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 to assist it in carrying out its obligations under this Agreement. For the avoidance of doubt, Sub-Adviser may not delegate or outsource the principal investment management services as described in the first three sentences of 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 Portfolio(s) within the meaning of the 1940 Act. Sub-Adviser shall provide written notice to Adviser of the commencement of any non-investment advisory services arrangement with a third party prior to, or as 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 delivered by the Sub-Adviser to the Adviser following commencement of services, except where Sub-Adviser’s disclosure of the existence of such services arrangement is prohibited by the terms of the Sub-Adviser’s agreement with any third party in existence as of the date of this Agreement. In the event such notice to Adviser is prohibited by Sub-Adviser’s agreement with any third party as of the date of this Agreement, Sub-Adviser will in good faith seek to obtain the third party’s consent to provide written notice to the Adviser of the services arrangement in accordance with the foregoing. 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: (a) complying with confidentiality and non-disclosure obligations substantially similar to those applicable to Sub-Adviser under the terms of this Agreement; (b) implementing and maintaining procedures and systems reasonably designed to protect the security and confidentiality of any information obtained in rendering services to the Sub-Adviser; and (c) using Portfolio holdings data only for purposes as may be required to render the services which they are retained to provide; and (ii) shall agree not to trade on non-public 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 to assist it in carrying out its obligations under this Agreement. For the avoidance of doubt, Sub-Adviser may not delegate or outsource the principal investment management services as described in the first three sentences of 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 Portfolio(s) Portfolio within the meaning of the 1940 Act. Sub-Adviser shall provide written notice to Adviser of the commencement of any non-investment advisory services arrangement with a third party prior to, or as 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 delivered by the Sub-Adviser to the Adviser following commencement of services, except where Sub-Adviser’s disclosure of the existence of such services arrangement is prohibited by the terms of the Sub-Adviser’s agreement with any third party in existence as of the date of this Agreement. In the event such notice to Adviser is prohibited by Sub-Adviser’s agreement with any third party as of the date of this Agreement, Sub-Adviser will in good faith seek to obtain the third party’s consent to provide written notice to the Adviser of the services arrangement in accordance with the foregoing. 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: (a) complying with confidentiality and non-disclosure obligations substantially similar to those applicable to Sub-Adviser under the terms of this Agreement; (b) implementing and maintaining procedures and systems reasonably designed to protect the security and confidentiality of any information obtained in rendering services to the Sub-Adviser; and (c) using Portfolio holdings data only for purposes as may be required to render the services which they are retained to provide; and (ii) shall agree not to trade on non-public 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. For the avoidance of doubt, Sub-Adviser may not delegate or outsource the principal investment management services as described set forth in the first three sentences of 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 Portfolio(s) within the meaning of the 1940 Act. Nothing set forth in this Section is intended to prohibit the Sub-Adviser from relying on the provisions set forth in Section 3 of this Agreement permitting the use of affiliate resources by the Sub-Adviser on the terms as expressly set forth therein. Following the date of this Agreement, Sub-Adviser shall provide thirty (30) days’ prior written notice notice, where possible, to Adviser of the commencement of any new non-investment advisory services arrangement with a third party to assist it in carrying out its obligations under this Agreement, and where prior tonotice is not possible, or notice shall be provided as soon as reasonably practicable following, following commencement of services, but and in any eventall cases, notice shall be provided in connection with, and no later than, the next regular reglar periodic compliance report delivered by the Sub-Adviser to the Adviser following commencement of services, except where Sub-Adviser’s disclosure of the existence of such services arrangement is prohibited by the terms of the Sub-Adviser’s agreement with any third party in existence as of the date of this Agreement. In the event such notice to Adviser is prohibited by Sub-Adviser’s agreement with any third party as of the date of this Agreement, Sub-Adviser will in good faith seek to obtain the third party’s consent to provide written notice to the Adviser of the services arrangement in accordance with the foregoing. Sub-Adviser will act in good faith with commercially reasonable due diligence in the selection and use of any third-party service provider to assist it in carrying out its obligations under this Agreement 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: (a) for complying with the confidentiality and non-disclosure obligations substantially similar to those applicable to Sub-Adviser under the terms of this Agreement; (bii) implementing shall implement and maintaining maintain appropriate procedures and systems reasonably designed to protect the security and confidentiality of any information obtained in rendering services to the Sub-Adviser; and (ciii) using shall use Portfolio holdings data only for purposes as may be required to render the services which they are retained to provide; and (iiiv) shall agree not to trade on non-public Portfolio information that may be supplied or obtained in rendering the services provided to Sub-Adviser. In connection with the use of any third partyparty to assist it 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 Agreement. For the avoidance of doubt, Sub-Sub- Adviser may not delegate or outsource the principal investment management services as described set forth in the first three sentences of Section 2 of this Agreement, 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 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 prior to, or as 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 delivered by the party. Sub-Adviser shall be deemed to the Adviser following commencement of services, except where Sub-Adviser’s disclosure of the existence of such services arrangement is prohibited by the terms of the Sub-Adviser’s agreement with any third party in existence as of the date of this Agreement. In the event such have provided appropriate notice to Adviser is prohibited by Subwith respect to all third-Adviser’s agreement with any third party as of service providers who commenced providing non-investment advisory services prior to the effective date of this Agreement, Sub-Adviser will in good faith seek by virtue of its delivery to obtain the third party’s consent to provide written notice to the Adviser of the services arrangement in accordance with the foregoinga completed questionnaire, identifying current third-party service providers providing non-investment advisory 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: (a) for complying with the confidentiality and non-disclosure obligations substantially similar to those applicable to Sub-Adviser under the terms of this Agreement; (bii) implementing shall implement and maintaining maintain appropriate procedures and systems reasonably designed to protect the security and confidentiality of any information obtained in rendering services to the Sub-Adviser; and (ciii) using shall use Portfolio holdings data only for purposes as may be required to render the services which they are retained to provide; and (iiiv) shall agree not to trade on non-public 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: (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 retained by the Sub-Adviser hereunder 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, consistent with the terms of Sub-Adviser’s confidentiality obligations under this Agreement. 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. For the avoidance of doubt, Sub-Adviser may not delegate or outsource the principal investment management services as described set forth in the first three sentences of 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 Portfolio(s) Portfolio within the meaning of the 1940 Act. Nothing set forth in this Section is intended to prohibit the Sub-Adviser from relying on the provisions set forth in Section 3 of this Agreement permitting the use of affiliate resources by the Sub-Adviser on the terms as expressly set forth therein. Following the date of this Agreement, Sub-Adviser shall provide thirty (30) days’ prior written notice notice, where possible, to Adviser of the commencement of any new non-investment advisory services arrangement with a third party to assist it in carrying out its obligations under this Agreement, and where prior tonotice is not possible, or notice shall be provided as soon as reasonably practicable following, following commencement of services, but and in any eventall cases, notice shall be provided in connection with, and no later than, the next regular reglar periodic compliance report delivered by the Sub-Adviser to the Adviser following commencement of services, except where Sub-Adviser’s disclosure of the existence of such services arrangement is prohibited by the terms of the Sub-Adviser’s agreement with any third party in existence as of the date of this Agreement. In the event such notice to Adviser is prohibited by Sub-Adviser’s agreement with any third party as of the date of this Agreement, Sub-Adviser will in good faith seek to obtain the third party’s consent to provide written notice to the Adviser of the services arrangement in accordance with the foregoing. Sub-Adviser will act in good faith with commercially reasonable due diligence in the selection and use of any third-party service provider to assist it in carrying out its obligations under this Agreement 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: (a) for complying with the confidentiality and non-disclosure obligations substantially similar to those applicable to Sub-Adviser under the terms of this Agreement; (bii) implementing shall implement and maintaining maintain appropriate procedures and systems reasonably designed to protect the security and confidentiality of any information obtained in rendering services to the Sub-Adviser; and (ciii) using shall use Portfolio holdings data only for purposes as may be required to render the services which they are retained to provide; and (iiiv) shall agree not to trade on non-public Portfolio information that may be supplied or obtained in rendering the services provided to Sub-Adviser. In connection with the use of any third partyparty to assist it 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 with respect to the Portfolio(s) (referred to herein as a “third-party service provider”). For the avoidance of doubt, Sub-Adviser may not delegate or outsource the principal investment management services as described set forth in the first three sentences of 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 Portfolio(s) Portfolio within the meaning of the 1940 Act. Sub-Adviser shall provide written notice to Adviser of the commencement of any a non-investment advisory services arrangement with any third-party service provider (i) to whom non-public Portfolio holdings data will be disclosed or (ii) that is otherwise performing a third party function or service that is material or integral to Sub-Adviser’s provision of its services hereunder, and in each of cases (i) and (ii), which arises after the date of this Agreement, prior to, or as soon as reasonably practicable following, the commencement of services, but in any event, notice shall be provided in connection with, and no later than, the next regular periodic quarterly compliance report delivered by the Sub-Adviser to the Adviser following commencement of services, except where Sub-Adviser’s disclosure of the existence of such services arrangement is prohibited by the terms of the Sub-Adviser’s agreement with any third party in existence as of the date of this Agreement. In the event such notice to Adviser is prohibited by Sub-Adviser’s agreement with any third party as of the date of this Agreement, Sub-Adviser will in good faith seek to obtain the third party’s consent to provide written notice to the Adviser of the services arrangement in accordance with the foregoing. 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 servicesservices appropriately tailored to the nature of the services provided. Sub-Adviser represents and warrants that any such third-party service providerprovider shall be subject to a written agreement pursuant to which such third-party service provider agrees that it: (i) shall be subject to and responsible for: (a) for complying with confidentiality and non-disclosure obligations substantially similar to those applicable to Suband no less restrictive than the confidentiality and non-Adviser under the terms disclosure obligations of this Agreement; (bii) implementing shall implement and maintaining maintain appropriate procedures and systems reasonably designed to protect the security and confidentiality of any information obtained in rendering services to the Sub-Adviser; and (ciii) using shall use Portfolio holdings data only for purposes as may be required to render the services which they are retained to provide; and (iiiv) shall agree not to trade on non-public Portfolio information that may be supplied or obtained in rendering the services provided to Sub-Adviser; provided however, the parties to the Agreement hereby acknowledge and agree that, with respect to any unaffiliated third-party service provider, the foregoing representation and warranty is limited to a representation and warranty that Sub-Adviser shall negotiate in good faith and undertake commercially reasonable efforts to include those provisions outlined in sub-sections (i) – (iv) set forth above in the terms of any such written agreement with an unaffiliated third-party service provider; and provided further that, in all cases, Sub-Adviser shall ensure that the third-party service providers retained by the Sub-Adviser hereunder shall be under the obligation to treat Adviser, Company or Portfolio information it receives or obtains in connection with its services arrangements with Sub-Adviser in a confidential manner, consistent with the terms of the Sub-Adviser’s confidentiality and non-disclosure obligations under this Agreement. In connection with the use of any third partysuch third-party service 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 AgreementAgreement with respect to the Portfolio(s) (referred to herein as a “third-party service provider”). For the avoidance of doubt, Sub-Adviser may not delegate or outsource the principal investment management services as described set forth in the first three sentences of 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 Portfolio(s) within the meaning of the 1940 Act. Sub-Adviser shall provide written notice to Adviser of the commencement of any a non-investment advisory services arrangement with any third-party service provider (i) to whom non-public Portfolio holdings data will be disclosed or (ii) that is otherwise performing a third party function or service that is material or integral to Sub-Adviser’s provision of its services hereunder, and in each of cases (i) and (ii), which arises after the date of this Agreement, prior to, or as soon as reasonably practicable following, the commencement of services, but in any event, notice shall be provided in connection with, and no later than, the next regular periodic quarterly compliance report delivered by the Sub-Adviser to the Adviser following commencement of services, except where Sub-Adviser’s disclosure of the existence of such services arrangement is prohibited by the terms of the Sub-Adviser’s agreement with any third party in existence as of the date of this Agreement. In the event such notice to Adviser is prohibited by Sub-Adviser’s agreement with any third party as of the date of this Agreement, Sub-Adviser will in good faith seek to obtain the third party’s consent to provide written notice to the Adviser of the services arrangement in accordance with the foregoing. 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 servicesservices appropriately tailored to the nature of the services provided. Sub-Adviser represents and warrants that any such third-party service providerprovider shall be subject to a written agreement pursuant to which such third-party service provider agrees that it: (i) shall be subject to and responsible for: (a) for complying with confidentiality and non-disclosure obligations substantially similar to those applicable to Suband no less restrictive than the confidentiality and non-Adviser under the terms disclosure obligations of this Agreement; (bii) implementing shall implement and maintaining maintain appropriate procedures and systems reasonably designed to protect the security and confidentiality of any information obtained in rendering services to the Sub-Adviser; and (ciii) using shall use Portfolio holdings data only for purposes as may be required to render the services which they are retained to provide; and (iiiv) shall agree not to trade on non-public Portfolio information that may be supplied or obtained in rendering the services provided to Sub-Adviser; provided however, the parties to the Agreement hereby acknowledge and agree that, with respect to any unaffiliated third-party service provider, the foregoing representation and warranty is limited to a representation and warranty that Sub-Adviser shall negotiate in good faith and undertake commercially reasonable efforts to include those provisions outlined in sub-sections (i) – (iv) set forth above in the terms of any such written agreement with an unaffiliated third-party service provider; and provided further that, in all cases, Sub-Adviser shall ensure that the third-party service providers retained by the Sub-Adviser hereunder shall be under the obligation to treat Adviser, Company or Portfolio information it receives or obtains in connection with its services arrangements with Sub-Adviser in a confidential manner, consistent with the terms of the Sub-Adviser’s confidentiality and non-disclosure obligations under this Agreement. In connection with the use of any third partysuch third-party service 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. For the avoidance of doubt, Sub-Adviser may not delegate or outsource the principal investment management services as described set forth in the first three sentences of 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 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 reasonable prior written notice to Adviser of the commencement of any non-investment advisory services arrangement with a third party prior to, or as 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 delivered by the Sub-Adviser to the Adviser following commencement of services, except where Sub-Adviser’s disclosure of the existence of such services arrangement is prohibited by the terms of the Sub-Adviser’s agreement with any third party in existence as of the date of this Agreement. In the event such notice to Adviser is prohibited by Sub-Adviser’s agreement with any third party as of the date of this Agreement, Sub-Adviser will in good faith seek to obtain the third party’s consent to provide written notice to the Adviser of the services arrangement in accordance with the foregoing. 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: (a) for complying with confidentiality and non-disclosure obligations substantially similar to those applicable to Sub-Adviser under the terms of this Agreement; (bii) implementing shall be required to implement and maintaining maintain appropriate procedures and systems reasonably designed to protect the security and confidentiality of any information obtained in rendering services to the Sub-AdviserAdviser pursuant to the Agreement; and (ciii) using shall agree to use Portfolio holdings data only for purposes as may be required to render the services which they are retained to provide; and (iiiv) shall agree not to trade on non-public 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 AgreementAgreement (“Third-Party Service Provider”). For the avoidance of doubt, Sub-Adviser may not delegate or outsource the principal investment management services as described set forth in the first three sentences of 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 Portfolio(s) within the meaning of the 1940 Act. Sub-Adviser shall provide written notice to notify Adviser of the commencement of any non-investment advisory services arrangement new relationship with a third party prior to, or as Third-Party Service Provider soon as reasonably practicable following, following commencement of services, but in any event, event notice shall be provided in connection with, and no later than, the next regular periodic compliance report delivered by the Sub-Adviser to the Adviser following commencement of services, except where Sub-Adviser’s disclosure of the existence of such services arrangement is prohibited by the terms of the Sub-Adviser’s agreement with any third party in existence as of the date of this Agreement. In the event such notice to Adviser is prohibited by Sub-Adviser’s agreement with any third party as of the date of this Agreement, Sub-Adviser will in good faith seek to obtain the third party’s consent to provide written notice to the Adviser of the services arrangement in accordance with the foregoing. 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: (a) complying with confidentiality and non-disclosure obligations substantially similar to those applicable to Sub-Adviser under the terms of this Agreement; (bii) implementing shall implement and maintaining maintain reasonably appropriate procedures and systems reasonably designed to protect the security and confidentiality of any information obtained in rendering services to the Sub-Adviser; and (ciii) using shall use 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 (iiiv) shall agree not to trade on non-public 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. For the avoidance of doubt, Sub-Adviser may not delegate or outsource the principal its provision of investment management services under the Agreement in its role as described in an “investment adviser” within the first three sentences meaning of Section 2 of this Agreement, the 1940 Act (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 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 prior to, or as 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 delivered by the party. Sub-Adviser shall be deemed to the Adviser following commencement of services, except where Sub-Adviser’s disclosure of the existence of such services arrangement is prohibited by the terms of the Sub-Adviser’s agreement with any third party in existence as of the date of this Agreement. In the event such have provided appropriate notice to Adviser is prohibited by Subwith respect to all third-Adviser’s agreement with any third party as of service providers who commenced providing non-investment advisory services prior to the effective date of this Agreement, Sub-Adviser will in good faith seek by virtue of its delivery to obtain the third party’s consent to provide written notice to the Adviser of the services arrangement in accordance with the foregoinga completed questionnaire, identifying current third-party service providers providing non-investment advisory 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 affiliated third-party service provider: (i) shall be subject to and responsible for: (a) for complying with the confidentiality and non-disclosure obligations substantially similar to those applicable to Sub-Adviser under the terms of this Agreement; (bii) implementing shall implement and maintaining maintain appropriate procedures and systems reasonably designed to protect the security and confidentiality of any information obtained in rendering services to the Sub-Adviser; and (ciii) using shall use Portfolio holdings data only for purposes as may be required to render the services which they are retained to provide; and (iiiv) shall agree not to trade on non-public 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: (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 retained by the Sub-Adviser hereunder 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, consistent with the terms of Sub-Adviser’s confidentiality obligations under this Agreement. 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 certain services as it determines reasonably necessary to assist it in carrying out its obligations under this Agreement. For the avoidance of doubt, Sub-Adviser may not delegate or outsource the principal investment management services as described set forth in the first three sentences of Section 2 of this Agreement, (which shall in all cases remain an obligation to be discharged solely and directly by the Sub-Adviser)) except that the Sub-Adviser may use persons employed by an “affiliated person” (as defined in the 1940 Act) of the Sub-Adviser, each of whom shall be treated as a “supervised person” of the Sub-Adviser (as defined in the Advisers Act) to assist in the performance of any or all of the services or functions provided by the Sub-Adviser under this Agreement to the extent not prohibited by, or inconsistent with, applicable law, including the requirements of the 1940 Act, the rules thereunder, and relevant positions of the SEC and its staff, and no third-party services arrangement shall involve a third party serving as an “investment adviser” to the Portfolio(s) Funds within the meaning of the 1940 Act. Except as previously disclosed to Adviser, Sub-Adviser shall provide thirty (30) days’ prior written notice where reasonably practicable to Adviser of the commencement of any non-investment advisory services arrangement with a third party prior to, or as 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 delivered by the Sub-Adviser to the Adviser following commencement of services, except where Sub-Adviser’s disclosure of the existence of such services arrangement is prohibited by the terms of the Sub-Adviser’s agreement with any third party in existence as of the date of this Agreement. In the event such notice to Adviser is prohibited by Sub-Adviser’s agreement with any third party as of the date of this Agreement, Sub-Adviser will in good faith seek to obtain the third party’s consent to provide written notice to the Adviser of the services arrangement in accordance with the foregoing. 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) provider shall be subject to and responsible for: (a) for complying with the confidentiality and non-disclosure obligations substantially similar to those applicable to Sub-Adviser under the terms of this Agreement; (b) implementing and maintaining procedures and systems reasonably designed to protect the security and confidentiality of any information obtained in rendering services to the Sub-Adviser; and (c) using Portfolio holdings data only for purposes as may be required to render the services which they are retained to provide; and (ii) shall agree not to trade on non-public Portfolio information that may be supplied or obtained in rendering the services provided to Sub-Adviserobligations. 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. For the avoidance of doubt, Sub-Adviser may not delegate or outsource the principal investment management services as described set forth in the first three sentences of 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 Portfolio(s) Funds within the meaning of the 1940 Act. Sub-Adviser shall provide thirty days’ prior written notice to Adviser of the commencement of any non-investment advisory services arrangement with a third party prior to, or as soon as reasonably practicable following, commencement of services, but in any event, notice shall be relating to the services provided in connection with, and no later than, the next regular periodic compliance report delivered by the Sub-Adviser to the Adviser following commencement of services, except where Sub-Adviser’s disclosure of the existence of such services arrangement is prohibited by the terms of the Sub-Adviser’s agreement with hereunder (other than any third party in existence as of the date of this Agreementproxy voting service provider). In the event such notice to Adviser is prohibited by Sub-Adviser’s agreement with any third party as of the date of this Agreement, Sub-Adviser will in good faith seek to obtain the third party’s consent to provide written notice to the Adviser of the services arrangement in accordance with the foregoing. 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: (a) for complying with the confidentiality and non-disclosure obligations substantially similar to those applicable to Sub-Adviser under the terms of this Agreement; (bii) implementing shall implement and maintaining maintain appropriate procedures and systems reasonably designed to protect the security and confidentiality of any information obtained in rendering services to the Sub-Adviser; and (ciii) using Portfolio shall use Fund holdings data only for purposes as may be required to render the services which they are retained to provide; and (iiiv) shall agree not to trade on non-public Portfolio Fund information that may be supplied or obtained in rendering the services provided to Sub-Adviser. Notwithstanding anything to the contrary in this Agreement, the Sub-Adviser shall not be responsible for any loss incurred by reason of any act or omission of any broker or dealer or the Funds’ custodian, including but not limited to any loss arising from, on account of or in connection with such custodian or similar person failing to timely notify the Sub-Adviser of any corporate action or similar transaction; provided, however, that the Sub-Adviser will make reasonable efforts to require that brokers and dealers selected by the Sub-Adviser perform their obligations with respect to the Account. In connection with the use of any third party, Sub-Adviser acknowledges and agrees: