. Notwithstanding the foregoing, the Adviser acknowledges that (a) the Subadviser’s valuation policies may differ from the valuation policies of the Trust’s pricing agent and valuation committee and (b) therefore, the valuations made by the Fund with respect to the Subadviser Assets may differ from the valuations made by or on behalf of the Subadviser for other accounts that the Subadviser manages; (iii) provide in connection with any securities or other investments purchased, sold, retained or borrowed for the Subadviser Assets, arrange for the transmission to the Custodian on a daily basis such confirmation, trade tickets, and all other documents and information, records including, but not limited to, CUSIP, Sedol, or other numbers that identify the securities or other instruments to be purchased, sold, retained or borrowed on behalf of the Fund, as may be reasonably necessary to enable the Custodian to perform its custodial, administrative, and supporting documentation recordkeeping responsibilities with respect to the Fund. Communication by the Subadviser via electronic means is acceptable to the Adviser, the Custodian or the administrator. (the “Administrator”); (iv) with respect to securities or other instruments of the Subadviser Assets to be settled through the Custodian, arrange for the transmission of the confirmation of such trades to the Custodian by the end of the day upon which such transaction occurs. For the avoidance of doubt, the parties acknowledge that the Subadviser is not a custodian of the Fund’s assets and that it will not take possession or custody of such assets; (v) reconcile all trades made on behalf of the Subadviser Assets with each executing broker and counterparty daily to facilitate accurate trade settlement and verify open positions (including cash). The Subadviser shall notify the Adviser and the Custodian, on behalf of the Fund, promptly upon becoming aware of any trade which the Subadviser believes was not executed in accordance with its instructions and in no event shall notice be delivered later than one business day after the time as of which the Subadviser becomes aware of any such trade. The Fund or its designee may also conduct a reconciliation of trades as reported from executing brokers and counterparties and the Subadviser shall reasonably cooperate with the Fund or such designee in order to effect such reconciliation, including without limitation by arranging for reasonable access by the Fund or such designee to the files and websites of the executing brokers and counterparties to the extent such access is available; (vi) promptly review each holdings reconciliation report relating to the Subadviser Assets that it receives from the Custodian and accounting agent and/or the Adviser, as appropriate, and shall use commercially reasonable efforts to resolve all open reconciliation items, including trade breaks, contained in such report within one business day after the time as of which the Subadviser receives such report. The Subadviser shall notify the Adviser and the Fund of any errors or discrepancies, including, without limitation, trade breaks, in the holdings reconciliation reports which have not been resolved within one business day no later than one business day after the time as of which the Subadviser becomes aware of any such errors or discrepancies; (vii) use commercially reasonable efforts to prepare and cause to be filed in a timely manner Form 13F and Schedules 13D or 13G, if required, with respect to securities held in the Subadviser Assets, without regard for any other assets held by the Trust or the Fund, unless specifically informed otherwise by the Adviser (it being understood that unless notified otherwise in writing, the Subadviser shall consider such securities as being subject to its investment discretion for purposes of Form 13F). The Subadviser agrees that it shall not acquire on behalf of the Fund any equity securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (“1934 Act”) with the purpose or effect, at the time of such acquisition, of changing or influencing control of the issuer of the securities or in connection with or as a participant in any transaction having such purpose or effect, including any transaction subject to Rule 13d-3(b) promulgated under the 1934 Act; (viii) provide such historical performance, fee and expense information about the accounts and investment funds the Subadviser manages that have investment objectives, policies, and strategies substantially similar to those employed by the Subadviser in managing the Portfolios which Subadviser Assets as may be reasonably necessarynecessary to allow the Trust, the Board or their agents to fulfill their duties under applicable laws, including, without limitation, Section 15 of the 1940 Act, and to allow permit the Company Adviser to satisfy its oversight responsibilities or its agent to present historical performance satisfy any request by applicable federal or state regulatory authorities. Such information concerning the Subadviser's similarly managed accounts, for inclusion may be provided in the Company's Prospectus and any other reports and materials prepared by the Company form of a composite of accounts or its agent, in accordance with regulatory requirementson an anonymous basis; (ivix) establish appropriate personal provide reasonable assistance to the Adviser with respect to the annual audit of the Fund’s financial statements, as related to the Subadviser Assets, including, but not limited to: (a) providing broker contacts as needed for obtaining trade confirmations; (b) providing copies of term loans and swap agreements, within a reasonable time upon request by the Adviser; (c) providing reasonable assistance in obtaining trade confirmations in the event the Fund or the Fund’s independent registered public accounting firm is unable to obtain such confirmations directly from the brokers and (d) provide reasonable assistance in valuing investments that are not readily ascertainable in the event the Fund or the Fund’s independent registered public accounting firm is unable to obtain such market quotations through independent means; and (x) provide timely input to and collaborate with the Adviser and the Company's Administrator Fund (a) in order to provide determining appropriate liquidity classifications for the Adviser Subadviser Assets, for purposes of compliance with Rule 22e-4 under the 1940 Act, when effective, and Administrator in accordance with the parameters of the Fund’s liquidity program, and (b) in providing data and information as reasonably requested by the Adviser or Administrator; and (v) execute account documentation, agreements, contracts and other documents as the Adviser shall be requested by brokers, dealers, counterparties and other persons to execute in connection with its management the preparation of the assets of Fund’s shareholder reports (e.g. Form N-CSRs), census reporting forms (e.g. Form N-CEN) and portfolio holdings reporting forms (e.g. Forms N-Q and/or N-PORT) or the Portfolios, provided that the Subadviser receives the express agreement and consent of the Adviser and/or the Board to execute such documentation, agreements, contracts and other documents. In such respect, and only for this limited purpose, the Subadviser shall act as the Adviser and/or the Portfolios' agent and attorney-in-factfinancial reports contained therein.

Subadviser Undertakings. In all matters relating to the performance of this Agreement, the Subadviser shall act in conformity with the Company's Trust’s Articles of Incorporation, By-Laws, and current Prospectus Prospectus, and with the written instructions and directions of the Board and the Adviser. The Subadviser hereby agrees to: (i) regularly (but no less frequently than quarterly) report to the Board and the Adviser (in such form and frequency as the Adviser and Subadviser mutually agree) with respect to the implementation of the investment program andProgram, in additioncompliance of the Subadviser Assets with the Prospectus, provide such statistical information the 1940 Act and special reports concerning the Portfolios and/or important developments materially affecting the investments heldCode, or contemplated to be purchased, by the Portfolios, and on other topics as may reasonably be requested by the Board or the Adviser and agreed to by the SubadviserAdviser, including attendance at Board meetings, as reasonably requested, to present such information and reports to the Board; (ii) comply with valuation procedures adopted by Board furnished to Subadviser, including any amendments thereto, and consult with the Company's Trust’s pricing agent regarding the valuation of securities that are not registered for public sale, not traded on any securities markets, or otherwise may be deemed illiquid for purposes of the 1940 Act and for which market quotations are not readily availablerequire fair valuation; (iii) provide provide, subject to any obligations or undertakings reasonably necessary to maintain the confidentiality of the Subadviser’s non-public information, any and all information, records and supporting documentation about the composite of accounts and the funds the Subadviser manages that have investment objectives, policies, and strategies substantially similar to those employed by the Subadviser in managing the Portfolios Subadviser Assets which may be reasonably necessary, under applicable laws, to allow the Company Trust or its agent to present historical performance information concerning the Subadviser's ’s similarly managed accountsaccounts and funds, for inclusion in the Company's Trust’s Prospectus and any other reports and materials prepared by the Company Trust or its agent, in accordance with regulatory requirementsrequirements or as requested by applicable federal or state regulatory authorities; (iv) establish appropriate personal contacts with identify, process and track all class actions for any security held within the Adviser and the Company's Administrator in order to provide the Adviser and Administrator with information as reasonably requested Fund managed by the Adviser or AdministratorSubadviser during its management; and (v) execute account documentationprovide reasonable assistance to the Adviser with respect to the annual audit of the Fund’s financial statements, including, but not limited to: (i) providing broker contacts as needed for obtaining trade confirmations; (ii) providing copies of term loans and swap agreements, contracts within a reasonable time after the execution of such agreements; (iii) providing assistance in obtaining trade confirmations in the event the Fund or the Fund’s independent registered public accounting firm is unable to obtain such confirmations directly from the brokers; and other documents as (iv) obtaining market quotations for investments that are not readily ascertainable in the Adviser shall be requested by brokers, dealers, counterparties and other persons event the Fund or the Fund’s independent registered public accounting firm is unable to execute in connection with its management of the assets of the Portfolios, provided that the Subadviser receives the express agreement and consent of the Adviser and/or the Board to execute obtain such documentation, agreements, contracts and other documents. In such respect, and only for this limited purpose, the Subadviser shall act as the Adviser and/or the Portfolios' agent and attorney-in-factmarket quotations through independent means.

Subadviser Undertakings. In all matters relating to the performance of this Agreement, the Subadviser shall act in conformity with the Company's Articles Trust’s Agreement and Declaration of IncorporationTrust, By-Laws, and current Prospectus and with the written instructions and directions of the Board and the Adviser. The Subadviser hereby agrees to: (i) regularly (but no less frequently than quarterly) report to the Board and the Adviser (in such form and frequency as the Adviser and the Subadviser mutually agree) with respect to the implementation of the investment program andprogram, in additioncompliance of the Funds with the Prospectus, provide such statistical information the 1940 Act and special reports concerning the Portfolios and/or important developments materially affecting the investments heldCode, or contemplated to be purchased, by the Portfolios, and on other topics as may reasonably be requested by the Board or the Adviser and agreed to by the SubadviserAdviser, including attendance at Board meetings, as reasonably requested, to present such information and reports to the Board; (ii) comply with evaluation procedures adopted by Board, including any amendments thereto, and use its best efforts to consult with the Company's Trust’s valuation committee and/or pricing agent regarding to assist in determining the daily valuation of securities that are not registered for public sale, not traded on any securities markets, or otherwise may be deemed illiquid for purposes of the 1940 Act and for which market quotations are not readily availablerequire fair valuation; (iii) provide provide, subject to any obligations or undertakings reasonably necessary to maintain the confidentiality of the Subadviser’s non-public information, any and all information, records and supporting documentation about the composite of accounts and the funds the Subadviser manages that have investment objectives, policies, policies and strategies substantially similar to those employed by the Subadviser in managing the Portfolios Funds which may be reasonably necessary, under applicable laws, to allow the Company Trust or its agent to present historical performance information concerning the Subadviser's ’s similarly managed accountsaccounts and funds, for inclusion in the Company's Trust’s Prospectus and any other reports and materials prepared by the Company Trust or its agent, in accordance with regulatory requirements; (iv) establish appropriate personal contacts with the Adviser and the Company's Administrator in order to provide the Adviser and Administrator with information requirements or as reasonably requested by the Adviser applicable federal or Administrator; and (v) execute account documentation, agreements, contracts and other documents as the Adviser shall be requested by brokers, dealers, counterparties and other persons to execute in connection with its management of the assets of the Portfolios, provided that the Subadviser receives the express agreement and consent of the Adviser and/or the Board to execute such documentation, agreements, contracts and other documents. In such respect, and only for this limited purpose, the Subadviser shall act as the Adviser and/or the Portfolios' agent and attorney-in-factstate regulatory authorities.

Subadviser Undertakings. In all matters relating to the performance of this Agreement, the Subadviser shall act in conformity with the CompanyTrust's Articles of Incorporation, By-Laws, and current Prospectus and with the written instructions and directions of the Board and the Adviser. The Subadviser hereby agrees to: (i) regularly (but no less frequently than quarterly) report to the Board and the Adviser (in such form and frequency as the Adviser and Subadviser mutually agree) with respect to the implementation Subadviser's services hereunder, including compliance of the investment program andSubadviser Assets with the Prospectus, in additionthe 1940 Act and the Code, provide such statistical information and special reports concerning the Portfolios and/or important developments materially affecting the investments held, or contemplated to be purchased, by the Portfolios, on other topics as may reasonably be requested by the Board or the Adviser and agreed to by the SubadviserAdviser, including attendance at Board meetings, as reasonably requested, to present such information and reports to the Board; (ii) comply with valuation procedures formally adopted by Board, including any amendments thereto that has been provided to Subadviser, and consult with the CompanyTrust's pricing agent regarding the valuation of securities that are not registered for public sale, not traded on any securities markets, or otherwise may be deemed illiquid for purposes of the 1940 Act and for which market quotations are not readily availablerequire fair valuation; (iii) provide provide, subject to any obligations or undertakings reasonably necessary to maintain the confidentiality of the Subadviser's proprietary and confidential information, any and all information, records and supporting documentation about the composite of accounts and the funds the Subadviser manages that have investment objectives, policies, and strategies substantially similar to those employed by the Subadviser in managing the Portfolios Subadviser Assets which may be reasonably necessary, under applicable laws, to allow the Company Trust or its agent to present historical performance information concerning the Subadviser's similarly managed accountsaccounts and funds, for inclusion in the CompanyTrust's Prospectus and any other reports and materials prepared by the Company Trust or its agent, in accordance with regulatory requirements; (iv) establish appropriate personal contacts with the Adviser and the Company's Administrator in order to provide the Adviser and Administrator with information requirements or as reasonably requested by the Adviser applicable federal or Administratorstate regulatory authorities; and (v) execute account documentation, agreements, contracts and other documents as the Adviser shall be requested by brokers, dealers, counterparties and other persons to execute in connection with its management of the assets of the Portfolios, provided that the Subadviser receives the express agreement and consent of the Adviser and/or the Board to execute such documentation, agreements, contracts and other documents. In such respect, and only for this limited purpose, the Subadviser shall act as have no responsibility or liability with respect to the Adviser and/or Trust's presentation of such information, unless the Portfolios' agent and attorney-in-factinformation it provides in accordance with this provision is inaccurate or incomplete.

Subadviser Undertakings. In all matters relating to the performance of this Agreement, the Subadviser shall act in conformity with the Company's applicable provisions of the Trust’s Articles of Incorporation, By-Laws, and current Prospectus and with the written instructions and directions of the Board and the Adviser. The Subadviser hereby agrees to: (i) regularly (but no less frequently than quarterly) report to the Board and the Adviser (in such form and frequency as the Adviser and Subadviser mutually agree) with respect to the implementation of the investment program andProgram, in additioncompliance of the Subadviser Assets with the Prospectus, provide such statistical information the 1940 Act and special reports concerning the Portfolios and/or important developments materially affecting the investments heldCode, or contemplated to be purchased, by the Portfolios, and on other topics as may reasonably be requested by the Board or the Adviser and agreed to by the SubadviserAdviser, including attendance at Board meetings, as reasonably requested, to present such information and reports to the Board; (ii) comply with any provisions of the valuation procedures adopted by Board, including any amendments thereto, that require the Subadviser to consult with the Company's Trust’s pricing agent and Valuation Committee regarding the valuation of securities that are not registered for public sale, not traded on any securities marketsmarket, or otherwise may be deemed illiquid for purposes of the 1940 Act and for which market quotations are not readily availablerequire fair valuation; (iii) provide provide, subject to any obligations or undertakings reasonably necessary to maintain the confidentiality of the Subadviser’s non-public information, any and all information, records and supporting documentation about the composite of accounts and the U.S. registered investment companies the Subadviser manages that have investment objectives, policies, and strategies substantially similar to those employed by the Subadviser in managing the Portfolios Subadviser Assets which may be reasonably necessary, under applicable laws, to allow the Company Trust or its agent agents to present historical performance information concerning the Subadviser's ’s similarly managed accountsaccounts and funds, for inclusion in the Company's Trust’s Prospectus and any other reports and materials prepared by the Company Trust or its agentagents, in accordance with regulatory requirementsrequirements or as requested by applicable federal or state regulatory authorities; (iv) establish appropriate personal contacts with identify, process and track all class actions for any security held within the Adviser and the Company's Administrator in order to provide the Adviser and Administrator with information as reasonably requested Fund managed by the Adviser or Administrator; andSubadviser during its management; (v) execute account documentationprovide reasonable assistance to the Adviser with respect to the annual audit of the Fund’s financial statements, including, but not limited to: (i) providing broker contacts as needed for obtaining trade confirmations; (ii) providing copies of term loans and swap agreements, contracts within a reasonable time after the execution of such agreements; (iii) providing assistance in obtaining trade confirmations in the event the Fund or the Fund’s independent registered public accounting firm is unable to obtain such confirmations directly from the brokers and other documents as (iv) obtaining market quotations for investments that are not readily ascertainable in the Adviser shall be requested by brokers, dealers, counterparties and other persons event the Fund or the Fund’s independent registered public accounting firm is unable to execute in connection with its management of the assets of the Portfolios, provided that the Subadviser receives the express agreement and consent of the Adviser and/or the Board to execute obtain such documentation, agreements, contracts and other documents. In such respect, and only for this limited purpose, the Subadviser shall act as the Adviser and/or the Portfolios' agent and attorney-in-factmarket quotations through independent means.

Subadviser Undertakings. In all matters relating to the performance of this Agreement, the Subadviser shall act in conformity with (a) the Company's Articles Trust’s Prospectus, Agreement and Declaration of IncorporationTrust, By-LawsBylaws, written policies and procedures of the Fund adopted by the Board, (b) the Guidelines, (c) any other written limitations instituted by the Adviser and agreed to by the Subadviser with regard to the Subadviser Assets, and current Prospectus and with the (d) any written instructions and directions of the Board and or the Adviser, in each case as provided in writing to the Subadviser (so long as (x) the policies, guidelines, instructions and directions set out in (a) – (d) do not cause the Subadviser to violate applicable law or regulation and (y) the Subadviser is provided a reasonable period of time to comply with such policies, guidelines, instructions and directions). The Subadviser hereby agrees to: (i) regularly (but no less frequently than quarterly) report to the Board and the Adviser (in such form and frequency as the Adviser and Subadviser mutually agree) with respect to the implementation of the investment program andInvestment Program, in additioncompliance of the Subadviser Assets with the Prospectus, provide such statistical information the Guidelines, the 1940 Act and special reports concerning the Portfolios and/or important developments materially affecting the investments heldCode, or contemplated to be purchased, by the Portfolios, and other topics as may reasonably be requested by the Board or the Adviser and agreed to by the SubadviserAdviser, including attendance at attending Board meetings, as reasonably requested, to present such information and reports to the Board; (ii) make themselves available, upon reasonable request by the Adviser, the Trust’s pricing agent and/or valuation committee, taking into account the time sensitive nature of the matter, to consult with the Company's Adviser, the Trust’s pricing agent or valuation committee regarding the valuation of securities any of the Subadviser Assets for which the Adviser, the Trust’s pricing agent or valuation committee seeks assistance from the Subadviser or identifies for review by the Subadviser. Notwithstanding the foregoing, the Adviser acknowledges that are (a) the Subadviser is not registered the pricing agent for public salethe Fund, not traded the Trust or the Subadviser Assets, (b) the Subadviser’s valuation policies may differ from the valuation policies of the Trust’s pricing agent and valuation committee and (c) therefore, the valuations made by the Fund with respect to the Subadviser Assets may differ from the valuations made by or on any securities marketsbehalf of the Subadviser for other accounts that the Subadviser manages. The Adviser further acknowledges that certain information, data or analyses may be proprietary to the Subadviser or otherwise may be deemed illiquid consist of nonpublic information, and agrees that nothing in this Agreement shall require Subadviser to provide any information, data or analysis in contravention of applicable legal or contractual requirements, and, with respect to any information that is provided, agrees to use any such information only for purposes the purpose of the 1940 Act pricing Subadviser Assets and for which market quotations are not readily availableto maintain their confidentiality; (iii) provide in connection with any securities or other investments purchased, sold, retained or borrowed for the Subadviser Assets, arrange for the transmission to the Custodian on a daily basis such confirmation, trade tickets, and all other documents and information, records including, but not limited to, CUSIP, Sedol, or other numbers that identify the securities or other instruments to be purchased, sold, retained or borrowed on behalf of the Fund, as may be reasonably necessary to enable the Custodian to perform its custodial, administrative, and supporting documentation recordkeeping responsibilities with respect to the Fund. Communication by the Subadviser via electronic means is acceptable to the Adviser, the Custodian or the administrator (the “Administrator”); (iv) with respect to securities or other instruments of the Subadviser Assets to be settled through the Custodian, arrange for the transmission of the confirmation of such trades to the Custodian. For the avoidance of doubt, the parties acknowledge that the Subadviser is not a custodian of the Fund’s assets and that it will not take possession or custody of such assets; (v) reconcile all trades made on behalf of the Subadviser Assets with each executing broker and counterparty daily to facilitate accurate trade settlement and verify open positions (including cash). The Subadviser shall notify the Adviser and the Custodian, on behalf of the Fund, promptly upon becoming aware of any trade which the Subadviser believes was not executed in accordance with its instructions and in no event shall notice be delivered later than one business day after the time as of which the Subadviser becomes aware of any such trade. The Fund or its designee may also conduct a reconciliation of trades as reported from executing brokers and counterparties and the Subadviser shall reasonably cooperate with the Fund or such designee in order to effect such reconciliation, including without limitation by arranging for reasonable access by the Fund or such designee to the files and websites of the executing brokers and counterparties to the extent such access is available; (vi) promptly review each holdings reconciliation report relating to the Subadviser Assets that it receives from the Custodian and accounting agent and/or the Adviser, as appropriate, and shall use commercially reasonable efforts to resolve all open reconciliation items, including trade breaks, contained in such report within one business day after the time as of which the Subadviser receives such report; (vii) use commercially reasonable efforts to prepare and cause to be filed in a timely manner Form 13F and Schedules 13D or 13G, if required, with respect to securities held in the Subadviser Assets, without regard for any other assets held by the Trust or the Fund, unless specifically informed otherwise by the Adviser (it being understood that unless notified otherwise in writing, the Subadviser shall consider such securities as being subject to its investment discretion for purposes of Form 13F). The Subadviser agrees that it shall not acquire on behalf of the Fund any equity securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (“1934 Act”) with the purpose or effect, at the time of such acquisition, of changing or influencing control of the issuer of the securities or in connection with or as a participant in any transaction having such purpose or effect, including any transaction subject to Rule 13d-3(b) promulgated under the 1934 Act; (viii) provide such historical performance, fee and expense information about the accounts and investment funds the Subadviser manages that have investment objectives, policies, and strategies substantially similar to those employed by the Subadviser in managing the Portfolios which Subadviser Assets as may be reasonably necessarynecessary to allow the Trust, the Board or their agents to fulfill their duties under applicable laws, including, without limitation, Section 15 of the 1940 Act, and to allow permit the Company Adviser to satisfy its oversight responsibilities or its agent to present historical performance satisfy any request by applicable federal or state regulatory authorities. Such information concerning the Subadviser's similarly managed accounts, for inclusion may be provided in the Company's Prospectus and any other reports and materials prepared by the Company form of a composite of accounts or its agent, in accordance with regulatory requirementson an anonymous basis; (ivix) establish appropriate personal provide reasonable assistance to the Adviser with respect to the annual audit of the Fund’s financial statements, as related to the Subadviser Assets, including, but not limited to: (a) providing broker contacts as needed for obtaining trade confirmations; (b) providing copies of term loans and swap agreements, within a reasonable time upon request by the Adviser; provided that any such agreements may be redacted or otherwise provided in a form that Subadviser determines to be appropriate; and (c) providing reasonable assistance in obtaining trade confirmations in the event the Fund or the Fund’s independent registered public accounting firm is unable to obtain such confirmations directly from the brokers and (d) provide reasonable assistance in valuing investments that are not readily ascertainable in the event the Fund is unable to obtain such market quotations through independent means, subject to Section 2(B)(ii); and (x) provide timely input to and collaborate with the Adviser and the Company's Administrator Fund (a) in order determining appropriate liquidity classifications for the Subadviser Assets, for purposes of compliance with Rule 22e-4 under the 1940 Act, when effective, and in accordance with the parameters of the Fund’s liquidity program, and (b) in providing data and information in connection with the preparation of the Fund’s shareholder reports (e.g. Form N-CSRs), census reporting forms (e.g. Form N-CEN) and portfolio holdings reporting forms (e.g. Forms N-Q and/or N-PORT) or the financial reports contained therein. The Sub-Adviser shall not be responsible for filing proofs of claim or otherwise initiating or otherwise determining to provide participate in class action lawsuits with respect to securities held by the Adviser and Administrator with information as reasonably requested by Subadviser Assets. In the event the Adviser or Administrator; and (v) execute account documentationcustodian engages in securities lending activities with respect to the Subadviser Assets, agreements, contracts and other documents as the Adviser shall Subadviser will not be requested by brokers, dealers, counterparties and other persons a party to execute in connection with its management or may not necessarily be aware of the assets of the Portfolios, provided such lending activities. It is understood that the Subadviser receives the express agreement and consent of the Adviser and/or the Board shall not be responsible for settlement delay or failure, corporate action failure or any related costs or loss due to execute such documentation, agreements, contracts and other documents. In such respect, and only for this limited purpose, the Subadviser shall act as the Adviser and/or the Portfolios' agent and attorney-in-factactivities.

Subadviser Undertakings. In all matters relating to the performance of this Agreement, the Subadviser shall act in conformity with (a) the Company's Articles Memorandum and Articles, (b) the stated investment objectives, policies and restrictions of Incorporationthe Fund as described in the Fund Prospectus and the policies and procedures of the Company adopted by the Board, By-Laws(c) the Guidelines, (d) any other written limitations instituted by the Adviser and agreed to by the Subadviser with regard to the Subadviser Assets, and current Prospectus and with the (e) any written instructions and directions of the Board or the Adviser (so long as (x) such instructions and directions do not cause the AdviserSubadviser to violate applicable law, rule or regulation and (y) the Subadviser is provided a reasonable period of time to comply with such instructions and directions). The Subadviser hereby agrees to: (i) regularly (but no less frequently than quarterly) report to the Board and the Adviser (in such form and frequency as the Adviser and Subadviser mutually agree) with respect to the implementation of the investment program andInvestment Program, in additioncompliance of the Subadviser Assets with the Prospectus, provide such statistical information the Guidelines, the 1940 Act and special reports concerning the Portfolios and/or important developments materially affecting the investments heldCode, or contemplated to be purchased, by the Portfolios, and other topics as may reasonably be requested by the Board or the Adviser and agreed to by the SubadviserAdviser, including attendance at attending Board meetings, as reasonably requested, to present such information and reports to the Board; (ii) make themselves available, upon reasonable request by the Adviser, the Trust’s pricing agent and/or valuation committee, taking into account the time sensitive nature of the matter, to consult with the Company's Adviser, the Trust’s pricing agent or valuation committee regarding the valuation of securities that are not registered for public sale, not traded on any securities markets, or otherwise may be deemed illiquid for purposes of the 1940 Act and Subadviser Assets for which market quotations are not readily availablethe Adviser, the Trust’s pricing agent or valuation committee seeks assistance from the Subadviser or identifies for review by the Subadviser. Notwithstanding the foregoing, the Adviser acknowledges that (a) the Subadviser’s valuation policies may differ from the valuation policies of the Trust’s pricing agent and valuation committee and (b) therefore, the valuations made by the Fund with respect to the Subadviser Assets may differ from the valuations made by or on behalf of the Subadviser for other accounts that the Subadviser manages; (iii) provide in connection with any securities or other investments purchased, sold, retained or borrowed for the Subadviser Assets, arrange for the transmission to the Custodian on a daily basis such confirmation, trade tickets, and all other documents and information, records and supporting documentation about accounts including, but not limited to, CUSIP, Sedol, or other numbers that identify the Subadviser manages that have investment objectivessecurities or other instruments to be purchased, policiessold, retained or borrowed on behalf of the Company, as may be reasonably necessary to enable the Custodian to perform its custodial, administrative, and strategies substantially similar recordkeeping responsibilities with respect to those employed the Company. Communication by the Subadviser in managing via electronic means is acceptable to the Portfolios which may be reasonably necessaryAdviser, under applicable laws, to allow the Company or its agent to present historical performance information concerning Custodian and the Subadviser's similarly managed accounts, for inclusion in administrator (the Company's Prospectus and any other reports and materials prepared by the Company or its agent, in accordance with regulatory requirements“Administrator”); (iv) establish appropriate personal contacts with respect to securities or other instruments of the Adviser and Subadviser Assets to be settled through the Custodian, arrange for the transmission of the confirmation of such trades to the Custodian by the end of the day upon which such transaction occurs. For the avoidance of doubt, the parties acknowledge that the Subadviser is not a custodian of the Company's Administrator in order to provide the Adviser ’s assets and Administrator with information as reasonably requested by the Adviser that it will not take possession or Administrator; andcustody of such assets; (v) execute account documentation, agreements, contracts confirm all trades made on behalf of the Subadviser Assets with each executing broker and other documents counterparty daily to facilitate accurate trade settlement and verify open positions (including cash). The Subadviser shall notify the Custodian promptly (ideally within one business day) upon becoming aware of any trade which the Subadviser believes was not executed in accordance with its instructions. The Company or its designee may also conduct a reconciliation of trades as the Adviser shall be requested by brokers, dealers, reported from executing brokers and counterparties and other persons to execute in connection with its management of the assets of the Portfolios, provided that the Subadviser receives the express agreement and consent of the Adviser and/or the Board to execute such documentation, agreements, contracts and other documents. In such respect, and only for this limited purpose, the Subadviser shall act as reasonably cooperate with the Adviser and/or Company or such designee in order to effect such reconciliation, including without limitation by arranging for reasonable access by the Portfolios' agent Company or such designee to the files and attorney-in-fact.websites of the executing brokers and counterparties to the extent such access is available;

Subadviser Undertakings. In all matters relating to the performance of this Agreement, the Subadviser shall act in conformity with (a) the Company's Articles Trust’s Prospectus, Agreement and Declaration of IncorporationTrust, By-LawsBylaws, written policies and procedures of the Fund adopted by the Board, (b) the Guidelines, (c) any other written limitations instituted by the Adviser and agreed to by the Subadviser with regard to the Subadviser Assets, and current Prospectus and with the (d) any written instructions and directions of the Board or the Adviser (so long as (x) such instructions and directions do not cause the AdviserSubadviser to violate applicable law or regulation and (y) the Subadviser is provided a reasonable period of time to comply with such instructions and directions). The Subadviser hereby agrees to: (i) regularly (but no less frequently than quarterly) report to the Board and the Adviser (in such form and frequency as the Adviser and Subadviser mutually agree) with respect to the implementation of the investment program andInvestment Program, in additioncompliance of the Subadviser Assets with the Prospectus, provide such statistical information the Guidelines, the 1940 Act and special reports concerning the Portfolios and/or important developments materially affecting the investments heldCode, or contemplated to be purchased, by the Portfolios, and other topics as may reasonably be requested by the Board or the Adviser and agreed to by the SubadviserAdviser, including attendance at attending Board meetings, as reasonably requested, to present such information and reports to the Board; (ii) make themselves available, upon reasonable request by the Adviser, the Trust’s pricing agent and/or valuation committee, taking into account the time sensitive nature of the matter, to consult with the Company's Adviser, the Trust’s pricing agent or valuation committee regarding the valuation of securities that are not registered for public sale, not traded on any securities markets, or otherwise may be deemed illiquid for purposes of the 1940 Act and Subadviser Assets for which market quotations are not readily availablethe Adviser, the Trust’s pricing agent or valuation committee seeks assistance from the Subadviser or identifies for review by the Subadviser. Notwithstanding the foregoing, the Adviser acknowledges that (a) the Subadviser’s valuation policies may differ from the valuation policies of the Trust’s pricing agent and valuation committee and (b) therefore, the valuations made by the Fund with respect to the Subadviser Assets may differ from the valuations made by or on behalf of the Subadviser for other accounts that the Subadviser manages; (iii) provide in connection with any securities or other investments purchased, sold, retained or borrowed for the Subadviser Assets, arrange for the transmission to the Custodian on a daily basis such confirmation, trade tickets, and all other documents and information, records including, but not limited to, CUSIP, Sedol, or other numbers that identify the securities or other instruments to be purchased, sold, retained or borrowed on behalf of the Fund, as may be reasonably necessary to enable the Custodian to perform its custodial, administrative, and supporting documentation recordkeeping responsibilities with respect to the Fund. Communication by the Subadviser via electronic means is acceptable to the Adviser, the Custodian or the administrator. (the “Administrator”); (iv) with respect to securities or other instruments of the Subadviser Assets to be settled through the Custodian, arrange for the transmission of the confirmation of such trades to the Custodian by the end of the day upon which such transaction occurs. For the avoidance of doubt, the parties acknowledge that the Subadviser is not a custodian of the Fund’s assets and that it will not take possession or custody of such assets; (v) confirm all trades made on behalf of the Subadviser Assets with each executing broker and counterparty daily to facilitate accurate trade settlement and verify open positions (including cash). The Subadviser shall notify the Custodian, on behalf of the Fund, promptly (ideally within one business day) upon becoming aware of any trade which the Subadviser believes was not executed in accordance with its instructions. The Fund or its designee may also conduct a reconciliation of trades as reported from executing brokers and counterparties and the Subadviser shall reasonably cooperate with the Fund or such designee in order to effect such reconciliation, including without limitation by arranging for reasonable access by the Fund or such designee to the files and websites of the executing brokers and counterparties to the extent such access is available; (vi) promptly review each holdings reconciliation report relating to the Subadviser Assets that it receives from the Custodian and accounting agent and/or the Adviser, as appropriate, and shall use commercially reasonable efforts to resolve all open reconciliation items, including trade breaks, contained in such report promptly (ideally, within one business day) after the time as of which the Subadviser receives such report. Further, the Subadviser shall notify the Adviser and the Fund of any errors or discrepancies, including, without limitation, trade breaks, in the holdings reconciliation reports which have not been resolved promptly (ideally, within one business day) after the time as of which the Subadviser becomes aware of any such errors or discrepancies; (vii) use commercially reasonable efforts to prepare and cause to be filed in a timely manner Form 13F and Schedules 13D or 13G, if required, with respect to securities held in the Subadviser Assets, without regard for any other assets held by the Trust or the Fund, unless specifically informed otherwise by the Adviser (it being understood that unless notified otherwise in writing, the Subadviser shall consider such securities as being subject to its investment discretion for purposes of Form 13F). The Subadviser agrees that it shall not acquire on behalf of the Fund any equity securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (“1934 Act”) with the purpose or effect, at the time of such acquisition, of changing or influencing control of the issuer of the securities or in connection with or as a participant in any transaction having such purpose or effect, including any transaction subject to Rule 13d-3(b) promulgated under the 1934 Act; (viii) provide such historical performance, fee and expense information about the accounts and investment funds the Subadviser manages that have investment objectives, policies, and strategies substantially similar to those employed by the Subadviser in managing the Portfolios which Subadviser Assets as may be reasonably necessarynecessary to allow the Trust, the Board or their agents to fulfill their duties under applicable laws, including, without limitation, Section 15 of the 1940 Act, and to allow permit the Company Adviser to satisfy its oversight responsibilities or its agent to present historical performance satisfy any request by applicable federal or state regulatory authorities. Such information concerning the Subadviser's similarly managed accounts, for inclusion may be provided in the Company's Prospectus and any other reports and materials prepared by the Company form of a composite of accounts or its agent, in accordance with regulatory requirementson an anonymous basis; (ivix) establish appropriate personal provide reasonable assistance to the Adviser with respect to the annual audit of the Fund’s financial statements, as related to the Subadviser Assets, including, but not limited to: (a) providing broker contacts as needed for obtaining trade confirmations; (b) providing copies of term loans and swap agreements, within a reasonable time upon request by the Adviser; (c) providing reasonable assistance in obtaining trade confirmations in the event the Fund or the Fund’s independent registered public accounting firm is unable to obtain such confirmations directly from the brokers and (d) provide reasonable assistance in valuing investments that are not readily ascertainable in the event the Fund or the Fund’s independent registered public accounting firm is unable to obtain such market quotations through independent means; and (x) upon request, provide timely input to and collaborate with the Adviser and the Company's Administrator Fund (a) in order to provide determining appropriate liquidity classifications for the Adviser Subadviser Assets, for purposes of compliance with Rule 22e-4 under the 1940 Act, in accordance with the parameters of the Fund’s liquidity program, and Administrator with (b) in providing data and information as reasonably requested by the Adviser or Administrator; and (v) execute account documentation, agreements, contracts and other documents as the Adviser shall be requested by brokers, dealers, counterparties and other persons to execute in connection with its management the preparation of the assets of Fund’s shareholder reports (e.g. Form N-CSRs), census reporting forms (e.g. Form N-CEN) and portfolio holdings reporting forms (e.g. Form N-PORT) or the Portfolios, provided that the Subadviser receives the express agreement and consent of the Adviser and/or the Board to execute such documentation, agreements, contracts and other documents. In such respect, and only for this limited purpose, the Subadviser shall act as the Adviser and/or the Portfolios' agent and attorney-in-factfinancial reports contained therein.

Subadviser Undertakings. In all matters relating to the performance of this Agreement, the Subadviser shall act in conformity with the CompanyTrust's Articles Agreement and Declaration of IncorporationTrust, By-Laws, and current Prospectus and with the written instructions and directions of the Board and the Adviser. The Subadviser hereby agrees to: (i) regularly (but no less frequently than quarterly) report to the Board and the Adviser (in such form and frequency as the Adviser and the Subadviser mutually agree) with respect to the implementation of the investment program andprogram, in additioncompliance of the Assets with the Prospectus, provide such statistical information the 1940 Act and special reports concerning the Portfolios and/or important developments materially affecting the investments heldCode, or contemplated to be purchased, by the Portfolios, and on other topics as may reasonably be requested by the Board or the Adviser and agreed to by the SubadviserAdviser, including attendance at Board meetings, as reasonably requested, to present such information and reports to the Board; (ii) comply with evaluation procedures adopted by Board, including any amendments thereto, and use its best efforts to consult with the CompanyTrust's valuation committee and/or pricing agent regarding to assist in determining the daily valuation of securities that are not registered for public sale, not traded on any securities markets, or otherwise may be deemed illiquid for purposes of the 1940 Act and for which market quotations are not readily availablerequire fair valuation; (iii) provide provide, subject to any obligations or undertakings reasonably necessary to maintain the confidentiality of the Subadviser's non-public information, any and all information, records and supporting documentation about the composite of accounts and the funds the Subadviser manages that have investment objectives, policies, and strategies substantially similar to those employed by the Subadviser in managing the Portfolios Assets which may be reasonably necessary, under applicable laws, to allow the Company Trust or its agent to present historical performance information concerning the Subadviser's similarly managed accountsaccounts and funds, for inclusion in the CompanyTrust's Prospectus and any other reports and materials prepared by the Company Trust or its agent, in accordance with regulatory requirements; (iv) establish appropriate personal contacts with the Adviser and the Company's Administrator in order to provide the Adviser and Administrator with information requirements or as reasonably requested by the Adviser applicable federal or Administrator; and (v) execute account documentation, agreements, contracts and other documents as the Adviser shall be requested by brokers, dealers, counterparties and other persons to execute in connection with its management of the assets of the Portfolios, provided that the Subadviser receives the express agreement and consent of the Adviser and/or the Board to execute such documentation, agreements, contracts and other documents. In such respect, and only for this limited purpose, the Subadviser shall act as the Adviser and/or the Portfolios' agent and attorney-in-factstate regulatory authorities.

Subadviser Undertakings. In all matters relating to the performance of this Agreement, the Subadviser shall act in conformity with the Company's Articles of Incorporation, By-Laws, and current Prospectus and with the written instructions and directions of the Board and the Adviser. The Subadviser hereby agrees to: (i) regularly (but no less frequently than quarterly) report to the Board and the Adviser (in such form as the Adviser and Subadviser mutually agree) with respect to the implementation of the investment program and, in addition, provide such statistical information and special reports concerning the Portfolios Portfolio and/or important developments materially affecting the investments held, or contemplated to be purchased, by the PortfoliosPortfolio, as may reasonably be requested by the Board or the Adviser and agreed to by the Subadviser, including attendance at Board meetings, as reasonably requested, to present such information and reports to the Board; (ii) consult with the Company's pricing agent regarding the valuation of securities that are not registered for public sale, not traded on any securities markets, or otherwise may be deemed illiquid for purposes of the 1940 Act and for which market quotations are not readily available; (iii) provide any and all information, records and supporting documentation about accounts the Subadviser manages that have investment objectives, policies, and strategies substantially similar to those employed by the Subadviser in managing the Portfolios Portfolio which may be reasonably necessary, under applicable laws, to allow the Company or its agent to present historical performance information concerning the Subadviser's similarly managed accounts, for inclusion in the Company's Prospectus and any other reports and materials prepared by the Company or its agent, in accordance with regulatory requirements; (iv) establish appropriate personal personnel contacts with the Adviser and the Company's Administrator in order to provide the Adviser and Administrator with information as reasonably requested by the Adviser or Administrator; and (v) execute account documentation, agreements, contracts and other documents as the Adviser shall be requested by brokers, dealers, counterparties and other persons to execute in connection with its management of the assets of the PortfoliosPortfolio, provided that the Subadviser receives the express agreement and consent of the Adviser and/or the Board to execute such documentation, agreements, contracts and other documents. The Adviser's express consent and agreement shall be deemed granted to the extent the Subadviser is acting in accordance with the Company's registration statement as may be amended from time to time. In such respect, and only for this limited purpose, the Subadviser shall act as the Adviser and/or the Portfolios' Portfolio's agent and attorney-in-fact. Notwithstanding the above, with respect to any investments, including futures contracts and options on futures contracts ("futures"), which are permitted to be made by the Subadviser, the Adviser hereby authorizes and directs the Subadviser to sign all required account documents required by a broker-dealer or a futures commission merchant, which will permit the Subadviser to establish the trading account(s) in the name of the Portfolio at such firm and to carry out its trading strategies with respect to such investments. The Company and the Adviser each acknowledges and understands that it will be bound by any such trading accounts established by the Subadviser for such trading purposes.

Subadviser Undertakings. In all matters relating to the performance of this Agreement, the Subadviser shall act in conformity with (a) the Company's Articles Trust’s Prospectus, Agreement and Declaration of IncorporationTrust, By-LawsBylaws, written policies and procedures of the Fund adopted by the Board, (b) the Guidelines, (c) any other written limitations instituted by the Adviser and agreed to by the Subadviser with regard to the Subadviser Assets, and current Prospectus and with the (d) any written instructions and directions of the Board or the Adviser (so long as (x) such instructions and directions do not cause the AdviserSubadviser to violate applicable law or regulation and (y) the Subadviser is provided a reasonable period of time to comply with such instructions and directions). The Subadviser hereby agrees to: (i) regularly (but no less frequently than quarterly) report to the Board and the Adviser (in such form and frequency as the Adviser and Subadviser mutually agree) with respect to the implementation of the investment program andInvestment Program, in additioncompliance of the Subadviser Assets with the Prospectus, provide such statistical information the Guidelines, the 1940 Act and special reports concerning the Portfolios and/or important developments materially affecting the investments heldCode, or contemplated to be purchased, by the Portfolios, and other topics as may reasonably be requested by the Board or the Adviser and agreed to by the SubadviserAdviser, including attendance at attending Board meetings, as reasonably requested, to present such information and reports to the Board; (ii) make themselves available, upon reasonable request by the Adviser, the Trust’s pricing agent and/or valuation committee, taking into account the time sensitive nature of the matter, to consult with the Company's Adviser, the Trust’s pricing agent or valuation committee regarding the valuation of securities that are not registered for public sale, not traded on any securities markets, or otherwise may be deemed illiquid for purposes of the 1940 Act and Subadviser Assets for which market quotations the Adviser, the Trust’s pricing agent or valuation committee seeks assistance from the Subadviser or identifies for review by the Subadviser. Notwithstanding the foregoing, the Adviser acknowledges that (a) the Subadviser’s valuation policies may differ from the valuation policies of the Trust’s pricing agent and valuation committee (b) therefore, the valuations made by the Fund with respect to the Subadviser Assets may differ from the valuations made by or on behalf of the Subadviser for other accounts that the Subadviser manage and (c) the Fund, and not the Subadvisor, has the responsibility to ensure that the assets of the Fund are not readily availableappropriately valued in accordance with regulatory requirements; (iii) provide in connection with any securities or other investments purchased, sold, retained or borrowed for the Subadviser Assets, arrange for the transmission to the Custodian on a daily basis such confirmation, trade tickets, and all other documents and information, records including, but not limited to, CUSIP, Sedol, or other numbers that identify the securities or other instruments to be purchased, sold, retained or borrowed on behalf of the Fund, as may be reasonably necessary to enable the Custodian to perform its custodial, administrative, and supporting documentation recordkeeping responsibilities with respect to the Fund. Communication by the Subadviser via electronic means is acceptable to the Adviser, the Custodian or the administrator. (the “Administrator”); (iv) with respect to securities or other instruments of the Subadviser Assets to be settled through the Custodian, arrange for the transmission of the confirmation of such trades to the Custodian by the end of the day upon which such transaction occurs. For the avoidance of doubt, the parties acknowledge that the Subadviser is not a custodian of the Fund’s assets and that it will not take possession or custody of such assets; (v) confirm all trades made on behalf of the Subadviser Assets with each executing broker and counterparty daily to facilitate accurate trade settlement and verify open positions (including cash). The Subadviser shall notify the Custodian, on behalf of the Fund, promptly (ideally within one business day) upon becoming aware of any trade which the Subadviser believes was not executed in accordance with its instructions. The Fund or its designee may also conduct a reconciliation of trades as reported from executing brokers and counterparties and the Subadviser shall reasonably cooperate with the Fund or such designee in order to effect such reconciliation, including without limitation by arranging for reasonable access by the Fund or such designee to the files and websites of the executing brokers and counterparties to the extent such access is available; (vi) promptly review each holdings reconciliation report relating to the Subadviser Assets that it receives from the Custodian and accounting agent and/or the Adviser, as appropriate, and shall use commercially reasonable efforts to resolve all open reconciliation items, including trade breaks, contained in such report promptly (ideally, within one business day) after the time as of which the Subadviser receives such report. Further,the Subadviser shall notify the Adviser and the Fund of any errors or discrepancies, including, without limitation, trade breaks, in the holdings reconciliation reports which have not been resolved promptly (ideally, within one business day) after the time as of which the Subadviser becomes aware of any such errors or discrepancies; (vii) use commercially reasonable efforts to prepare and cause to be filed in a timely manner Form 13F and Schedules 13D or 13G, if required, with respect to securities held in the Subadviser Assets, without regard for any other assets held by the Trust or the Fund, unless specifically informed otherwise by the Adviser (it being understood that unless notified otherwise in writing, the Subadviser shall consider such securities as being subject to its investment discretion for purposes of Form 13F). The Subadviser agrees that it shall not acquire on behalf of the Fund any equity securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (“1934 Act”) with the purpose or effect, at the time of such acquisition, of changing or influencing control of the issuer of the securities or in connection with or as a participant in any transaction having such purpose or effect, including any transaction subject to Rule 13d-3(b) promulgated under the 1934 Act; (viii) provide such historical performance, fee and expense information about the accounts and investment funds the Subadviser manages that have investment objectives, policies, and strategies substantially similar to those employed by the Subadviser in managing the Portfolios which Subadviser Assets as may be reasonably necessarynecessary to allow the Trust, the Board or their agents to fulfill their duties under applicable laws, including, without limitation, Section 15 of the 1940 Act, and to allow permit the Company Adviser to satisfy its oversight responsibilities or its agent to present historical performance satisfy any request by applicable federal or state regulatory authorities. Such information concerning the Subadviser's similarly managed accounts, for inclusion may be provided in the Company's Prospectus and any other reports and materials prepared by the Company form of a composite of accounts or its agent, in accordance with regulatory requirementson an anonymous basis; (ivix) establish appropriate personal provide reasonable assistance to the Adviser with respect to the annual audit of the Fund’s financial statements, as related to the Subadviser Assets, including, but not limited to: (a) providing broker contacts as needed for obtaining trade confirmations; (b) providing copies of term loans and swap agreements, within a reasonable time upon request by the Adviser; (c) providing reasonable assistance in obtaining trade confirmations in the event the Fund or the Fund’s independent registered public accounting firm is unable to obtain such confirmations directly from the brokers and (d) provide reasonable assistance in valuing investments that are not readily ascertainable in the event the Fund or the Fund’s independent registered public accounting firm is unable to obtain such market quotations through independent means; and (x) upon request, provide timely input to and collaborate with the Adviser and the Company's Administrator Fund (a) in order to provide determining appropriate liquidity classifications for the Adviser Subadviser Assets, for purposes of compliance with Rule 22e-4 under the 1940 Act, in accordance with the parameters of the Fund’s liquidity program, and Administrator with (b) in providing data and information as reasonably requested by the Adviser or Administrator; and (v) execute account documentation, agreements, contracts and other documents as the Adviser shall be requested by brokers, dealers, counterparties and other persons to execute in connection with its management the preparation of the assets of Fund’s shareholder reports (e.g. Form N-CSRs), census reporting forms (e.g. Form N-CEN) and portfolio holdings reporting forms (e.g. Form N-PORT) or the Portfolios, provided that the Subadviser receives the express agreement and consent of the Adviser and/or the Board to execute such documentation, agreements, contracts and other documents. In such respect, and only for this limited purpose, the Subadviser shall act as the Adviser and/or the Portfolios' agent and attorney-in-factfinancial reports contained therein.

Subadviser Undertakings. In all matters relating to the performance of this Agreement, the Subadviser shall act in conformity with the Company's Articles Trust’s Declaration of IncorporationTrust, By-Laws, and current Prospectus and with the written instructions and directions of the Board and the Adviser. The Subadviser hereby agrees to: (i) regularly (but no less frequently than quarterly) report to the Board and the Adviser (in such form and frequency as the Adviser and the Subadviser mutually agree) with respect to the implementation of the investment program andprogram, in additioncompliance of the Assets with the Prospectus, provide such statistical information the 1940 Act and special reports concerning the Portfolios and/or important developments materially affecting the investments heldCode, or contemplated to be purchased, by the Portfolios, and on other topics as may reasonably be requested by the Board or the Adviser and agreed to by the SubadviserAdviser, including attendance at Board meetings, as reasonably requested, to present such information and reports to the Board; (ii) comply with valuation procedures adopted by Board, including any amendments thereto, and consult with the Company's Trust’s pricing agent regarding the valuation of securities that are not registered for public sale, not traded on any securities markets, or otherwise may be deemed illiquid for purposes of the 1940 Act and for which market quotations are not readily availablerequire fair valuation; (iii) provide provide, subject to any obligations or undertakings reasonably necessary to maintain the confidentiality of the Subadviser’s non-public information, any and all information, records and supporting documentation about the composite of accounts and the funds the Subadviser manages that have investment objectives, policies, and strategies substantially similar to those employed by the Subadviser in managing the Portfolios Assets which may be reasonably necessary, under applicable laws, to allow the Company Trust or its agent to present historical performance information concerning the Subadviser's ’s similarly managed accountsaccounts and funds, for inclusion in the Company's Trust’s Prospectus and any other reports and materials prepared by the Company Trust or its agent, in accordance with regulatory requirements; (iv) establish appropriate personal contacts with the Adviser and the Company's Administrator in order to provide the Adviser and Administrator with information requirements or as reasonably requested by the Adviser applicable federal or Administrator; and (v) execute account documentation, agreements, contracts and other documents as the Adviser shall be requested by brokers, dealers, counterparties and other persons to execute in connection with its management of the assets of the Portfolios, provided that the Subadviser receives the express agreement and consent of the Adviser and/or the Board to execute such documentation, agreements, contracts and other documents. In such respect, and only for this limited purpose, the Subadviser shall act as the Adviser and/or the Portfolios' agent and attorney-in-factstate regulatory authorities.

Subadviser Undertakings. In all matters relating to the performance of this Agreement, the Subadviser shall act in conformity with (a) the Company's Articles Fund’s Prospectus, Agreement and Declaration of IncorporationTrust, By-LawsBylaws, written policies and procedures of the Fund adopted by the Board, (b) the Guidelines, (c) any other written limitations instituted by the Adviser and agreed to by the Subadviser with regard to the Subadviser Assets, and current Prospectus and with the (d) any written instructions and directions of the Board or the Adviser (so long as (x) such instructions and directions do not cause the AdviserSubadviser to violate applicable law, rule or regulation and (y) the Subadviser is provided a reasonable period of time to comply with such instructions and directions). The Subadviser hereby agrees to: (i) regularly (but no less frequently than quarterly) report to the Board and the Adviser (in such form and frequency as the Adviser and Subadviser mutually agree) with respect to the implementation of the investment program andInvestment Program, in additioncompliance of the Subadviser Assets with the Prospectus, provide such statistical information the Guidelines, the 1940 Act and special reports concerning the Portfolios and/or important developments materially affecting the investments heldCode, or contemplated to be purchased, by the Portfolios, and other topics as may reasonably be requested by the Board or the Adviser and agreed to by the SubadviserAdviser, including attendance at attending Board meetings, as reasonably requested, to present such information and reports to the Board; (ii) make themselves available, upon reasonable request by the Adviser, the Trust’s pricing agent and/or valuation committee, taking into account the time sensitive nature of the matter, to consult with the Company's Adviser, the Trust’s pricing agent or valuation committee regarding the valuation of securities that are not registered for public sale, not traded on any securities markets, or otherwise may be deemed illiquid for purposes of the 1940 Act and Subadviser Assets for which market quotations are not readily availablethe Adviser, the Trust’s pricing agent or valuation committee seeks assistance from the Subadviser or identifies for review by the Subadviser. Notwithstanding the foregoing, the Adviser acknowledges that (a) the Subadviser’s valuation policies may differ from the valuation policies of the Trust’s pricing agent and valuation committee and (b) therefore, the valuations made by the Fund with respect to the Subadviser Assets may differ from the valuations made by or on behalf of the Subadviser for other accounts that the Subadviser manages; (iii) provide in connection with any securities or other investments purchased, sold, retained or borrowed for the Subadviser Assets, arrange for the transmission to the Custodian on a daily basis such confirmation, trade tickets, and all other documents and information, records including, but not limited to, CUSIP, Sedol, or other numbers that identify the securities or other instruments to be purchased, sold, retained or borrowed on behalf of the Fund, as may be reasonably necessary to enable the Custodian to perform its custodial, administrative, and supporting documentation recordkeeping responsibilities with respect to the Fund. Communication by the Subadviser via electronic means is acceptable to the Adviser, the Custodian and the administrator (the “Administrator”); (iv) with respect to securities or other instruments of the Subadviser Assets to be settled through the Custodian, arrange for the transmission of the confirmation of such trades to the Custodian by the end of the day upon which such transaction occurs. For the avoidance of doubt, the parties acknowledge that the Subadviser is not a custodian of the Fund’s assets and that it will not take possession or custody of such assets; (v) confirm all trades made on behalf of the Subadviser Assets with each executing broker and counterparty daily to facilitate accurate trade settlement and verify open positions (including cash). The Subadviser shall notify the Custodian promptly (ideally within one business day) upon becoming aware of any trade which the Subadviser believes was not executed in accordance with its instructions. The Fund or its designee may also conduct a reconciliation of trades as reported from executing brokers and counterparties and the Subadviser shall reasonably cooperate with the Fund or such designee in order to effect such reconciliation, including without limitation by arranging for reasonable access by the Fund or such designee to the files and websites of the executing brokers and counterparties to the extent such access is available; (vi) promptly review each holdings reconciliation report relating to the Subadviser Assets that it receives from the Custodian and accounting agent and/or the Adviser, as appropriate, and shall use commercially reasonable efforts to resolve all open reconciliation items, including trade breaks, contained in such report promptly (ideally, within one business day) after the time as of which the Subadviser receives such report. Further, the Subadviser shall notify the Adviser and the Fund of any errors or discrepancies, including, without limitation, trade breaks, in the holdings reconciliation reports which have not been resolved promptly (ideally, within one business day) after the time as of which the Subadviser becomes aware of any such errors or discrepancies; (vii) use commercially reasonable efforts to prepare and cause to be filed in a timely manner Form 13F and Schedules 13D or 13G, if required, with respect to securities held in the Subadviser Assets, without regard for any other assets held by the Trust or the Fund, unless specifically informed otherwise by the Adviser (it being understood that unless notified otherwise in writing, the Subadviser shall consider such securities as being subject to its investment discretion for purposes of Form 13F). The Subadviser agrees that it shall not acquire on behalf of the Fund any equity securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (“1934 Act”) with the purpose or effect, at the time of such acquisition, of changing or influencing control of the issuer of the securities or in connection with or as a participant in any transaction having such purpose or effect, including any transaction subject to Rule 13d-3(b) promulgated under the 1934 Act; (viii) provide such historical performance, fee and expense information about the accounts and investment funds the Subadviser manages that have investment objectives, policies, and strategies substantially similar to those employed by the Subadviser in managing the Portfolios which Subadviser Assets as may be reasonably necessarynecessary to allow the Trust, the Board or their agents to fulfill their duties under applicable laws, including, without limitation, Section 15 of the 1940 Act, and to allow permit the Company Adviser to satisfy its oversight responsibilities or its agent to present historical performance satisfy any request by applicable federal or state regulatory authorities. Such information concerning the Subadviser's similarly managed accounts, for inclusion may be provided in the Company's Prospectus and any other reports and materials prepared by the Company form of a composite of accounts or its agent, in accordance with regulatory requirementson an anonymous basis; (ivix) establish appropriate personal provide reasonable assistance to the Adviser with respect to the annual audit of the Fund’s financial statements, as related to the Subadviser Assets, including, but not limited to: (a) providing broker contacts as needed for obtaining trade confirmations; (b) providing copies of term loans and swap agreements, within a reasonable time upon request by the Adviser; (c) providing reasonable assistance in obtaining trade confirmations in the event the Fund or the Fund’s independent registered public accounting firm is unable to obtain such confirmations directly from the brokers and (d) provide reasonable assistance in valuing investments that are not readily ascertainable in the event the Fund or the Fund’s independent registered public accounting firm is unable to obtain such market quotations through independent means; and (x) upon request, provide timely input to and collaborate with the Adviser and the Company's Administrator Fund (a) in order to provide determining appropriate liquidity classifications for the Adviser Subadviser Assets, for purposes of compliance with Rule 22e-4 under the 1940 Act and Administrator in accordance with the parameters of the Fund’s liquidity program, and (b) in providing data and information as reasonably requested by the Adviser or Administrator; and (v) execute account documentation, agreements, contracts and other documents as the Adviser shall be requested by brokers, dealers, counterparties and other persons to execute in connection with its management the preparation of the assets of Fund’s shareholder reports (e.g. Form N-CSRs), census reporting forms (e.g. Form N-CEN) and portfolio holdings reporting forms (e.g. Form N-PORT) or the Portfolios, provided that the Subadviser receives the express agreement and consent of the Adviser and/or the Board to execute such documentation, agreements, contracts and other documents. In such respectfinancial reports contained therein, and only for this limited purpose, (c) in providing such information to the Subadviser shall act Fund regarding derivatives as may be requested in connection with the Adviser and/or Fund’s compliance with Rule 18f-4 under the Portfolios' agent and attorney-in-fact1940 Act.

Subadviser Undertakings. In all matters relating to the performance of this Agreement, the Subadviser shall act in conformity with (a) the Company's Articles Trust’s Prospectus, Agreement and Declaration of IncorporationTrust, By-LawsBylaws, written policies and procedures of the Fund adopted by the Board, (b) the Guidelines, (c) any other written limitations instituted by the Adviser and agreed to by the Subadviser with regard to the Subadviser Assets, and current Prospectus and with the (d) any written instructions and directions of the Board or the Adviser (so long as (x) such instructions and directions do not cause the AdviserSubadviser to violate applicable law or regulation and (y) the Subadviser is provided a reasonable period of time to comply with such instructions and directions). The Subadviser hereby agrees to: (i) regularly (but no less frequently than quarterly) report to the Board and the Adviser (in such form and frequency as the Adviser and Subadviser mutually agree) with respect to the implementation of the investment program andInvestment Program, in additioncompliance of the Subadviser Assets with the Prospectus, provide such statistical information the Guidelines, the 1940 Act and special reports concerning the Portfolios and/or important developments materially affecting the investments heldCode, or contemplated to be purchased, by the Portfolios, and other topics as may reasonably be requested by the Board or the Adviser and agreed to by the SubadviserAdviser, including attendance at attending Board meetings, as reasonably requested, to present such information and reports to the Board; (ii) make themselves available, upon reasonable request by the Adviser, the Trust’s pricing agent and/or valuation committee, taking into account the time sensitive nature of the matter, to consult with the Company's Adviser, the Trust’s pricing agent or valuation committee regarding the valuation of securities that are not registered for public sale, not traded on any securities markets, or otherwise may be deemed illiquid for purposes of the 1940 Act and Subadviser Assets for which market quotations the Adviser, the Trust’s pricing agent or valuation committee seeks assistance from the Subadviser or identifies for review by the Subadviser. Notwithstanding the foregoing, the Adviser acknowledges that (a) the Subadviser’s valuation policies may differ from the valuation policies of the Trust’s pricing agent and valuation committee (b) therefore, the valuations made by the Fund with respect to the Subadviser Assets may differ from the valuations made by or on behalf of the Subadviser for other accounts that the Subadviser manage and (c) the Fund, and not the Subadvisor, has the responsibility to ensure that the assets of the Fund are not readily availableappropriately valued in accordance with regulatory requirements; (iii) provide in connection with any securities or other investments purchased, sold, retained or borrowed for the Subadviser Assets, arrange for the transmission to the Custodian on a daily basis such confirmation, trade tickets, and all other documents and information, records including, but not limited to, CUSIP, Sedol, or other numbers that identify the securities or other instruments to be purchased, sold, retained or borrowed on behalf of the Fund, as may be reasonably necessary to enable the Custodian to perform its custodial, administrative, and supporting documentation recordkeeping responsibilities with respect to the Fund. Communication by the Subadviser via electronic means is acceptable to the Adviser, the Custodian or the administrator. (the “Administrator”); (iv) with respect to securities or other instruments of the Subadviser Assets to be settled through the Custodian, arrange for the transmission of the confirmation of such trades to the Custodian by the end of the day upon which such transaction occurs. For the avoidance of doubt, the parties acknowledge that the Subadviser is not a custodian of the Fund’s assets and that it will not take possession or custody of such assets; (v) confirm all trades made on behalf of the Subadviser Assets with each executing broker and counterparty daily to facilitate accurate trade settlement and verify open positions (including cash). The Subadviser shall notify the Custodian, on behalf of the Fund, promptly (ideally within one business day) upon becoming aware of any trade which the Subadviser believes was not executed in accordance with its instructions. The Fund or its designee may also conduct a reconciliation of trades as reported from executing brokers and counterparties and the Subadviser shall reasonably cooperate with the Fund or such designee in order to effect such reconciliation, including without limitation by arranging for reasonable access by the Fund or such designee to the files and websites of the executing brokers and counterparties to the extent such access is available; (vi) promptly review each holdings reconciliation report relating to the Subadviser Assets that it receives from the Custodian and accounting agent and/or the Adviser, as appropriate, and shall use commercially reasonable efforts to resolve all open reconciliation items, including trade breaks, contained in such report promptly (ideally, within one business day) after the time as of which the Subadviser receives such report. Further, the Subadviser shall notify the Adviser and the Fund of any errors or discrepancies, including, without limitation, trade breaks, in the holdings reconciliation reports which have not been resolved promptly (ideally, within one business day) after the time as of which the Subadviser becomes aware of any such errors or discrepancies; (vii) use commercially reasonable efforts to prepare and cause to be filed in a timely manner Form 13F and Schedules 13D or 13G, if required, with respect to securities held in the Subadviser Assets, without regard for any other assets held by the Trust or the Fund, unless specifically informed otherwise by the Adviser (it being understood that unless notified otherwise in writing, the Subadviser shall consider such securities as being subject to its investment discretion for purposes of Form 13F). The Subadviser agrees that it shall not acquire on behalf of the Fund any equity securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (“1934 Act”) with the purpose or effect, at the time of such acquisition, of changing or influencing control of the issuer of the securities or in connection with or as a participant in any transaction having such purpose or effect, including any transaction subject to Rule 13d-3(b) promulgated under the 1934 Act; (viii) provide such historical performance, fee and expense information about the accounts and investment funds the Subadviser manages that have investment objectives, policies, and strategies substantially similar to those employed by the Subadviser in managing the Portfolios which Subadviser Assets as may be reasonably necessarynecessary to allow the Trust, the Board or their agents to fulfill their duties under applicable laws, including, without limitation, Section 15 of the 1940 Act, and to allow permit the Company Adviser to satisfy its oversight responsibilities or its agent to present historical performance satisfy any request by applicable federal or state regulatory authorities. Such information concerning the Subadviser's similarly managed accounts, for inclusion may be provided in the Company's Prospectus and any other reports and materials prepared by the Company form of a composite of accounts or its agent, in accordance with regulatory requirementson an anonymous basis; (ivix) establish appropriate personal provide reasonable assistance to the Adviser with respect to the annual audit of the Fund’s financial statements, as related to the Subadviser Assets, including, but not limited to: (a) providing broker contacts as needed for obtaining trade confirmations; (b) providing copies of term loans and swap agreements, within a reasonable time upon request by the Adviser; (c) providing reasonable assistance in obtaining trade confirmations in the event the Fund or the Fund’s independent registered public accounting firm is unable to obtain such confirmations directly from the brokers and (d) provide reasonable assistance in valuing investments that are not readily ascertainable in the event the Fund or the Fund’s independent registered public accounting firm is unable to obtain such market quotations through independent means; and (x) upon request, provide timely input to and collaborate with the Adviser and the Company's Administrator Fund (a) in order to provide determining appropriate liquidity classifications for the Adviser Subadviser Assets, for purposes of compliance with Rule 22e-4 under the 1940 Act, in accordance with the parameters of the Fund’s liquidity program, and Administrator with (b) in providing data and information as reasonably requested by the Adviser or Administrator; and (v) execute account documentation, agreements, contracts and other documents as the Adviser shall be requested by brokers, dealers, counterparties and other persons to execute in connection with its management the preparation of the assets of Fund’s shareholder reports (e.g. Form N-CSRs), census reporting forms (e.g. Form N-CEN) and portfolio holdings reporting forms (e.g. Form N-PORT) or the Portfolios, provided that the Subadviser receives the express agreement and consent of the Adviser and/or the Board to execute such documentation, agreements, contracts and other documents. In such respect, and only for this limited purpose, the Subadviser shall act as the Adviser and/or the Portfolios' agent and attorney-in-factfinancial reports contained therein.

Subadviser Undertakings. In all matters relating to the performance of this Agreement, the Subadviser shall act in conformity with the Company's Articles Fund’s Agreement and Declaration of Incorporation, By-Laws, Trust and current Prospectus Offering Memorandum and with the written instructions and directions of the Board and the AdviserInvestment Manager. The Subadviser hereby agrees to: (i) regularly (but no less frequently than quarterly) report to the Board and the Adviser Investment Manager (in such form and frequency as the Adviser Investment Manager and Subadviser mutually agree) with respect to the implementation of the investment program andprogram, in additioncompliance of the Assets with the Offering Memorandum and the 1940 Act, provide such statistical information and special reports concerning the Portfolios and/or important developments materially affecting the investments held, or contemplated to be purchased, by the Portfolios, on other topics as may reasonably be requested by the Board or the Adviser and agreed to by the SubadviserInvestment Manager, including attendance at Board meetings, as reasonably requested, to present such information and reports to the Board; (ii) comply with valuation procedures adopted by Board, including any amendments thereto, and consult with the Company's Fund’s pricing agent regarding the valuation of securities that are not registered for public sale, not traded on any securities markets, or otherwise may be deemed illiquid for purposes of the 1940 Act and for which market quotations are not readily availablerequire fair valuation; (iii) provide provide, subject to any obligations or undertakings reasonably necessary to maintain the confidentiality of the Subadviser’s non-public information, any and all information, records and supporting documentation about the composite of accounts and the funds the Subadviser manages that have investment objectives, policies, and strategies substantially similar to those employed by the Subadviser in managing the Portfolios Assets which may be reasonably necessary, under applicable laws, to allow the Company Fund or its agent to present historical performance information concerning the Subadviser's ’s similarly managed accountsaccounts and funds, for inclusion in the Company's Prospectus Fund’s Offering Memorandum and any other reports and materials prepared by the Company Fund or its agent, in accordance with regulatory requirements;requirements or as requested by applicable federal or state regulatory authorities. (iv) establish appropriate personal contacts provide reasonable assistance to the Investment Manager with respect to the Adviser and the Company's Administrator in order to provide the Adviser and Administrator with information as reasonably requested by the Adviser or Administrator; and (v) execute account documentation, agreements, contracts and other documents as the Adviser shall be requested by brokers, dealers, counterparties and other persons to execute Assets in connection with its management the annual audit of the assets of Fund’s financial statements, including, but not limited to: (i) providing broker contacts as needed for obtaining trade confirmations; (ii) providing assistance in obtaining trade confirmations in the Portfolios, provided event the Fund or the Fund’s independent registered public accounting firm is unable to obtain such confirmation directly from the underlying hedge fund managers or their administrators and (iii) obtaining market quotations for investments that are not readily ascertainable in the Subadviser receives event the express agreement and consent of Fund or the Adviser and/or the Board Fund’s independent registered public accounting firm is unable to execute obtain such documentation, agreements, contracts and other documents. In such respect, and only for this limited purpose, the Subadviser shall act as the Adviser and/or the Portfolios' agent and attorney-in-factmarket quotations through independent means.

Subadviser Undertakings. In all matters relating to the performance of this Agreement, the Subadviser shall act in conformity with the Company's Trust’s Articles of Incorporation, By-Laws, and current Prospectus and with the written instructions and directions of the Board and the Adviser. The Subadviser hereby agrees to: (i) regularly (but no less frequently than quarterly) report to the Board and the Adviser (in such form and frequency as the Adviser and Subadviser mutually agree) with respect to the implementation of the investment program andprogram, in additioncompliance of the Subadviser Assets with the Prospectus, provide such statistical information the 1940 Act and special reports concerning the Portfolios and/or important developments materially affecting the investments heldCode, or contemplated to be purchased, by the Portfolios, and on other topics as may reasonably be requested by the Board or the Adviser and agreed to by the SubadviserAdviser, including attendance at Board meetings, as reasonably requested, to present such information and reports to the Board; (ii) comply with valuation procedures adopted by Board, including any amendments thereto, and consult with the Company's Trust’s pricing agent regarding the valuation of securities that are not registered for public sale, not traded on any securities markets, or otherwise may be deemed illiquid for purposes of the 1940 Act and for which market quotations are not readily availablerequire fair valuation; (iii) provide provide, subject to any obligations or undertakings reasonably necessary to maintain the confidentiality of the Subadviser’s non-public information, any and all information, records and supporting documentation about the composite of accounts and the funds the Subadviser manages that have investment objectives, policies, and strategies substantially similar to those employed by the Subadviser in managing the Portfolios Subadviser Assets which may be reasonably necessary, under applicable laws, to allow the Company Trust or its agent to present historical performance information concerning the Subadviser's ’s similarly managed accountsaccounts and funds, for inclusion in the Company's Trust’s Prospectus and any other reports and materials prepared by the Company Trust or its agent, in accordance with regulatory requirementsrequirements or as requested by applicable federal or state regulatory authorities; (iv) establish appropriate personal contacts with provide reasonable assistance to the Adviser and with respect to the Company's Administrator in order to provide the Adviser and Administrator with information as reasonably requested by the Adviser or Administrator; and (v) execute account documentation, agreements, contracts and other documents as the Adviser shall be requested by brokers, dealers, counterparties and other persons to execute Subadviser Assets in connection with its management the annual audit of the assets Fund’s financial statements, including, but not limited to: (i) providing broker contacts as needed for obtaining trade confirmations; (ii) providing copies of the Portfolios, provided that the Subadviser receives the express agreement term loans and consent of the Adviser and/or the Board to execute such documentation, swap agreements, contracts within a reasonable time after the execution of such agreements; (iii) providing assistance in obtaining trade confirmations in the event the Fund or the Fund’s independent registered public accounting firm is unable to obtain such confirmations directly from the brokers and other documents. In (iv) obtaining market quotations for investments that are not readily ascertainable in the event the Fund or the Fund’s independent registered public accounting firm is unable to obtain such respect, and only for this limited purpose, the Subadviser shall act as the Adviser and/or the Portfolios' agent and attorney-in-factmarket quotations through independent means.

Subadviser Undertakings. In all matters relating to the performance of this Agreement, the Subadviser shall act in conformity with the Company's Trust’s Articles of Incorporation, By-Laws, and current Prospectus and with the written instructions and directions of the Board and the Adviser. The Subadviser hereby agrees to: (i) regularly (but no less frequently than quarterly) report to the Board and the Adviser (in such form and frequency as the Adviser and Subadviser mutually agree) with respect to the implementation of the investment program andProgram, in additioncompliance of the Subadviser Assets with the Prospectus, provide such statistical information the 1940 Act and special reports concerning the Portfolios and/or important developments materially affecting the investments heldCode, or contemplated to be purchased, by the Portfolios, and on other topics as may reasonably be requested by the Board or the Adviser and agreed to by the SubadviserAdviser, including attendance at Board meetings, as reasonably requested, to present such information and reports to the Board; (ii) comply with valuation procedures adopted by Board, including any amendments thereto, and consult with the Company's Trust’s pricing agent regarding the valuation of securities that are not registered for public sale, not traded on any securities markets, or otherwise may be deemed illiquid for purposes of the 1940 Act and for which market quotations are not readily availablerequire fair valuation; (iii) provide provide, subject to any obligations or undertakings reasonably necessary to maintain the confidentiality of the Subadviser’s non-public information, any and all information, records and supporting documentation about the composite of accounts and the funds the Subadviser manages that have investment objectives, policies, and strategies substantially similar to those employed by the Subadviser in managing the Portfolios Subadviser Assets which may be reasonably necessary, under applicable laws, to allow the Company Trust or its agent to present historical performance information concerning the Subadviser's ’s similarly managed accountsaccounts and funds, for inclusion in the Company's Trust’s Prospectus and any other reports and materials prepared by the Company Trust or its agent, in accordance with regulatory requirements;requirements or as requested by applicable federal or state regulatory authorities. (iv) establish appropriate personal contacts with identify, process and track all class actions for any security held within the Adviser and the Company's Administrator in order to provide the Adviser and Administrator with information as reasonably requested Fund managed by the Adviser or Administrator; andSubadviser during its management (v) execute account documentationprovide reasonable assistance to the Adviser with respect to the annual audit of the Fund’s financial statements, including, but not limited to: (i) providing broker contacts as needed for obtaining trade confirmations; (ii) providing copies of term loans and swap agreements, contracts within a reasonable time after the execution of such agreements; (iii) providing assistance in obtaining trade confirmations in the event the Fund or the Fund’s independent registered public accounting firm is unable to obtain such confirmations directly from the brokers and other documents as (iv) obtaining market quotations for investments that are not readily ascertainable in the Adviser shall be requested by brokers, dealers, counterparties and other persons event the Fund or the Fund’s independent registered public accounting firm is unable to execute in connection with its management of the assets of the Portfolios, provided that the Subadviser receives the express agreement and consent of the Adviser and/or the Board to execute obtain such documentation, agreements, contracts and other documents. In such respect, and only for this limited purpose, the Subadviser shall act as the Adviser and/or the Portfolios' agent and attorney-in-factmarket quotations through independent means.

Subadviser Undertakings. In all matters relating to the performance of this Agreement, the Subadviser shall act in conformity with the Company's Articles Trust’s Declaration of IncorporationTrust, By-Laws, and current Prospectus and with the written instructions and directions of the Board and the Adviser. The Subadviser hereby agrees to: (i) regularly (but no less frequently than quarterly) report to the Board and the Adviser (in such form and frequency as the Adviser and Subadviser mutually agree) with respect to the implementation of the investment program andprogram, in additioncompliance of the Assets with the Prospectus, provide such statistical information the 1940 Act and special reports concerning the Portfolios and/or important developments materially affecting the investments heldCode, or contemplated to be purchased, by the Portfolios, and on other topics as may reasonably be requested by the Board or the Adviser and agreed to by the SubadviserAdviser, including attendance at Board meetings, as reasonably requested, to present such information and reports to the Board; (ii) comply with valuation procedures adopted by Board, including any amendments thereto, and consult with the Company's Trust’s pricing agent regarding the valuation of securities that are not registered for public sale, not traded on any securities markets, or otherwise may be deemed illiquid for purposes of the 1940 Act and for which market quotations are not readily availablerequire fair valuation; (iii) provide provide, subject to any obligations or undertakings reasonably necessary to maintain the confidentiality of the Subadviser’s non-public information, any and all information, records and supporting documentation about the composite of accounts and the funds the Subadviser manages that have investment objectives, policies, and strategies substantially similar to those employed by the Subadviser in managing the Portfolios Assets which may be reasonably necessary, under applicable laws, to allow the Company Trust or its agent to present historical performance information concerning the Subadviser's ’s similarly managed accountsaccounts and funds, for inclusion in the Company's Trust’s Prospectus and any other reports and materials prepared by the Company Trust or its agent, in accordance with regulatory requirements; (iv) establish appropriate personal contacts with the Adviser and the Company's Administrator in order to provide the Adviser and Administrator with information requirements or as reasonably requested by the Adviser applicable federal or Administrator; and (v) execute account documentation, agreements, contracts and other documents as the Adviser shall be requested by brokers, dealers, counterparties and other persons to execute in connection with its management of the assets of the Portfolios, provided that the Subadviser receives the express agreement and consent of the Adviser and/or the Board to execute such documentation, agreements, contracts and other documents. In such respect, and only for this limited purpose, the Subadviser shall act as the Adviser and/or the Portfolios' agent and attorney-in-factstate regulatory authorities.

Subadviser Undertakings. In all matters relating to the performance of this Agreement, the Subadviser shall act in conformity with (a) the Company's Articles Trust’s Prospectus, Agreement and Declaration of IncorporationTrust, By-LawsBylaws, written policies and procedures of the Fund adopted by the Board, (b) the Guidelines, (c) any other written limitations instituted by the Adviser and agreed to by the Subadviser with regard to the Subadviser Assets, and current Prospectus and with the (d) any written instructions and directions of the Board or the Adviser (so long as (x) such instructions and directions do not cause the AdviserSubadviser to violate applicable law or regulation and (y) the Subadviser is provided a reasonable period of time to comply with such instructions and directions). The Subadviser hereby agrees to: (i) regularly (but no less frequently than quarterly) report to the Board and the Adviser (in such form and frequency as the Adviser and Subadviser mutually agree) with respect to the implementation of the investment program andInvestment Program, in additioncompliance of the Subadviser Assets with the Prospectus, provide such statistical information the Guidelines, the 1940 Act and special reports concerning the Portfolios and/or important developments materially affecting the investments heldCode, or contemplated to be purchased, by the Portfolios, and other topics as may reasonably be requested by the Board or the Adviser and agreed to by the SubadviserAdviser, including attendance at attending Board meetings, as reasonably requested, to present such information and reports to the Board; (ii) make themselves available, upon reasonable request by the Adviser, the Trust’s pricing agent and/or valuation committee, taking into account the time sensitive nature of the matter, to consult with the Company's Adviser, the Trust’s pricing agent or valuation committee regarding the valuation of securities that are not registered for public sale, not traded on any securities markets, or otherwise may be deemed illiquid for purposes of the 1940 Act and Subadviser Assets for which market quotations are the Adviser, the Trust’s pricing agent or valuation committee seeks assistance from the Subadviser or identifies for review by the Subadviser. Notwithstanding the foregoing, the Adviser acknowledges that (a) the Subadviser’s valuation policies may differ from the valuation policies of the Trust’s pricing agent and valuation committee, (b) therefore, the valuations made by the Fund with respect to the Subadviser Assets may differ from the valuations made by or on behalf of the Subadviser for other accounts that the Subadviser manages and (c) notwithstanding the above, the Subadviser is not readily availableresponsible for the official valuation determination of any Subadviser Assets (or any other assets of the Fund and/or Trust); (iii) provide in connection with any securities or other investments purchased, sold, retained or borrowed for the Subadviser Assets, arrange for the transmission to the Custodian on a daily basis such confirmation, trade tickets, and all other documents and information, records including, but not limited to, CUSIP, Sedol, or other numbers that identify the securities or other instruments to be purchased, sold, retained or borrowed on behalf of the Fund, as may be reasonably necessary to enable the Custodian to perform its custodial, administrative, and supporting documentation recordkeeping responsibilities with respect to the Fund. For the avoidance of doubt, communication by the Subadviser via electronic means to any of the Adviser, the Custodian or the Trust’s administrator (the “Administrator”) shall be sufficient for these purposes; (iv) with respect to securities or other instruments of the Subadviser Assets to be settled through the Custodian, arrange for the transmission of the confirmation of such trades to the Custodian by the end of the day upon which such transaction occurs. For the avoidance of doubt, the parties acknowledge that the Subadviser is not a custodian of the Fund’s assets and that it will not take possession or custody of such assets; (v) confirm all trades made on behalf of the Subadviser Assets with each executing broker and counterparty daily to facilitate accurate trade settlement and verify open positions (including cash). The Subadviser shall notify the Custodian, on behalf of the Fund, promptly (ideally within one business day) upon becoming aware of any trade which the Subadviser believes was not executed in accordance with its instructions. The Fund or its designee may also conduct a reconciliation of trades as reported from executing brokers and counterparties and the Subadviser shall reasonably cooperate with the Fund or such designee in order to effect such reconciliation, including without limitation by arranging for reasonable access by the Fund or such designee to the files and websites of the executing brokers and counterparties to the extent such access is available; (vi) promptly review each holdings reconciliation report relating to the Subadviser Assets that it receives from the Custodian and accounting agent and/or the Adviser, as appropriate, and shall use commercially reasonable efforts to resolve all open reconciliation items, including trade breaks, contained in such report promptly (ideally, within one business day) after the time as of which the Subadviser receives such report. Further, the Subadviser shall notify the Adviser and the Fund of any errors or discrepancies, including, without limitation, trade breaks, in the holdings reconciliation reports which have not been resolved promptly (ideally, within one business day) after the time as of which the Subadviser becomes aware of any such errors or discrepancies; (vii) use commercially reasonable efforts to prepare and cause to be filed in a timely manner Form 13F and Schedules 13D or 13G, if required, with respect to securities held in the Subadviser Assets, without regard for any other assets held by the Trust or the Fund, unless specifically informed otherwise by the Adviser (it being understood that unless notified otherwise in writing, the Subadviser shall consider such securities as being subject to its investment discretion for purposes of Form 13F). The Subadviser agrees that it shall not acquire on behalf of the Fund any equity securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (“1934 Act”) with the purpose or effect, at the time of such acquisition, of changing or influencing control of the issuer of the securities or in connection with or as a participant in any transaction having such purpose or effect, including any transaction subject to Rule 13d-3(b) promulgated under the 1934 Act; (viii) provide such historical performance, fee and expense information about the accounts and investment funds the Subadviser manages that have investment objectives, policies, and strategies substantially similar to those employed by the Subadviser in managing the Portfolios which Subadviser Assets as may be reasonably necessarynecessary to allow the Trust, the Board or their agents to fulfill their duties under applicable laws, including, without limitation, Section 15 of the 1940 Act, and to allow permit the Company Adviser to satisfy its oversight responsibilities or its agent to present historical performance satisfy any request by applicable federal or state regulatory authorities. Such information concerning the Subadviser's similarly managed accounts, for inclusion may be provided in the Company's Prospectus and any other reports and materials prepared by the Company form of a composite of accounts or its agent, in accordance with regulatory requirementson an anonymous basis; (ivix) establish appropriate personal provide reasonable assistance to the Adviser with respect to the annual audit of the Fund’s financial statements, as related to the Subadviser Assets, including, but not limited to: (a) providing broker contacts as needed for obtaining trade confirmations; (b) providing copies of term loans and swap agreements, within a reasonable time upon request by the Adviser; (c) providing reasonable assistance in obtaining trade confirmations in the event the Fund or the Fund’s independent registered public accounting firm is unable to obtain such confirmations directly from the brokers and (d) provide reasonable assistance in valuing investments that are not readily ascertainable in the event the Fund or the Fund’s independent registered public accounting firm is unable to obtain such market quotations through independent means; and (x) upon request, provide timely input to and collaborate with the Adviser and the Company's Administrator Fund (a) in order determining appropriate liquidity classifications for the Subadviser Assets, for purposes of compliance with Rule 22e-4 under the 1940 Act, in accordance with the parameters of the Fund’s liquidity program, (b) in providing data and information with respect to provide the Adviser and Administrator with information as reasonably requested by the Adviser or Administrator; and (v) execute account documentation, agreements, contracts and other documents as the Adviser shall be requested by brokers, dealers, counterparties and other persons to execute Subadviser Assets in connection with its management the preparation of the assets of Fund’s shareholder reports (e.g. Form N-CSRs), census reporting forms (e.g. Form N-CEN) and portfolio holdings reporting forms (e.g. Form N-PORT) or the Portfoliosfinancial reports contained therein, provided that and (c) in providing such information to the Fund regarding derivatives within the Subadviser receives Assets as may be requested in connection with the express agreement and consent of Fund’s compliance with Rule 18f-4 under the Adviser and/or the Board to execute such documentation, agreements, contracts and other documents. In such respect, and only for this limited purpose, the Subadviser shall act as the Adviser and/or the Portfolios' agent and attorney-in-fact1940 Act.

Subadviser Undertakings. In all matters relating to the performance of this Agreement, the Subadviser shall act in conformity with (a) the Company's Articles Trust’s Prospectus, Declaration of IncorporationTrust, By-LawsBylaws, written policies and procedures of the Fund adopted by the Board, (b) the Guidelines, (c) any other written limitations instituted by the Adviser and agreed to by the Subadviser with regard to the Subadviser Assets, and current Prospectus and with the (d) any written instructions and directions of the Board or the Adviser (so long as (x) none of the foregoing would cause the Subadviser to violate applicable law or regulation and (y) the AdviserSubadviser is provided a reasonable period of time to comply with the foregoing). The Subadviser hereby agrees to: (i) regularly (but no less frequently than quarterly) report to the Board and the Adviser (in such form and frequency as the Adviser and Subadviser mutually agree) with respect to the implementation of the investment program andInvestment Program, in additioncompliance of the Subadviser Assets with the Prospectus, provide such statistical information the Guidelines, the 1940 Act and special reports concerning the Portfolios and/or important developments materially affecting the investments heldCode, or contemplated to be purchased, by the Portfolios, and other topics as may reasonably be requested by the Board or the Adviser and agreed to by the SubadviserAdviser, including attendance at attending Board meetings, as reasonably requested, to present such information and reports to the Board; (ii) make themselves available, upon reasonable request by the Adviser, to the Trust’s pricing agent and/or valuation committee, taking into account the time sensitive nature of the matter, to consult with the Company's Adviser, the Trust’s pricing agent or valuation committee regarding the valuation of securities that are not registered for public sale, not traded on any securities markets, or otherwise may be deemed illiquid for purposes of the 1940 Act and Subadviser Assets for which market quotations are not readily availablethe Adviser, the Trust’s pricing agent or valuation committee seeks assistance from the Subadviser or identifies for review by the Subadviser. Notwithstanding the foregoing, the Adviser acknowledges that (a) the Subadviser’s valuation policies may differ from the valuation policies of the Trust’s pricing agent and valuation committee and (b) therefore, the valuations made by the Fund with respect to the Subadviser Assets may differ from the valuations made by or on behalf of the Subadviser for other accounts that the Subadviser manages; (iii) provide in connection with any securities or other investments purchased, sold, retained or borrowed for the Subadviser Assets, arrange for the transmission to the Custodian on a daily basis such confirmation, trade tickets, and all other documents and information, records including, but not limited to, CUSIP, Sedol, or other numbers that identify the securities or other instruments to be purchased, sold, retained or borrowed on behalf of the Fund, as may be reasonably necessary to enable the Custodian to perform its custodial, administrative, and supporting documentation recordkeeping responsibilities with respect to the Fund. Communication by the Subadviser via electronic means is acceptable to the Adviser, the Custodian or the administrator. (the “Administrator”); (iv) with respect to securities or other instruments of the Subadviser Assets to be settled through the Custodian, arrange for the transmission of such trades to the Custodian by the end of the day upon which such transaction occurs. For the avoidance of doubt, the parties acknowledge that the Subadviser is not a custodian of the Fund’s assets and that it will not take possession or custody of such assets; (v) confirm all trades made on behalf of the Subadviser Assets with each executing broker and counterparty daily to facilitate accurate trade settlement and verify open positions (including cash). The Subadviser shall notify the Custodian, on behalf of the Fund, promptly (ideally within one business day) upon becoming aware of any trade which the Subadviser believes was not executed in accordance with its instructions. The Fund or its designee may also conduct a reconciliation of trades as reported from executing brokers and counterparties and the Subadviser shall reasonably cooperate with the Fund or such designee in order to effect such reconciliation, including without limitation by arranging for reasonable access by the Fund or such designee to the files and websites of the executing brokers and counterparties to the extent such access is available; (vi) promptly review each holdings reconciliation report relating to the Subadviser Assets that it receives from the Custodian and accounting agent and/or the Adviser, as appropriate, and shall use commercially reasonable efforts to resolve all open reconciliation items, including trade breaks, contained in such report promptly (ideally, within one business day) after the time as of which the Subadviser receives such report. Further, the Subadviser shall perform a net asset value reconciliation of the Subadviser Assets on a monthly basis and provide a copy of such reconciliation to the Adviser; (vii) use commercially reasonable efforts to prepare and cause to be filed in a timely manner Form 13F and Schedules 13D or 13G, if required, with respect to securities held in the Subadviser Assets, without regard for any other assets held by the Trust or the Fund, unless specifically informed otherwise by the Adviser (it being understood that unless notified otherwise in writing, the Subadviser shall consider such securities as being subject to its investment discretion for purposes of Form 13F). The Subadviser agrees that it shall not acquire on behalf of the Fund any equity securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (“1934 Act”) with the purpose or effect, at the time of such acquisition, of changing or influencing control of the issuer of the securities or in connection with or as a participant in any transaction having such purpose or effect, including any transaction subject to Rule 13d-3(b) promulgated under the 1934 Act; (viii) provide such historical performance, fee and expense information about the accounts and investment funds the Subadviser manages that have investment objectives, policies, and strategies substantially similar to those employed by the Subadviser in managing the Portfolios which Subadviser Assets as may be reasonably necessarynecessary to allow the Trust, the Board or their agents to fulfill their duties under applicable laws, including, without limitation, Section 15 of the 1940 Act, and to allow permit the Company Adviser to satisfy its oversight responsibilities or its agent to present historical performance satisfy any request by applicable federal or state regulatory authorities. Such information concerning the Subadviser's similarly managed accounts, for inclusion may be provided in the Company's Prospectus and any other reports and materials prepared by the Company form of a composite of accounts or its agent, in accordance with regulatory requirementson an anonymous basis; (ivix) establish appropriate personal identify, process and track all class actions for any security held within the Fund managed by the Subadviser during its management, provided that, the Subadviser shall be permitted to use a third party service provider that is acceptable to the Adviser and subject to confidentiality obligations to perform such functions; provided that, for the avoidance of doubt, upon written notice to the Subadviser, the Subadviser shall cease to perform the functions set forth in this Section 2B(ix) and shall instruct any such third party service provider to cease performing such functions, and to the extent it chooses to participate in or to consent to any class action with respect to any securities that are included in the Subadviser Assets, to promptly notify the Fund and the Adviser; (x) provide reasonable assistance to the Adviser with respect to the annual audit of the Fund’s financial statements, as related to the Subadviser Assets, including, but not limited to: (a) providing broker contacts as needed for obtaining trade confirmations; (b) providing copies of term loans and swap agreements, within a reasonable time upon request by the Adviser; (c) providing reasonable assistance in obtaining trade confirmations in the event the Fund or the Fund’s independent registered public accounting firm is unable to obtain such confirmations directly from the brokers and (d) providing reasonable assistance to the Adviser in documenting market quotations of investments that are not readily ascertainable in the event the Fund or the Fund’s independent registered public accounting firm is unable to obtain such market quotations through independent means; and (xi) provide timely input to and collaborate with the Adviser and the Company's Administrator Fund (a) in order to provide determining appropriate liquidity classifications for the Adviser Subadviser Assets, for purposes of compliance with Rule 22e-4 under the 1940 Act, when effective, and Administrator in accordance with the parameters of the Fund’s liquidity program, and (b) in providing data and information as reasonably requested by the Adviser or Administrator; and (v) execute account documentation, agreements, contracts and other documents as the Adviser shall be requested by brokers, dealers, counterparties and other persons to execute in connection with its management the preparation of the assets of Fund’s shareholder reports (e.g. Form N-CSRs), census reporting forms (e.g. Form N-CEN) and portfolio holdings reporting forms (e.g. Forms N-Q and/or N-PORT) or the Portfolios, provided that the Subadviser receives the express agreement and consent of the Adviser and/or the Board to execute such documentation, agreements, contracts and other documents. In such respect, and only for this limited purpose, the Subadviser shall act as the Adviser and/or the Portfolios' agent and attorney-in-factfinancial reports contained therein.

Subadviser Undertakings. In all matters relating to the performance of this Agreement, the Subadviser shall act in conformity with the Company's Trust’s Articles of Incorporation, By-Laws, and current Prospectus and with the written instructions and directions of the Board and the Adviser. The Subadviser hereby agrees to: (i) regularly (but no less frequently than quarterly) report to the Board and the Adviser (in such form and frequency as the Adviser and Subadviser mutually agree) with respect to the implementation of the investment program andProgram, in additioncompliance of the Subadviser Assets with the Prospectus, provide such statistical information the 1940 Act and special reports concerning the Portfolios and/or important developments materially affecting the investments heldCode, or contemplated to be purchased, by the Portfolios, and on other topics as may reasonably be requested by the Board or the Adviser and agreed to by the SubadviserAdviser, including attendance at Board meetings, as reasonably requested, to present such information and reports to the Board; (ii) with valuation procedures adopted by Board, including any amendments thereto, and consult with the Company's Trust’s pricing agent regarding the valuation of securities that are not registered for public sale, not traded on any securities markets, or otherwise may be deemed illiquid for purposes of the 1940 Act and for which market quotations are not readily availablerequire fair valuation; (iii) provide provide, subject to any obligations or undertakings reasonably necessary to maintain the confidentiality of the Subadviser’s non-public information, any and all information, records and supporting documentation about the composite of accounts and the funds the Subadviser manages that have investment objectives, policies, and strategies substantially similar to those employed by the Subadviser in managing the Portfolios Subadviser Assets which may be reasonably necessary, under applicable laws, to allow the Company Trust or its agent to present historical performance information concerning the Subadviser's ’s similarly managed accountsaccounts and funds, for inclusion in the Company's Trust’s Prospectus and any other reports and materials prepared by the Company Trust or its agent, in accordance with regulatory requirements;requirements or as requested by applicable federal or state regulatory authorities. (iv) establish appropriate personal contacts with identify, process and track all class actions for any security held within the Fund managed by the Subadviser during its management subject to pre-clearance from the Adviser and the Company's Administrator in order before each filing to provide the Adviser and Administrator with information as reasonably requested by the Adviser or Administrator; andidentify any potential conflicts. (v) execute account documentationprovide reasonable assistance to the Adviser with respect to the annual audit of the Fund’s financial statements, including, but not limited to: (i) providing broker contacts as needed for obtaining trade confirmations; (ii) providing copies of term loans and swap agreements, contracts within a reasonable time after the execution of such agreements; (iii) providing assistance in obtaining trade confirmations in the event the Fund or the Fund’s independent registered public accounting firm is unable to obtain such confirmations directly from the brokers and other documents as (iv) obtaining market quotations for investments that are not readily ascertainable in the Adviser shall be requested by brokers, dealers, counterparties and other persons event the Fund or the Fund’s independent registered public accounting firm is unable to execute in connection with its management of the assets of the Portfolios, provided that the Subadviser receives the express agreement and consent of the Adviser and/or the Board to execute obtain such documentation, agreements, contracts and other documents. In such respect, and only for this limited purpose, the Subadviser shall act as the Adviser and/or the Portfolios' agent and attorney-in-factmarket quotations through independent means.

Subadviser Undertakings. In all matters relating to the performance of this Agreement, the Subadviser shall act in conformity with (a) the Company's Articles Trust’s Prospectus, Agreement and Declaration of IncorporationTrust, By-LawsBylaws, written policies and procedures of the Fund adopted by the Board, (b) the Guidelines, (c) any other written limitations instituted by the Adviser and agreed to by the Subadviser with regard to the Subadviser Assets, and current Prospectus and with the (d) any written instructions and directions of the Board or the Adviser (so long as (x) such instructions and directions do not cause the AdviserSubadviser to violate applicable law or regulation and (y) the Subadviser is provided a reasonable period of time to comply with such instructions and directions). The Subadviser hereby agrees to: (i) regularly (but no less frequently than quarterly) report to the Board and the Adviser (in such form and frequency as the Adviser and Subadviser mutually agree) with respect to the implementation of the investment program andInvestment Program, in additioncompliance of the Subadviser Assets with the Prospectus, provide such statistical information the Guidelines, the 1940 Act and special reports concerning the Portfolios and/or important developments materially affecting the investments heldCode, or contemplated to be purchased, by the Portfolios, and other topics as may reasonably be requested by the Board or the Adviser and agreed to by the SubadviserAdviser, including attendance at attending Board meetings, as reasonably requested, to present such information and reports to the Board; (ii) make themselves available, upon reasonable request by the Adviser, the Trust’s pricing agent and/or valuation committee, taking into account the time sensitive nature of the matter, to consult with the Company's Adviser, the Trust’s pricing agent or valuation committee regarding the valuation of securities that are not registered for public sale, not traded on any securities markets, or otherwise may be deemed illiquid for purposes of the 1940 Act and Subadviser Assets for which market quotations are not readily availablethe Adviser, the Trust’s pricing agent or valuation committee seeks assistance from the Subadviser or identifies for review by the Subadviser. Notwithstanding the foregoing, the Adviser acknowledges that (a) the Subadviser’s valuation policies may differ from the valuation policies of the Trust’s pricing agent and valuation committee and (b) therefore, the valuations made by the Fund with respect to the Subadviser Assets may differ from the valuations made by or on behalf of the Subadviser for other accounts that the Subadviser manages; (iii) provide in connection with any securities or other investments purchased, sold, retained or borrowed for the Subadviser Assets, arrange for the transmission to the Custodian on a daily basis such confirmation, trade tickets, and all other documents and information, records including, but not limited to, CUSIP, Sedol, or other numbers that identify the securities or other instruments to be purchased, sold, retained or borrowed on behalf of the Fund, as may be reasonably necessary to enable the Custodian to perform its custodial, administrative, and supporting documentation recordkeeping responsibilities with respect to the Fund. Communication by the Subadviser via electronic means is acceptable to the Adviser, the Custodian or the administrator. (the “Administrator”); (iv) with respect to securities or other instruments of the Subadviser Assets to be settled through the Custodian, arrange for the transmission of the confirmation of such trades to the Custodian by the end of the day upon which such transaction occurs. For the avoidance of doubt, the parties acknowledge that the Subadviser is not a custodian of the Fund’s assets and that it will not take possession or custody of such assets; (v) confirm all trades made on behalf of the Subadviser Assets with each executing broker and counterparty daily to facilitate accurate trade settlement and verify open positions (including cash). The Subadviser shall notify the Custodian, on behalf of the Fund, promptly (ideally within one business day) upon becoming aware of any trade which the Subadviser believes was not executed in accordance with its instructions. The Fund or its designee may also conduct a reconciliation of trades as reported from executing brokers and counterparties and the Subadviser shall reasonably cooperate with the Fund or such designee in order to effect such reconciliation, including without limitation by arranging for reasonable access by the Fund or such designee to the files and websites of the executing brokers and counterparties to the extent such access is available; (vi) promptly review each holdings reconciliation report relating to the Subadviser Assets that it receives from the Custodian and accounting agent and/or the Adviser, as appropriate, and shall use commercially reasonable efforts to resolve all open reconciliation items, including trade breaks, contained in such report promptly (ideally, within one business day) after the time as of which the Subadviser receives such report. Further, the Subadviser shall notify the Adviser and the Fund of any errors or discrepancies, including, without limitation, trade breaks, in the holdings reconciliation reports which have not been resolved promptly (ideally, within one business day) after the time as of which the Subadviser becomes aware of any such errors or discrepancies; (vii) use commercially reasonable efforts to prepare and cause to be filed in a timely manner Form 13F and Schedules 13D or 13G, if required, with respect to securities held in the Subadviser Assets, without regard for any other assets held by the Trust or the Fund, unless specifically informed otherwise by the Adviser (it being understood that unless notified otherwise in writing, the Subadviser shall consider such securities as being subject to its investment discretion for purposes of Form 13F). The Subadviser agrees that it shall not acquire on behalf of the Fund any equity securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (“1934 Act”) with the purpose or effect, at the time of such acquisition, of changing or influencing control of the issuer of the securities or in connection with or as a participant in any transaction having such purpose or effect, including any transaction subject to Rule 13d-3(b) promulgated under the 1934 Act; (viii) provide such historical performance, fee and expense information about the accounts and investment funds the Subadviser manages that have investment objectives, policies, and strategies substantially similar to those employed by the Subadviser in managing the Portfolios which Subadviser Assets as may be reasonably necessarynecessary to allow the Trust, the Board or their agents to fulfill their duties under applicable laws, including, without limitation, Section 15 of the 1940 Act, and to allow permit the Company Adviser to satisfy its oversight responsibilities or its agent to present historical performance satisfy any request by applicable federal or state regulatory authorities. Such information concerning the Subadviser's similarly managed accounts, for inclusion may be provided in the Company's Prospectus and any other reports and materials prepared by the Company form of a composite of accounts or its agent, in accordance with regulatory requirementson an anonymous basis; (ivix) establish appropriate personal provide reasonable assistance to the Adviser with respect to the annual audit of the Fund’s financial statements, as related to the Subadviser Assets, including, but not limited to: (a) providing broker contacts as needed for obtaining trade confirmations; (b) providing copies of term loans and swap agreements, within a reasonable time upon request by the Adviser (provided any such disclosures shall be subject to any confidentiality obligations applicable to the parties hereunder); (c) providing reasonable assistance in obtaining trade confirmations in the event the Fund or the Fund’s independent registered public accounting firm is unable to obtain such confirmations directly from the brokers and (d) provide reasonable assistance in valuing investments that are not readily ascertainable in the event the Fund or the Fund’s independent registered public accounting firm is unable to obtain such market quotations through independent means; and (x) upon request, provide timely input to and collaborate with the Adviser and the Company's Administrator Fund (a) in order to provide determining appropriate liquidity classifications for the Adviser Subadviser Assets, for purposes of compliance with Rule 22e-4 under the 1940 Act, in accordance with the parameters of the Fund’s liquidity program, (b) in providing data and Administrator with information as reasonably requested by the Adviser or Administrator; and (v) execute account documentation, agreements, contracts and other documents as the Adviser shall be requested by brokers, dealers, counterparties and other persons to execute in connection with its management the preparation of the assets of Fund’s shareholder reports (e.g. Form N-CSRs), census reporting forms (e.g. Form N-CEN) and portfolio holdings reporting forms (e.g. Form N-PORT) or the Portfolios, provided that the Subadviser receives the express agreement and consent of the Adviser and/or the Board to execute such documentation, agreements, contracts and other documents. In such respectfinancial reports contained therein, and only for this limited purpose, (c) in providing such information to the Subadviser shall act Fund regarding derivatives as may be requested in connection with the Adviser and/or Fund’s compliance with Rule 18f-4 under the Portfolios' agent and attorney-in-fact1940 Act.

Subadviser Undertakings. In all matters relating to the performance of this Agreement, the Subadviser shall act in conformity with (a) the Company's Articles stated investment objectives, policies and restrictions of Incorporationthe Funds as described in the Prospectus, By-Laws(b) the Guidelines, (c) any other written limitations instituted by the Adviser and agreed to by the Subadviser with regard to the Subadviser Assets, and current Prospectus and with the (d) any written instructions and directions of the Board or the Adviser (so long as (x) such instructions and directions do not cause the AdviserSubadviser to violate applicable law or regulation and (y) the Subadviser is provided a reasonable period of time to comply with such instructions and directions). The Subadviser hereby agrees to: (i) regularly (but no less frequently than quarterly) report to the Board and the Adviser (in such form and frequency as the Adviser and Subadviser mutually agree) with respect to the implementation of the investment program andInvestment Program, in additioncompliance of the Subadviser Assets with the Prospectus, provide such statistical information the Guidelines, the 1940 Act and special reports concerning the Portfolios and/or important developments materially affecting the investments heldCode, or contemplated to be purchased, by the Portfolios, and other topics as may reasonably be requested by the Board or the Adviser and agreed to by the SubadviserAdviser, including attendance at attending Board meetings, as reasonably requested, to present such information and reports to the Board; (ii) make themselves available, upon reasonable request by the Adviser, the Trust’s pricing agent and/or valuation committee, taking into account the time sensitive nature of the matter, to consult with the Company's Adviser, the Trust’s pricing agent or valuation committee regarding the valuation of securities that are not registered for public sale, not traded on any securities markets, or otherwise may be deemed illiquid for purposes of the 1940 Act and Subadviser Assets for which market quotations are not readily availablethe Adviser, the Trust’s pricing agent or valuation committee seeks assistance from the Subadviser or identifies for review by the Subadviser. Notwithstanding the foregoing, the Adviser acknowledges that (a) the Subadviser’s valuation policies may differ from the valuation policies of the Trust’s pricing agent and valuation committee and (b) therefore, the valuations made by the Fund with respect to the Subadviser Assets may differ from the valuations made by or on behalf of the Subadviser for other accounts that the Subadviser manages; (iii) provide in connection with any securities or other investments purchased, sold, retained or borrowed for the Subadviser Assets, arrange for the transmission to the Custodian on a daily basis such confirmation, trade tickets, and all other documents and information, records including, but not limited to, CUSIP, Sedol, or other numbers that identify the securities or other instruments to be purchased, sold, retained or borrowed on behalf of the Fund, as may be reasonably necessary to enable the Custodian to perform its custodial, administrative, and supporting documentation recordkeeping responsibilities with respect to the Fund. Communication by the Subadviser via electronic means is acceptable to the Adviser, the Custodian or the administrator (the “Administrator”). (iv) with respect to securities or other instruments of the Subadviser Assets to be settled through the Custodian, arrange for the transmission of the confirmation of such trades to the Custodian by the end of the day upon which such transaction occurs. For the avoidance of doubt, the parties acknowledge that the Subadviser is not a custodian of the Fund’s assets and that it will not take possession or custody of such assets. Title to all investments shall be held in the name of the Funds, provided that for convenience in buying, selling and exchanging securities (stocks, bonds, commercial paper, etc.), title to such securities may be held in the name of the Funds’ Custodian, or its nominee, which bank shall be selected by the Adviser. All cash and the indicia of ownership of all other investments shall be held by the Funds’ Custodian. The Subadviser shall not be liable for any act or omission of such Custodian; (v) reconcile all trades made on behalf of the Subadviser Assets with each executing broker and counterparty daily to facilitate accurate trade settlement and verify open positions (including cash). The Subadviser shall notify the Adviser and the Custodian, on behalf of the Fund, promptly upon becoming aware of any trade which the Subadviser believes was not executed in accordance with its instructions and in no event shall notice be delivered later than one business day after the time as of which the Subadviser becomes aware of any such trade the Fund or its designee may also conduct a reconciliation of trades as reported from executing brokers and counterparties and the Subadviser shall reasonably cooperate with the Fund or such designee in order to effect such reconciliation, including without limitation by arranging for reasonable access by the Fund or such designee to the files and websites of the executing brokers and counterparties to the extent such access is available; (vi) promptly review each holdings reconciliation report relating to the Subadviser Assets that it receives from the Custodian and accounting agent and/or the Adviser, as appropriate, and shall use commercially reasonable efforts to resolve all open reconciliation items, including trade breaks, contained in such report within a reasonable amount of time as of which the Subadviser receives such report. The Subadviser shall notify the Adviser and the Fund of any errors or discrepancies, including, without limitation, trade breaks, in the holdings reconciliation reports which have not been resolved within a reasonable amount of time as of which the Subadviser becomes aware of any such errors or discrepancies; (vii) use commercially reasonable efforts to prepare and cause to be filed in a timely manner Form 13F and Schedules 13D or 13G, if required, with respect to securities held in the Subadviser Assets, without regard for any other assets held by the Trust or the Fund, unless specifically informed otherwise by the Adviser (it being understood that unless notified otherwise in writing, the Subadviser shall consider such securities as being subject to its investment discretion for purposes of Form 13F). The Subadviser agrees that it shall not acquire on behalf of the Fund any equity securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (“1934 Act”) with the purpose or effect, at the time of such acquisition, of changing or influencing control of the issuer of the securities or in connection with or as a participant in any transaction having such purpose or effect, including any transaction subject to Rule 13d-3(b) promulgated under the 1934 Act; (viii) provide such historical performance, fee and expense information about the accounts and investment funds the Subadviser manages that have investment objectives, policies, and strategies substantially similar to those employed by the Subadviser in managing the Portfolios which Subadviser Assets as may be reasonably necessarynecessary to allow the Trust, the Board or their agents to fulfill their duties under applicable laws, including, without limitation, Section 15 of the 1940 Act, and to allow permit the Company Adviser to satisfy its oversight responsibilities or its agent to present historical performance satisfy any request by applicable federal or state regulatory authorities. Such information concerning the Subadviser's similarly managed accounts, for inclusion may be provided in the Company's Prospectus form of a composite of accounts or on an anonymous basis and under no circumstances will the Subadviser be required to disclose confidential information regarding any other reports and materials prepared by the Company or of its agent, in accordance with regulatory requirementsspecific clients; (ivix) establish appropriate personal provide reasonable assistance to the Adviser with respect to the annual audit of the Fund’s financial statements, as related to the Subadviser Assets, including, but not limited to: (a) providing broker contacts as needed for obtaining trade confirmations; (b) subject to a written confidentiality arrangement between the parties or to some other confidentiality obligation to which the parties have agreed in writing to be bound, providing copies of term loans and swap agreements, within a reasonable time upon request by the Adviser; (c) providing reasonable assistance in obtaining trade confirmations in the event the Fund or the Fund’s independent registered public accounting firm is unable to obtain such confirmations directly from the brokers and (d) provide reasonable assistance in valuing investments that are not readily ascertainable in the event the Fund or the Fund’s independent registered public accounting firm is unable to obtain such market quotations through independent means, provided that under no circumstances will the Subadviser be responsible or liable for the audit of the Fund; and (x) provide timely input to and collaborate with the Adviser and the Company's Administrator Fund (a) in order to provide determining appropriate liquidity classifications for the Adviser Subadviser Assets, for purposes of compliance with Rule 22e-4 under the 1940 Act, when effective, and Administrator in accordance with the parameters of the Fund’s liquidity program, and (b) in providing data and information as reasonably requested by the Adviser or Administrator; and (v) execute account documentation, agreements, contracts and other documents as the Adviser shall be requested by brokers, dealers, counterparties and other persons to execute in connection with its management the preparation of the assets Fund’s shareholder reports (e.g. Form N-CSRs), census reporting forms (e.g. Form N-CEN) and portfolio holdings reporting forms (e.g. Forms N-Q and/or N-PORT) or the financial reports contained therein. Notwithstanding any other provision to the contrary, Subadviser shall have no obligation to perform the following services: (a) shareholder services or support functions, such as responding to shareholders’ questions about the Funds or its investments or strategies, or preparing and filing materials for distribution to the Funds’ shareholders, including statistical information about the Funds and materials regarding the Funds’ performance or investments; (b) provision of legal, accounting or tax advice with respect to the Funds or its investments by the Subadviser’s in-house legal, accounting or tax departments; (c) providing employees of the PortfoliosSubadviser to serve as officers of the Funds; or (d) providing the Funds’ Chief Compliance Officer and associated staff or overseeing the Funds’ compliance program adopted pursuant to Rule 38a-1 under the 1940 Act, provided except to the extent that such oversight responsibilities are required to be performed by the Subadviser receives under its compliance program adopted pursuant to Rule 206(4)-7 under the express agreement and consent of the Adviser and/or the Board to execute such documentation, agreements, contracts and other documents. In such respect, and only for this limited purpose, the Subadviser shall act as the Adviser and/or the Portfolios' agent and attorney-in-factAdvisers Act.

Subadviser Undertakings. In all matters relating to the performance of this Agreement, the Subadviser shall act in conformity with (a) the Company's Articles Trust’s Prospectus, Agreement and Declaration of IncorporationTrust, By-LawsBylaws, written policies and procedures of the Fund adopted by the Board, (b) the Guidelines, (c) any other written limitations instituted by the Adviser and agreed to by the Subadviser with regard to the Subadviser Assets, and current Prospectus and with the (d) any written instructions and directions of the Board or the Adviser (so long as (x) such instructions and directions do not cause the AdviserSubadviser to violate applicable law or regulation and (y) the Subadviser is provided a reasonable period of time to comply with such instructions and directions). The Subadviser hereby agrees to: (i) regularly (but no less frequently than quarterly) report to the Board and the Adviser (in such form and frequency as the Adviser and Subadviser mutually agree) with respect to the implementation of the investment program andInvestment Program, in additioncompliance of the Subadviser Assets with the Prospectus, provide such statistical information the Guidelines, the 1940 Act and special reports concerning the Portfolios and/or important developments materially affecting the investments heldCode, or contemplated to be purchased, by the Portfolios, and other topics as may reasonably be requested by the Board or the Adviser and agreed to by the SubadviserAdviser, including attendance at attending Board meetings, as reasonably requested, to present such information and reports to the Board; (ii) make themselves available, upon reasonable request by the Adviser, the Trust’s pricing agent and/or valuation committee, taking into account the time sensitive nature of the matter, to consult with the Company's Adviser, the Trust’s pricing agent or valuation committee regarding the valuation of securities that are not registered for public sale, not traded on any securities markets, or otherwise may be deemed illiquid for purposes of the 1940 Act and Subadviser Assets for which market quotations are not readily availablethe Adviser, the Trust’s pricing agent or valuation committee seeks assistance from the Subadviser or identifies for review by the Subadviser. Notwithstanding the foregoing, the Adviser acknowledges that (a) the Subadviser’s valuation policies may differ from the valuation policies of the Trust’s pricing agent and valuation committee and (b) therefore, the valuations made by the Fund with respect to the Subadviser Assets may differ from the valuations made by or on behalf of the Subadviser for other accounts that the Subadviser manages; (iii) provide in connection with any securities or other investments purchased, sold, retained or borrowed for the Subadviser Assets, arrange for the transmission to the Custodian on a daily basis such confirmation, trade tickets, and all other documents and information, records and supporting documentation about accounts including, but not limited to, CUSIP, Sedol, or other numbers that identify the Subadviser manages that have investment objectivessecurities or other instruments to be purchased, policiessold, retained or borrowed on behalf of the Fund, as may be reasonably necessary to enable the Custodian to perform its custodial, administrative, and strategies substantially similar recordkeeping responsibilities with respect to those employed the Fund. Communication by the Subadviser in managing via electronic means is acceptable to the Portfolios which may be reasonably necessaryAdviser, under applicable laws, to allow the Company Custodian or its agent to present historical performance information concerning the Subadviser's similarly managed accounts, for inclusion in administrator. (the Company's Prospectus and any other reports and materials prepared by the Company or its agent, in accordance with regulatory requirements“Administrator”); (iv) establish appropriate personal with respect to securities or other instruments of the Subadviser Assets to be settled through the Custodian, arrange for the transmission of the confirmation of such trades to the Custodian by the end of the day upon which such transaction occurs. For the avoidance of doubt, the parties acknowledge that the Subadviser is not a custodian of the Fund’s assets and that it will not take possession or custody of such assets; (v) confirm all trades made on behalf of the Subadviser Assets with each executing broker and counterparty daily to facilitate accurate trade settlement and verify open positions (including cash). The Subadviser shall notify the Custodian, on behalf of the Fund, promptly (ideally within one business day) upon becoming aware of any trade which the Subadviser believes was not executed in accordance with its instructions. The Fund or its designee may also conduct a reconciliation of trades as reported from executing brokers and counterparties and the Subadviser shall reasonably cooperate with the Fund or such designee in order to effect such reconciliation, including without limitation by arranging for reasonable access by the Fund or such designee to the files and websites of the executing brokers and counterparties to the extent such access is available; (vi) promptly review each holdings reconciliation report relating to the Subadviser Assets that it receives from the Custodian and accounting agent and/or the Adviser, as appropriate, and shall use commercially reasonable efforts to resolve all open reconciliation items, including trade breaks, contained in such report promptly (ideally, within one business day) after the time as of which the Subadviser receives such report. Further, the Subadviser shall notify the Adviser and the Fund of any errors or discrepancies, including, without limitation, trade breaks, in the holdings reconciliation reports which have not been resolved promptly (ideally, within one business day) after the time as of which the Subadviser becomes aware of any such errors or discrepancies; (vii) use commercially reasonable efforts to prepare and cause to be filed in a timely manner Form 13F and Schedules 13D or 13G, if required, with respect to securities held in the Subadviser Assets, without regard for any other assets held by the Trust or the Fund, unless specifically informed otherwise by the Adviser (it being understood that unless notified otherwise in writing, the Subadviser shall consider such securities as being subject to its investment discretion for purposes of Form 13F). The Subadviser agrees that it shall not acquire on behalf of the Fund any equity securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (“1934 Act”) with the purpose or effect, at the time of such acquisition, of changing or influencing control of the issuer of the securities or in connection with or as a participant in any transaction having such purpose or effect, including any transaction subject to Rule 13d-3(b) promulgated under the 1934 Act; (viii) provide such historical performance, fee and expense information about the accounts and investment funds the Subadviser manages that are presented in the same performance composite as the Subadviser Assets, pursuant to the Global Investment Performance Standards administered by the CFA Institute, as may be reasonably necessary to allow the Trust, the Board or their agents to fulfill their duties under applicable laws, including, without limitation, Section 15 of the 1940 Act, and to permit the Adviser to satisfy its oversight responsibilities or to satisfy any request by applicable federal or state regulatory authorities. Such information may be provided in the form of a composite of accounts or on an anonymous basis; (ix) upon request, provide reasonable assistance to the Adviser with respect to the annual audit of the Fund’s financial statements, as related to the Subadviser Assets, including, but not limited to: (a) providing broker contacts as needed for obtaining trade confirmations; (b) providing copies of term loans and swap agreements, within a reasonable time upon request by the Adviser; (c) providing reasonable assistance in obtaining trade confirmations in the event the Fund or the Fund’s independent registered public accounting firm is unable to obtain such confirmations directly from the brokers and (d) provide reasonable assistance in valuing investments that are not readily ascertainable in the event the Fund or the Fund’s independent registered public accounting firm is unable to obtain such market quotations through independent means; and (x) upon request, provide timely input to and collaborate with the Adviser and the Company's Administrator Fund (a) in order to provide determining appropriate liquidity classifications for the Adviser Subadviser Assets, for purposes of compliance with Rule 22e-4 under the 1940 Act, in accordance with the parameters of the Fund’s liquidity program, and Administrator with (b) in providing data and information as reasonably requested by the Adviser or Administrator; and (v) execute account documentation, agreements, contracts and other documents as the Adviser shall be requested by brokers, dealers, counterparties and other persons to execute in connection with its management the preparation of the assets of Fund’s shareholder reports (e.g. Form N-CSRs), census reporting forms (e.g. Form N-CEN) and portfolio holdings reporting forms (e.g. Form N-PORT) or the Portfolios, provided that the Subadviser receives the express agreement and consent of the Adviser and/or the Board to execute such documentation, agreements, contracts and other documents. In such respect, and only for this limited purpose, the Subadviser shall act as the Adviser and/or the Portfolios' agent and attorney-in-factfinancial reports contained therein.