Common use of Use of Third-Party Service Providers Clause in Contracts

Use of Third-Party Service Providers. Sub-Adviser may, consistent with applicable law and subject to the provisions of this Agreement, contract with and retain an affiliated or unaffiliated third party to perform any non-investment advisory services as it determines reasonably necessary to assist it in carrying out its obligations under this Agreement. Sub-Adviser may not delegate or outsource the principal investment management services as set forth in Section 2 of this Agreement, (which shall in all cases remain an obligation to be discharged solely and directly by the Sub-Adviser), and no third-party services arrangement shall involve a third party serving as an “investment adviser” to the Funds within the meaning of the 1940 Act. Sub-Adviser shall provide thirty (30) days’ prior written notice to Adviser of the commencement of any non-investment advisory services arrangement with a third party. Sub-Adviser will act in good faith with commercially reasonable due diligence in the selection and use of any third-party service provider and will conduct reasonable oversight and supervision of third-party services. Sub-Adviser represents and warrants that any such third-party service provider: (i) shall be subject to and responsible for complying with the confidentiality and non-disclosure obligations applicable to Sub-Adviser under the terms of this Agreement; (ii) shall implement and maintain appropriate procedures and systems to protect the security and confidentiality of any information obtained in rendering services to the Sub-Adviser; (iii) shall use Fund holdings data only for purposes as may be required to render the services which they are retained to provide; and (iv) shall agree not to trade on non-public Fund information that may be supplied or obtained in rendering the services provided to Sub-Adviser. In connection with the use of any third party, Sub-Adviser acknowledges and agrees:

Use of Third-Party Service Providers. Sub-Adviser may, consistent with applicable law and subject to the provisions of this Agreement, contract with and retain an affiliated or unaffiliated third party to perform any nonassist Sub-investment advisory Adviser in the performance of the services it provides under this Agreement, as it determines reasonably necessary to assist it in carrying out its obligations under this Agreement(such third party, a “Third-Party Provider”). Sub-Adviser Adviser, however, may not delegate or outsource the principal investment management services as set forth in Section 2 of this Agreement, (which shall in all cases remain an obligation to be discharged solely and directly by the Sub-Adviser), and no third-party services arrangement shall involve a third party serving as an “investment adviser” to the Funds Portfolio within the meaning of the 1940 Act. Sub-Adviser shall promptly provide thirty (30) days’ prior written notice to Adviser of the commencement of any non-investment advisory services arrangement with a third partyThird-Party Provider. Sub-Adviser will act in good faith with commercially reasonable due diligence in the selection and use of any thirdThird-party service provider Party Provider and will conduct reasonable oversight and supervision of third-party over the applicable services. Sub-Adviser represents and warrants that any such thirdThird-party service providerParty Provider: (i) shall be subject to and responsible for complying for: (a)complying with the confidentiality and non-disclosure obligations agreed upon between Sub-Adviser and Third Party Provider, which shall include confidentiality and non-disclosure obligations substantially similar to and consistent with such obligations applicable to Sub-Adviser under the terms of this Agreement; (iib) shall implement implementing and maintain maintaining appropriate procedures and systems to protect the security and confidentiality of any confidential information obtained or developed in rendering services to the Sub-Adviser; and (iiic) shall use Fund using Portfolio holdings data only for purposes as may be required to render the services which they are retained to provide; and (ivii) shall agree not to trade on non-public Fund Portfolio information that may be supplied or obtained in rendering the services provided to Sub-Adviser. In connection with the use of any third partyThird-Party Provider, Sub-Adviser acknowledges and agrees:

Use of Third-Party Service Providers. Sub-Adviser may, consistent with applicable law and subject to the provisions of this Agreement, contract with and retain an affiliated or unaffiliated third party to perform any non-investment advisory services as it determines reasonably necessary to assist it in carrying out its obligations under this Agreement. Sub-Adviser may not delegate or outsource the principal investment management services as set forth in Section 2 of this Agreement, (which shall in all cases remain an obligation to be discharged solely and directly by the Sub-Adviser), and no third-party services arrangement shall involve a third party serving as an “investment adviser” to the Funds Portfolio(s) within the meaning of the 1940 Act. Sub-Adviser shall provide thirty (30) days’ prior written notice to Adviser of the commencement of any non-investment advisory services arrangement with a third party. Sub-Adviser will act in good faith with commercially reasonable due diligence in the selection and use of any third-party service provider and will conduct reasonable oversight and supervision of third-party services. Sub-Adviser represents and warrants that any such third-party service provider: (i) shall be subject to and responsible for complying with the confidentiality and non-disclosure obligations applicable to Sub-Adviser under the terms of this Agreement; (ii) shall implement and maintain appropriate procedures and systems to protect the security and confidentiality of any information obtained in rendering services to the Sub-Adviser; (iii) shall use Fund Portfolio holdings data only for purposes as may be required to render the services which they are retained to provide; and (iv) shall agree not to trade on non-public Fund Portfolio information that may be supplied or obtained in rendering the services provided to Sub-Adviser. In connection with the use of any third party, Sub-Adviser acknowledges and agrees:

Use of Third-Party Service Providers. Sub-Adviser may, consistent with applicable law and subject to the provisions of this Agreement, contract with and retain an affiliated or unaffiliated third party to perform any nonassist Sub-investment advisory Adviser in the performance of the services it provides under this Agreement, as it determines reasonably necessary to assist it in carrying out its obligations under this Agreement(such third party, a “Third-Party Provider”). Sub-Adviser Adviser, however, may not delegate or outsource the principal investment management services as set forth in Section 2 of this Agreement, (which shall in all cases remain an obligation to be discharged solely and directly by the Sub-Adviser), and no third-party services arrangement shall involve a third party serving as an “investment adviser” to the Funds Portfolio(s) within the meaning of the 1940 Act. Sub-Adviser shall promptly provide thirty (30) days’ prior written notice to Adviser of the commencement of any non-investment advisory services arrangement with a third partyThird-Party Provider. Sub-Adviser will act in good faith with commercially reasonable due diligence in the selection and use of any thirdThird-party service provider Party Provider and will conduct reasonable oversight and supervision of third-party over the applicable services. Sub-Adviser represents and warrants that any such thirdThird-party service providerParty Provider: (i) shall be subject to and responsible for complying for: (a)complying with the confidentiality and non-disclosure obligations agreed upon between Sub-Adviser and Third Party Provider, which shall include confidentiality and non-disclosure obligations substantially similar to and consistent with such obligations applicable to Sub-Adviser under the terms of this Agreement; (iib) shall implement implementing and maintain maintaining appropriate procedures and systems to protect the security and confidentiality of any confidential information obtained or developed in rendering services to the Sub-Adviser; and (iiic) shall use Fund using Portfolio holdings data only for purposes as may be required to render the services which they are retained to provide; and (ivii) shall agree not to trade on non-public Fund Portfolio information that may be supplied or obtained in rendering the services provided to Sub-Adviser. In connection with the use of any third partyThird-Party Provider, Sub-Adviser acknowledges and agrees:

Use of Third-Party Service Providers. Sub-Adviser may, consistent with applicable law and subject to the provisions of this Agreement, contract with and retain an affiliated or unaffiliated third party to perform any non-investment advisory services as it determines reasonably necessary to assist it in carrying out its obligations under this Agreement. Sub-Adviser may not delegate or outsource the principal investment management services as set forth in Section 2 of this Agreement, (which shall in all cases remain an obligation to be discharged solely and directly by the Sub-Adviser), and no third-party services arrangement shall involve a third party serving as an “investment adviser” to the Funds Portfolio(s) within the meaning of the 1940 Act. Sub-Adviser shall provide thirty (30) days’ prior written notice to Adviser of the commencement of before a third-party service provider begins performing any non-investment advisory services arrangement with a third partyin relation to the Sub-Adviser’s obligations or services under this Agreement. Sub-Adviser will act in good faith with commercially reasonable due diligence in the selection and use of any third-party service provider and will conduct reasonable oversight and supervision of third-party services. Sub-Adviser represents and warrants that any such third-party service provider: (i) shall be subject to and responsible for complying with the confidentiality and non-disclosure obligations applicable to Sub-Adviser under the terms of this Agreement; (ii) shall implement and maintain appropriate procedures and systems to protect the security and confidentiality of any information obtained in rendering services to the Sub-Adviser; (iii) shall use Fund Portfolio holdings data only for purposes as may be required to render the services which they are retained to provide; and (iv) shall agree not to trade on non-public Fund Portfolio information that may be supplied or obtained in rendering the services provided to Sub-Adviser. Sub-Adviser has set forth on Schedule B to this Agreement a complete list, as of the date of this Agreement, of third-party service providers with whom Sub-Adviser has contracted for services to assist Sub-Adviser in carrying out its obligations under this Agreement, along with a summary description of the services rendered by each listed provider. In connection with the use of any third party, Sub-Adviser acknowledges and agrees:

Use of Third-Party Service Providers. Sub-Adviser may, consistent with applicable law and subject to the provisions of this Agreement, contract with and retain an affiliated or unaffiliated third party to perform any non-investment advisory services as it determines reasonably necessary to assist it in carrying out its obligations under this Agreement. Sub-Adviser may not delegate or outsource the principal investment management services as set forth in Section 2 of this Agreement, (which shall in all cases remain an obligation to be discharged solely and directly by the Sub-Adviser), and no third-party services arrangement shall involve a third party serving as an “investment adviser” to the Funds Portfolio(s) within the meaning of the 1940 Act. Sub-Adviser shall provide thirty (30) days’ prior written notice to Adviser of the commencement of any non-investment advisory services arrangement with a third partyparty no later than the next regular periodic compliance report to the Adviser following commencement of such services. Sub-Adviser will act in good faith with commercially reasonable due diligence in the selection and use of any third-party service provider and will conduct reasonable oversight and supervision of third-party services. Sub-Adviser represents and warrants that any such third-party service provider: (i) shall be subject to and responsible for complying with the confidentiality and non-disclosure obligations applicable to Sub-Adviser under the terms of this Agreement; (ii) shall implement and maintain appropriate procedures and systems to protect the security and confidentiality of any information obtained in rendering services to the Sub-Adviser; (iiiii) shall use Fund Portfolio holdings data only for purposes as may be required to render the services which they are retained to provide; and (iviii) shall agree not to trade on non-public Fund information that may be supplied or obtained in rendering the services provided to Sub-Adviser. In connection with the use of any third party, Sub-Adviser acknowledges and agrees:

Use of Third-Party Service Providers. Sub-Adviser may, consistent with applicable law and subject to the provisions of this Agreement, contract with and retain an affiliated or unaffiliated third party to perform any non-investment advisory services as it determines reasonably necessary to assist it in carrying out its obligations under this Agreement. The Sub-Adviser may, as permitted by rule, regulation or position of the staff of the Commission, utilize the personnel of its affiliates, including foreign affiliates, in providing services under this Agreement, provided that Sub-Adviser remains solely responsible for the provision of investment advisory services under this Agreement.Sub-Adviser may not delegate or outsource the principal investment management services as set forth in Section 2 of this Agreement, (which shall in all cases remain an obligation to be discharged solely and directly by the Sub-Adviser), and no third-party services arrangement shall involve a third party serving as an “investment adviser” to the Funds Portfolio(s) within the meaning of the 1940 Act. Sub-Adviser shall provide thirty (30) days’ prior written notice to Adviser of the commencement of any non-investment advisory services arrangement with a third partyparty with respect to the Portfolio no later than the next regular periodic compliance report to the Adviser following commencement of such services. Sub-Adviser will act in good faith with commercially reasonable due diligence in the selection and use of any third-party service provider and will conduct reasonable oversight and supervision of third-party services. Sub-Adviser represents and warrants that any such third-party service provider: (i) shall be subject to and responsible for complying with the confidentiality and non-disclosure obligations applicable to Sub-Adviser under the terms of this Agreement; (ii) shall implement and maintain appropriate procedures and systems to protect the security and confidentiality of any information obtained in rendering services to the Sub-Adviser; (iii) shall use Fund Portfolio holdings data only for purposes as may be required to render the services which they are retained to provide; and (iv) shall agree not to trade on non-public Fund Portfolio information that may be supplied or obtained in rendering the services provided to Sub-Adviser. In connection with the use of any third party, Sub-Adviser acknowledges and agrees:

Use of Third-Party Service Providers. Sub-Adviser may, consistent with applicable law and subject to the provisions of this Agreement, contract with and retain an affiliated or unaffiliated third party to perform any non-investment advisory services as it determines reasonably necessary to assist it in carrying out its obligations under this Agreement. Sub-Sub- Adviser may not delegate or outsource the principal investment management services as set forth in Section 2 of this Agreement, (which shall in all cases remain an obligation to be discharged solely and directly by the Sub-Adviser), and no third-party services arrangement shall involve a third party serving as an “investment adviser” to the Funds Portfolio(s) within the meaning of the 1940 Act. Sub-Adviser shall provide thirty (30) days’ prior written notice to Adviser of the commencement of any non-investment advisory services arrangement with a third party. Sub-Adviser will act in good faith with commercially reasonable due diligence in the selection and use of any third-party service provider and will conduct reasonable oversight and supervision of third-party services. For purposes of this paragraph, e-mail will be considered written notice. Sub-Adviser represents and warrants that any such third-party service provider: (i) shall be subject to and responsible for complying with the confidentiality and non-disclosure obligations applicable to Sub-Adviser under the terms of this Agreement; (ii) shall implement and maintain appropriate procedures and systems to protect the security and confidentiality of any information obtained in rendering services to the Sub-Adviser; (iii) shall use Fund Portfolio holdings data only for purposes as may be required to render the services which they are retained to provide; and (iv) shall agree not to trade on non-public Fund Portfolio information that may be supplied or obtained in rendering the services provided to Sub-Adviser. In connection with the use of any third party, Sub-Adviser acknowledges and agrees:

Use of Third-Party Service Providers. Sub-Adviser may, consistent with applicable law and subject to the provisions of this Agreement, contract with and retain an affiliated or unaffiliated third party to perform any non-investment advisory services as it determines reasonably necessary to assist it in carrying out its obligations under this Agreement. Sub-Adviser may not delegate or outsource the principal investment management services as set forth in Section 2 of this Agreement, (which shall in all cases remain an obligation to be discharged solely and directly by the Sub-Adviser), and no third-party services arrangement shall involve a third party serving as an “investment adviser” to the Funds Portfolio(s) within the meaning of the 1940 Act. Sub-Adviser shall provide thirty (30) days’ prior written notice to Adviser of the commencement of any non-investment advisory services arrangement with a third party. Sub-Adviser will act in good faith with commercially reasonable due diligence in the selection and use of any third-party service provider and will conduct reasonable oversight and supervision of third-party services. For purposes of this paragraph, e-mail will be considered written notice. Sub-Adviser represents and warrants that any such third-party service provider: (i) shall be subject to and responsible for complying with the confidentiality and non-disclosure obligations applicable to Sub-Adviser under the terms of this Agreement; (ii) shall implement and maintain appropriate procedures and systems to protect the security and confidentiality of any information obtained in rendering services to the Sub-Adviser; (iii) shall use Fund Portfolio holdings data only for purposes as may be required to render the services which they are retained to provide; and (iv) shall agree not to trade on non-public Fund Portfolio information that may be supplied or obtained in rendering the services provided to Sub-Adviser. In connection with the use of any third party, Sub-Adviser acknowledges and agrees:

Use of Third-Party Service Providers. Sub-Adviser may, consistent with applicable law and subject to the provisions of this Agreement, contract with and retain an affiliated or unaffiliated third party to perform any non-investment advisory services as it determines reasonably necessary to assist it in carrying out its obligations under this Agreement. Sub-Adviser may not delegate or outsource the principal investment management services as set forth in Section 2 of this Agreement, (which shall in all cases remain an obligation to be discharged solely and directly by the Sub-Adviser), and no third-party services arrangement shall involve a third party serving as an “investment adviser” to the Funds Portfolio(s) within the meaning of the 1940 Act. Sub-Adviser shall provide thirty (30) days’ prior written notice to Adviser a list of the commencement of any all material non-investment advisory services arrangement arrangements with a third party. Sub-Adviser will act in good faith with commercially reasonable due diligence in the selection and use of any third-party service provider and will conduct reasonable oversight and supervision of third-party services. To the extent Sub-Adviser shares Portfolio holdings data with any third-party service provider, it represents and warrants that any such third-party service provider: (i) shall be subject to and responsible for complying with the confidentiality and non-disclosure obligations similar to those applicable to Sub-Adviser under the terms of this Agreement; (ii) shall implement and maintain appropriate procedures and systems to protect the security and confidentiality of any information obtained in rendering services to the Sub-Adviser; (iii) shall use Fund Portfolio holdings data only (x) for purposes as may be required to render the services which they are retained to provideprovide and/or (y) in an aggregated and anonymous format; and (iv) shall agree not to trade on non-public Fund Portfolio information that may be supplied or obtained in rendering the services provided to Sub-Adviser. In connection with the use of any third party, Sub-Adviser acknowledges and agrees:

Use of Third-Party Service Providers. Sub-Adviser may, consistent with applicable law and subject to the provisions of this Agreement, contract with and retain an affiliated or unaffiliated third party to perform any non-investment advisory services as it determines reasonably necessary to assist it in carrying out its obligations under this Agreement. Sub-Adviser may not delegate or outsource the principal investment management services as set forth in Section 2 of this Agreement, (which shall in all cases remain an obligation to be discharged solely and directly by the Sub-Adviser), and no third-party services arrangement shall involve a third party serving as an “investment adviser” to the Funds Portfolio(s) within the meaning of the 1940 Act. Sub-Adviser shall provide thirty (30) days’ prior written notice promptly to Adviser of the commencement of any non-investment advisory services arrangement with a third partyparty that relates to services provided to the Portfolio(s); provided that, any such third-party arrangements that do not involve disclosure of Portfolio holdings data or require access to the Portfolio’s custodian platform shall be disclosed as soon as reasonably practicable after the commencement of such services arrangement. Sub-Adviser will act in good faith with commercially reasonable due diligence in the selection and use of any third-party service provider and will conduct reasonable oversight and supervision of third-party services. Sub-Adviser represents and warrants that any such third-party service provider: (i) shall be subject to and responsible for complying with the confidentiality and non-disclosure obligations applicable to Sub-Adviser under the terms of this Agreement; (ii) shall implement and maintain appropriate procedures and systems to protect the security and confidentiality of any information obtained in rendering services to the Sub-Adviser; (iii) shall use Fund Portfolio holdings data only for purposes as may be required to render the services which they are retained to provide; and (iv) shall agree not to trade on non-public Fund Portfolio information that may be supplied or obtained in rendering the services provided to Sub-Adviser. In connection with the use of any third party, Sub-Adviser acknowledges and agrees:

Use of Third-Party Service Providers. Sub-Adviser may, consistent with applicable law and subject to the provisions of this Agreement, contract with and retain an affiliated or unaffiliated third party to perform any non-investment advisory services as it determines reasonably necessary to assist it in carrying out its obligations under this Agreement. Sub-Adviser may not delegate or outsource the principal investment management services as set forth in Section 2 of this Agreement, (which shall in all cases remain an obligation to be discharged solely and directly by the Sub-Adviser), and no third-party services arrangement shall involve a third party serving as an “investment adviser” to the Funds Portfolio(s) within the meaning of the 1940 Act. Sub-Adviser shall provide thirty (30) days’ prior written notice to Adviser of the commencement of any non-investment advisory services arrangement with a third party. Sub-Adviser will act in good faith with commercially reasonable due diligence in the selection and use of any third-party service provider and will conduct reasonable oversight and supervision of third-party services. Sub-Adviser represents and warrants that any such third-party service provider: (i) shall be contractually subject to and responsible for complying with the confidentiality and non-disclosure obligations materially similar to those applicable to Sub-Adviser under the terms of this Agreement; (ii) shall implement and maintain appropriate procedures and systems to protect the security and confidentiality of any information obtained in rendering services to the Sub-Adviser; (iii) shall use Fund Portfolio holdings data only for purposes as may be required to render the services which they are retained to provide; and (iv) shall agree not to trade on non-public Fund Portfolio information that may be supplied or obtained in rendering the services provided to Sub-Adviser. In connection with the use of any third party, Sub-Adviser acknowledges and agrees:

Use of Third-Party Service Providers. Sub-Adviser may, consistent with applicable law and subject to the provisions of this Agreement, contract with and retain an affiliated or unaffiliated third party to perform any non-investment advisory services as it determines reasonably necessary to assist it in carrying out its obligations under this Agreement. Sub-Adviser may not delegate or outsource the principal investment management services as set forth in the first paragraph under Section 2 of this Agreement, (which shall in all cases remain an obligation to be discharged solely and directly by the Sub-Adviser), and no third-party services arrangement shall involve a third party serving as an “investment adviser” to the Funds Portfolio(s) within the meaning of the 1940 ActAct without the prior written consent of the Adviser and approval by the Portfolio. For the avoidance of doubt, third-party service providers shall not include entities whose use by the Sub-Adviser is addressed explicitly elsewhere in this Agreement, including such entities as broker-dealers, and counter-parties, and shall only include third-party service providers that Sub-Adviser contracts with to provide non-investment advisory services on behalf of the Portfolio or in support of its services provided to the Portfolio. Sub-Adviser shall provide thirty (30) days’ prior written notice to Adviser of the commencement of any non-investment advisory services arrangement with a third partyparty retained by Sub-Adviser for the Portfolio after the date of this Amendment. Sub-Adviser will act in good faith with commercially reasonable due diligence in the selection and use of any third-party service provider and will conduct reasonable oversight and supervision of third-party services. Sub-Adviser represents and warrants that any such affiliated third-party service providerprovider retained after the date of this Agreement: (i) shall be subject to and responsible for complying with the confidentiality and non-disclosure obligations applicable to Sub-Adviser under the terms of this Agreement; (ii) shall implement and maintain appropriate procedures and systems to protect the security and confidentiality of any information obtained in rendering services to the Sub-Adviser; (iii) shall use Fund Portfolio holdings data only for purposes as may be required to render the services which they are retained to provide; and (iv) shall agree not to trade on non-public Fund Portfolio information that may be supplied or obtained in rendering the services provided to Sub-Adviser. Sub-Adviser represents and warrants that it shall negotiate in good faith and undertake commercially reasonable efforts to include in the terms of any agreement between Sub-Adviser and any unaffiliated third-party service provider entered into after the date of this Agreement: (i) confidentiality and non-disclosure obligations substantially similar to those that apply to Sub-Adviser under the terms of this Agreement; (ii) obligations regarding the implementation and maintenance of appropriate procedures and systems to protect the security and confidentiality of any information obtained in rendering services to the Sub-Adviser; (iii) provisions permitting use of Portfolio holdings data only for purposes as may be required to render the services which they are retained to provide; and (iv) provisions obliging the third-party service provider not to trade on non-public Portfolio information that may be supplied or obtained in rendering the services provided to Sub-Adviser. Notwithstanding the foregoing, Sub-Adviser shall in all cases ensure that any unaffiliated third-party service provider that is retained after the date of this Agreement shall be under the obligation to treat Adviser or Company information it receives or obtains in connection with its service arrangement with Sub-Adviser in a confidential manner. In connection with the use of any third partyparty to assist Sub-Adviser in the provision of any non-investment advisory services under this Agreement, Sub-Adviser acknowledges and agrees:

Use of Third-Party Service Providers. Sub-Adviser may, consistent with applicable law and subject to the provisions of this Agreement, contract with and retain an affiliated or unaffiliated third party to perform any non-investment advisory services as it determines reasonably necessary to assist it in carrying out its obligations under this Agreement. Sub-Adviser may not delegate or outsource the principal investment management services as set forth in Section 2 of this Agreement, (which shall in all cases remain an obligation to be discharged solely and directly by the Sub-Adviser), and no third-party services arrangement shall involve a third party serving as an “investment adviser” to the Funds Portfolio(s) within the meaning of the 1940 Act. Sub-Adviser shall provide thirty (30) days’ prior written notice to Adviser of the commencement of any non-investment advisory services arrangement with a third party. Sub-Sub- Adviser will act in good faith with commercially reasonable due diligence in the selection and use of any third-party service provider and will conduct reasonable oversight and supervision of third-party services. Sub-Adviser represents and warrants that any such third-party service provider: (i) shall be subject to and responsible for complying with the confidentiality and non-disclosure obligations applicable to Sub-Adviser under the terms of this Agreement; (ii) shall implement and maintain appropriate procedures and systems to protect the security and confidentiality of any information obtained in rendering services to the Sub-Adviser; (iii) shall use Fund Portfolio holdings data only for purposes as may be required to render the services which they are retained to provide; and (iv) shall agree not to trade on non-public Fund Portfolio information that may be supplied or obtained in rendering the services provided to Sub-Adviser. In connection with the use of any third party, Sub-Adviser acknowledges and agrees:

Use of Third-Party Service Providers. Sub-Adviser may, consistent with applicable law and subject to the provisions of this Agreement, contract with and retain an affiliated or unaffiliated third party to perform any non-investment advisory services as it determines reasonably necessary to assist it in carrying out its obligations under this Agreement. Sub-Adviser may not delegate or outsource the principal investment management services as set forth in Section 2 of this Agreement, (which shall in all cases remain an obligation to be discharged solely and directly by the Sub-Adviser), and no third-party services arrangement shall involve a third party serving as an “investment adviser” to the Funds Portfolio(s) within the meaning of the 1940 Act. Sub-Adviser shall provide thirty (30) days’ prior written notice promptly to Adviser of the commencement of any non-investment advisory services arrangement with a third partyparty that relates to services provided to 11 of 15 the Portfolio(s); provided that, any such third-party arrangements that do not involve disclosure of Portfolio holdings data or require access to the Portfolio’s custodian platform shall be disclosed as soon as reasonably practicable after the commencement of such services arrangement. Sub-Adviser will act in good faith with commercially reasonable due diligence in the selection and use of any third-party service provider and will conduct reasonable oversight and supervision of third-party services. Sub-Adviser represents and warrants that any such third-party service provider: (i) shall be subject to and responsible for complying with the confidentiality and non-disclosure obligations applicable to Sub-Adviser under the terms of this Agreement; (ii) shall implement and maintain appropriate procedures and systems to protect the security and confidentiality of any information obtained in rendering services to the Sub-Adviser; (iii) shall use Fund Portfolio holdings data only for purposes as may be required to render the services which they are retained to provide; and (iv) shall agree not to trade on non-public Fund Portfolio information that may be supplied or obtained in rendering the services provided to Sub-Adviser. In connection with the use of any third party, Sub-Adviser acknowledges and agrees:

Use of Third-Party Service Providers. Sub-Adviser may, consistent with applicable law and subject to the provisions of this Agreement, contract with and retain an affiliated or unaffiliated third party to perform any non-investment advisory services as it determines reasonably necessary to assist it in carrying out its obligations under this Agreement. Sub-Adviser may not delegate or outsource the principal investment management services as set forth in Section 2 of this Agreement, (which shall in all cases remain an obligation to be discharged solely and directly by the Sub-Adviser), and no third-party services arrangement shall involve a third party serving as an “investment adviser” to the Funds within the meaning of the 1940 Act. Sub-Adviser shall provide thirty (30) days’ prior written notice to Adviser of the commencement of any non-investment advisory services arrangement with a third party. Sub-Adviser will act in good faith with commercially reasonable due diligence in the selection and use of any third-party service provider and will conduct reasonable oversight and supervision of third-party services. Sub-Adviser represents and warrants that any such third-party service provider: (i) shall be subject to and responsible for complying with confidentiality and non-disclosure obligations at least as restrictive as the confidentiality and non-disclosure obligations applicable to Sub-Adviser under the terms of this Agreement; (ii) shall implement and maintain appropriate procedures and systems to protect the security and confidentiality of any information obtained in rendering services to the Sub-Adviser; (iii) shall use Fund holdings data only for purposes as may be required to render the services which they are retained to provide; and (iv) shall agree not to trade be prohibited from trading on non-public Fund information that may be supplied or obtained in rendering the services provided to Sub-Adviser. In connection with the use of any third partythird-party service provider by Sub-Adviser in carrying out its obligations under this Agreement, Sub-Adviser acknowledges and agrees:

Use of Third-Party Service Providers. Sub-Adviser may, consistent with applicable law and subject to the provisions of this Agreement, contract with and retain an affiliated or unaffiliated third party to perform any non-investment advisory services as it determines reasonably necessary to assist it in carrying out its obligations under this AgreementAgreement (“Third-Party Service Provider”). Sub-Adviser may not delegate or outsource the principal investment management services as set forth in Section 2 of this Agreement, (which shall in all cases remain an obligation to be discharged solely and directly by the Sub-Adviser), and no third-party services arrangement shall involve a third party serving as an “investment adviser” to the Funds Portfolio(s) within the meaning of the 1940 Act. Sub-Adviser shall provide thirty (30) days’ prior written notice to notify Adviser of the commencement of any non-investment advisory services arrangement new relationship with a third partyThird-Party Service Provider soon as reasonably practicable following commencement of services, but in any event notice shall be provided in connection with, and no later than, the next regular periodic compliance report to the Adviser following commencement of services. Sub-Adviser will act in good faith with commercially reasonable due diligence in the selection and use of any thirdThird-party service provider Party Service Provider and will conduct reasonable oversight and supervision of third-party servicesservices appropriately tailored to the nature of the services provided. Sub-Adviser represents and warrants that any such thirdThird-party service providerParty Service Provider: (i) shall be subject to and responsible for complying with the confidentiality and non-disclosure obligations substantially similar to those applicable to Sub-Adviser under the terms of this Agreement; (ii) shall implement and maintain reasonably appropriate procedures and systems to protect the security and confidentiality of any information obtained in rendering services to the Sub-Adviser; (iii) shall use Fund Portfolio holdings data that may be supplied or obtained in rendering the services provided to Sub-Adviser only for purposes as may be required to render the services which they are retained to provide; and (iv) shall agree not to trade on non-non- public Fund Portfolio information that may be supplied or obtained in rendering the services provided to Sub-Adviser. Adviser acknowledges that as of the date of this Agreement, Sub-Adviser utilizes the following Third-Party Service Providers: (1) ISS ProxyExchange to provide proxy voting and ancillary administrative services, (2) its affiliates identified in its Form ADV, Part 2A for trade execution and other support functions (but not portfolio management), and (3) State Street Investment Manager Solutions, LLC and its affiliates for back office services. The Adviser agrees that Sub-Adviser, subject to the terms hereof, may share such Account information as necessary to accomplish these purposes with such providers. Sub-Adviser agrees that all of the terms of this Section 15 apply to the foregoing Third-Party Service Providers. In connection with the use of any third partyThird-Party Service Provider covered by this Section 15, Sub-Adviser acknowledges and agrees:

Use of Third-Party Service Providers. Sub-Adviser may, consistent with applicable law and subject to the provisions of this Agreement, contract with and retain an affiliated or unaffiliated third party to perform any non-investment advisory services as it determines reasonably necessary to assist it in carrying out its obligations under this Agreement. Sub-Sub- Adviser may not delegate or outsource the principal investment management services as set forth in Section 2 of this Agreement, (which shall in all cases remain an obligation to be discharged solely and directly by the Sub-Adviser), and no third-party services arrangement shall involve a third party serving as an “investment adviser” to the Funds Portfolio within the meaning of the 1940 Act. Sub-Adviser shall provide thirty (30) days’ prior written notice to Adviser of the commencement of any non-investment advisory services arrangement with a an unaffiliated third party. Sub-Adviser will act in good faith with commercially reasonable due diligence in the selection and use of any third-party service provider and will conduct reasonable oversight and supervision of third-party services. Sub-Adviser represents and warrants that any such third-party service provider: (i) shall be subject to and responsible for complying with the confidentiality and non-disclosure obligations applicable to Sub-Adviser under the terms of this Agreement; (ii) shall implement and maintain appropriate procedures and systems to protect the security and confidentiality of any information obtained in rendering services to the Sub-Adviser; (iii) shall use Fund Portfolio holdings data only for purposes as may be required to render the services which they are retained to provide; and (iv) shall agree not to trade on non-public Fund Portfolio information that may be supplied or obtained in rendering the services provided to Sub-Adviser. In connection with the use of any third party, Sub-Adviser acknowledges and agrees:

Use of Third-Party Service Providers. Sub-Adviser may, consistent with applicable law and subject to the provisions of this Agreement, contract with and retain an affiliated or unaffiliated third party to perform any non-investment advisory services as it determines reasonably necessary to assist it in carrying out its obligations under this Agreement. Sub-Adviser may not delegate or outsource the principal investment management services as set forth in Section 2 of this Agreement, (which shall in all cases remain an obligation to be discharged solely and directly by the Sub-Adviser), and no third-party services arrangement shall involve a third party serving as an “investment adviser” to the Funds within the meaning of the 1940 Act. Except as otherwise disclosed by Sub-Adviser to Adviser prior to the effective date of this agreement, Sub-Adviser shall provide thirty (30) days’ prior written notice to Adviser of the commencement of any non-investment advisory services arrangement with a third party. Sub-Adviser will act in good faith with commercially reasonable due diligence in the selection and use of any third-party service provider and will conduct reasonable oversight and supervision of third-party services. Sub-Adviser represents and warrants that any such third-party service provider: (i) shall be subject to and responsible for complying with the confidentiality and non-disclosure obligations applicable to Sub-Adviser under the terms of this Agreement; (ii) shall implement and maintain appropriate procedures and systems to protect the security and confidentiality of any information obtained in rendering services to the Sub-Adviser; (iii) shall use Fund holdings data only for purposes as may be required to render the services which they are retained to provide; and (iv) shall agree not to trade on non-public Fund information that may be supplied or obtained in rendering the services provided to Sub-Adviser. In connection with the use of any third party, Sub-Adviser acknowledges and agrees:

Use of Third-Party Service Providers. Sub-Adviser may, consistent with applicable law and subject to the provisions of this Agreement, contract with and retain an affiliated or unaffiliated third party to perform any non-investment advisory services as it determines reasonably necessary to assist it in carrying out its obligations under this Agreement. Sub-Adviser may not delegate or outsource the principal investment management services as set forth in Section 2 of this Agreement, (which shall in all cases remain an obligation to be discharged solely and directly by the Sub-Adviser), and no third-party services arrangement shall involve a third party serving as an “investment adviser” to the Funds Portfolio(s) within the meaning of the 1940 Act. Sub-Adviser shall provide thirty (30) days’ prior written notice to Adviser of the commencement of before a third-party service provider begins performing any non-investment advisory services arrangement with a third partyin relation to the Sub-Adviser’s obligations or services under this Agreement. Sub-Adviser will act in good faith with commercially reasonable due diligence in the selection and use of any third-party service provider and will conduct reasonable oversight and supervision of third-party services. Sub-Adviser represents and warrants that any such third-party service provider: (i) shall be subject to and responsible for complying with the confidentiality and non-disclosure obligations applicable to Sub-Adviser under the terms of this Agreement; (ii) shall implement and maintain appropriate procedures and systems to protect the security and confidentiality of any information obtained in rendering services to the Sub-Adviser; (iii) shall use Fund Portfolio holdings data only for purposes as may be required to render the services which they are retained to provide; and (iv) shall agree not to trade on non-public Fund Portfolio information that may be supplied or obtained in rendering the services provided to Sub-Adviser. In connection with the use of any third party, Sub-Adviser acknowledges and agrees:

Use of Third-Party Service Providers. Sub-Adviser may, consistent with applicable law and subject to the provisions of this Agreement, contract with and retain an affiliated or unaffiliated third party to perform any non-investment advisory services as it determines reasonably necessary to assist it in carrying out its obligations under this Agreement. Sub-Adviser may not delegate or outsource the principal investment management services as set forth in Section 2 of this Agreement, (which shall in all cases remain an obligation to be discharged solely and directly by the Sub-Adviser), and no third-party services arrangement shall involve a third party serving as an “investment adviser” to the Funds Portfolio(s) within the meaning of the 1940 Act. Notwithstanding the foregoing, nothing set forth in this Section affects or is otherwise meant to restrict the provisions contained in Section 4 of this Agreement permitting the use of affiliate resources by the Sub-Adviser on the terms as expressly set forth therein. Sub-Adviser shall provide thirty (30) days’ reasonable prior written notice to Adviser of the commencement of any non-investment advisory services arrangement with a third party. Sub-Adviser will act in good faith with commercially reasonable due diligence in the selection and use of any third-party service provider and will conduct reasonable oversight and supervision of third-party services. Sub-Adviser represents and warrants that any such third-party service provider: (i) shall be subject to and responsible for complying with the confidentiality and non-disclosure obligations substantially similar to those applicable to Sub-Adviser under the terms of this Agreement; (ii) shall be required to implement and maintain appropriate procedures and systems to protect the security and confidentiality of any information obtained in rendering services to the Sub-AdviserAdviser pursuant to the Agreement; (iii) shall agree to use Fund Portfolio holdings data only for purposes as may be required to render the services which they are retained to provide; and (iv) shall agree not to trade on non-public Fund Portfolio information that may be supplied or obtained in rendering the services provided to Sub-Adviser. In connection with the use of any third party, Sub-Adviser acknowledges and agrees:

Use of Third-Party Service Providers. Sub-Adviser may, consistent with applicable law and subject to the provisions of this Agreement, contract with and retain an affiliated or unaffiliated third party to perform any non-investment advisory services as it determines reasonably necessary to assist it in carrying out its obligations under this Agreement. Sub-Sub- Adviser may not delegate or outsource the principal investment management services as set forth in the first paragraph under Section 2 of this Agreement, (which shall in all cases remain an obligation to be discharged solely and directly by the Sub-Adviser), and no third-party services arrangement shall involve a third party serving as an “investment adviser” to the Funds Portfolio(s) within the meaning of the 1940 ActAct without the prior written consent of the Adviser and approval by the Portfolio. For the avoidance of doubt, third-party service providers shall not include entities whose use by the Sub-Adviser is addressed explicitly elsewhere in this Agreement, including such entities as broker-dealers, and counter-parties, and shall only include third-party service providers that Sub-Adviser contracts with to provide non-investment advisory services on behalf of the Portfolio or in support of its services provided to the Portfolio. Sub-Adviser shall provide thirty (30) days’ prior written notice to Adviser of the commencement of any non-investment advisory services arrangement with a third partyparty retained by Sub-Adviser for the Portfolio after the date of this Amendment. Sub-Adviser will act in good faith with commercially reasonable due diligence in the selection and use of any third-party service provider and will conduct reasonable oversight and supervision of third-party services. Sub-Adviser represents and warrants that any such affiliated third-party service providerprovider retained after the date of this Agreement: (i) shall be subject to and responsible for complying with the confidentiality and non-disclosure obligations applicable to Sub-Adviser under the terms of this Agreement; (ii) shall implement and maintain appropriate procedures and systems to protect the security and confidentiality of any information obtained in rendering services to the Sub-Adviser; (iii) shall use Fund Portfolio holdings data only for purposes as may be required to render the services which they are retained to provide; and (iv) shall agree not to trade on non-public Fund Portfolio information that may be supplied or obtained in rendering the services provided to Sub-Adviser. Sub-Adviser represents and warrants that it shall negotiate in good faith and undertake commercially reasonable efforts to include in the terms of any agreement between Sub-Adviser and any unaffiliated third-party service provider entered into after the date of this Agreement: (i) confidentiality and non-disclosure obligations substantially similar to those that apply to Sub- Adviser under the terms of this Agreement; (ii) obligations regarding the implementation and maintenance of appropriate procedures and systems to protect the security and confidentiality of any information obtained in rendering services to the Sub-Adviser; (iii) provisions permitting use of Portfolio holdings data only for purposes as may be required to render the services which they are retained to provide; and (iv) provisions obliging the third-party service provider not to trade on non-public Portfolio information that may be supplied or obtained in rendering the services provided to Sub-Adviser. Notwithstanding the foregoing, Sub-Adviser shall in all cases ensure that any unaffiliated third-party service provider that is retained after the date of this Agreement shall be under the obligation to treat Adviser or Company information it receives or obtains in connection with its service arrangement with Sub-Adviser in a confidential manner. In connection with the use of any third partyparty to assist Sub-Adviser in the provision of any non-investment advisory services under this Agreement, Sub-Adviser acknowledges and agrees: