Common use of Investment Advisory Services Clause in Contracts

Investment Advisory Services. Subject to the supervision of the Trust’s Board of Trustees (the “Board”), the Adviser shall regularly provide the Fund with investment research, advice, management and supervision and shall furnish a continuous investment program for the Fund’s portfolio of securities and other investments. The Adviser shall determine from time to time what securities and other investments and instruments will be purchased, retained, sold or exchanged by the Fund and what portion of the assets of the Fund’s portfolio will be held in the various securities and other investments in which the Fund invests, and shall implement those decisions (including the execution of investment documentation and agreements), all subject to the provisions of the Trust’s Declaration of Trust and By-Laws (collectively, the “Governing Documents”), the 1940 Act and the applicable rules and regulations promulgated thereunder by the Securities and Exchange Commission (the “SEC”) and interpretive guidance issued thereunder by the SEC staff and any other applicable federal and state law, as well as the investment objectives, policies and restrictions of the Fund, and any other specific policies adopted by the Board and disclosed to the Adviser. The Adviser is authorized as the agent of the Trust to give instructions to the custodian of the Fund as to deliveries of securities and other investments and payments of cash for the account of the Fund. Subject to applicable provisions of the 1940 Act and direction from the Board, the investment program to be provided hereunder may entail the investment of all or substantially all of the assets of the Fund in one or more investment companies. The Adviser will place orders pursuant to its investment determinations for the Fund either directly with the issuer or with any broker or dealer, foreign currency dealer, futures commission merchant or others selected by it. In connection with the selection of such brokers or dealers and the placing of such orders, subject to applicable law, brokers or dealers may be selected who also provide brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) to the Fund and/or the other accounts over which the Adviser or its affiliates exercise investment discretion. The Adviser is authorized to pay a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for the Fund which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if the Adviser determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage and research services provided by such broker or dealer. This determination may be viewed in terms of either that particular transaction or the overall responsibilities which the Adviser and its affiliates have with respect to accounts over which they exercise investment discretion. The Board may adopt policies and procedures that modify and restrict the Adviser’s authority regarding the execution of the Fund’s portfolio transactions provided herein. The Trust hereby authorizes any entity or person associated with the Adviser or any sub-adviser retained by the Adviser pursuant to Section 9 of this Agreement, which is a member of a national securities exchange, to effect any transaction on the exchange for the account of the Trust which is permitted by Section 11(a) of the Securities Exchange Act of 1934 and Rule 11a2-2(T) thereunder, and the Trust hereby consents to the retention of compensation for such transactions in accordance with Rule 11a2-2(T)(a)(2)(iv) provided the transaction complies with the Trust’s Rule 17e-1 policies and procedures.

Investment Advisory Services. Subject The Investment Adviser shall provide, ---------------------------- or arrange for its affiliates to provide, the Fund with such investment research, advice and supervision as the latter from time to time may consider necessary for the proper supervision of the Trust’s Board assets of Trustees (the “Board”)Fund, the Adviser shall regularly provide the Fund with investment research, advice, management and supervision and shall furnish a continuous continuously an investment program for the Fund’s portfolio of securities Fund and other investments. The Adviser shall determine from time to time what which securities and other investments and instruments will shall be purchased, retained, sold or exchanged by the Fund and what portion of the assets of the Fund’s portfolio will Fund shall be held in the various securities and other investments in which the Fund invests, options, futures, options on futures or cash, subject always to the restrictions of the Articles of Incorporation and shall implement those decisions (including the execution By-Laws of investment documentation and agreements)the Fund, all subject as amended from time to time, the provisions of the Trust’s Declaration of Trust and By-Laws (collectively, the “Governing Documents”), the 1940 Investment Company Act and the applicable rules statements relating to the Fund's investment objective, investment policies and regulations promulgated thereunder investment restrictions as the same are set forth in filings made by the Securities and Exchange Commission (Fund under the “SEC”) and interpretive guidance issued thereunder by Federal securities laws. The Investment Adviser shall make decisions for the SEC staff Fund as to the manner in which voting rights, rights to consent to corporate action and any other applicable federal rights pertaining to the Fund's portfolio securities shall be exercised. Should the Board of Directors at any time, however, make any definite determination as to investment policy and state lawnotify the Investment Adviser thereof in writing, as well as the investment objectivesInvestment Adviser shall be bound by such determination for the period, policies and restrictions if any, specified in such notice or until similarly notified that such determination has been revoked. The Investment Adviser shall take, on behalf of the Fund, all actions which it deems necessary to implement the investment policies determined as provided above, and any other specific policies adopted in particular to place all orders for the purchase or sale of portfolio securities for the Fund's account with brokers or dealers selected by it, and to that end, the Board and disclosed to the Adviser. The Investment Adviser is authorized as the agent of the Trust Fund to give instructions to the custodian of the Fund as to deliveries of securities and other investments and payments of cash for the account of the Fund. Subject to applicable provisions of the 1940 Act and direction from the Board, the investment program to be provided hereunder may entail the investment of all or substantially all of the assets of the Fund in one or more investment companies. The Adviser will place orders pursuant to its investment determinations for the Fund either directly with the issuer or with any broker or dealer, foreign currency dealer, futures commission merchant or others selected by it. In connection with the selection of such brokers or dealers and the placing of such ordersorders with respect to assets of the Fund, subject the Investment Adviser is directed at all times to applicable lawseek to obtain execution and prices within the policy guidelines determined by the Board of Directors and set forth in filings made by the Fund under the Federal securities laws. Subject to this requirement and the provisions of the Investment Company Act, brokers or dealers may be selected who also provide brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934, as amended (amended, and other applicable provisions of law, the “Exchange Act”)) to Investment Adviser may select brokers or dealers with which it or the Fund and/or the other accounts over which the Adviser or its affiliates exercise investment discretion. The Adviser is authorized to pay a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for the Fund which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if the Adviser determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage and research services provided by such broker or dealer. This determination may be viewed in terms of either that particular transaction or the overall responsibilities which the Adviser and its affiliates have with respect to accounts over which they exercise investment discretion. The Board may adopt policies and procedures that modify and restrict the Adviser’s authority regarding the execution of the Fund’s portfolio transactions provided herein. The Trust hereby authorizes any entity or person associated with the Adviser or any sub-adviser retained by the Adviser pursuant to Section 9 of this Agreement, which is a member of a national securities exchange, to effect any transaction on the exchange for the account of the Trust which is permitted by Section 11(a) of the Securities Exchange Act of 1934 and Rule 11a2-2(T) thereunder, and the Trust hereby consents to the retention of compensation for such transactions in accordance with Rule 11a2-2(T)(a)(2)(iv) provided the transaction complies with the Trust’s Rule 17e-1 policies and proceduresaffiliated.

Investment Advisory Services. Subject to the supervision supervision, direction and approval of the TrustTrustees and the terms of the Contract and in a manner consistent with each Fund’s Board investment objectives and policies as stated in its Prospectus and Statement of Trustees Additional Information (“SAI”) that are a part of the “Board”)Registration Statement on file with the SEC from time to time, the Adviser shall regularly provide will conduct, or cause to be conducted, a continual program of investment, evaluation, sale, and reinvestment of each Fund’s assets. Subject to paragraph (c) below, the Adviser is authorized, in its sole discretion, to: (i) obtain and evaluate pertinent economic, financial, and other information affecting each Fund with and its investment research, advice, management and supervision and shall furnish a continuous assets as such information relates to securities or other financial instruments that are purchased for or considered for purchase by the Funds; (ii) make investment program decisions for the Fund’s Funds; (iii) place purchase and sale orders for portfolio transactions on behalf of securities the Funds and manage otherwise uninvested cash assets of the Funds; (iv) arrange for the pricing of Fund securities; (v) execute account documentation, agreements, contracts and other investments. The Adviser shall determine from time to time what securities documents as may be requested by brokers, dealers, counterparties and other investments and instruments will be purchased, retained, sold or exchanged by persons in connection with the Fund and what portion Adviser’s management of the assets of the Funds (in such respect, and only for this limited purpose, the Adviser will act as the Funds’ agent and attorney-in-fact); (vi) employ professional portfolio managers and securities analysts who provide research and other services to the Funds; and (vii) make decisions with respect to the use by the Funds of borrowing for leverage or other investment purposes as consistent with the Fund’s portfolio will be held in the various securities and other investments in which the Fund investsexemptive relief, and shall implement those decisions (including the execution of investment documentation and agreements), all subject to the provisions of the Trust’s Declaration of Trust and By-Laws (collectively, the “Governing Documents”), the 1940 Act and the applicable rules and regulations promulgated thereunder by the Securities and Exchange Commission (the “SEC”objective(s) and interpretive guidance issued thereunder by the SEC staff policies and any other applicable federal and state law, as well as the investment objectives, policies regulations and restrictions of the Fund, interpretations and any other specific policies adopted by the Board and disclosed to the Adviser. The Adviser is authorized as the agent of the Trust to give instructions to the custodian of the Fund as to deliveries of securities and other investments and payments of cash for the account of the Fund. Subject to applicable provisions of the 1940 Act and direction exemptions from the Board, the investment program to be provided hereunder may entail the investment of all or substantially all of the assets of the Fund in one or more investment companiesforegoing. The Adviser will place orders pursuant in general take such action as is appropriate to its effectively manage each Fund’s investment determinations for the Fund either directly with the issuer or with any broker or dealer, foreign currency dealer, futures commission merchant or others selected by it. In connection with the selection of such brokers or dealers and the placing of such orders, subject to applicable law, brokers or dealers may be selected who also provide brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) to the Fund and/or the other accounts over which the Adviser or its affiliates exercise investment discretionpractices. The Adviser is authorized agrees to pay a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for perform its duties hereunder in compliance with the Fund which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if the Adviser determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage and research services provided by such broker or dealer. This determination may be viewed in terms of either that particular transaction or the overall responsibilities which the Adviser and its affiliates have with respect to accounts over which they exercise investment discretion. The Board may adopt Funds’ policies and procedures that modify adopted pursuant to Rule 38a-1 of the 1940 Act, and restrict the Adviser’s authority regarding duties and obligations of Rule 206(4)-7 under the execution of Advisers Act, including providing the Fund’s portfolio transactions provided herein. The Trust hereby authorizes any entity or person associated with the Adviser or any sub-adviser retained by the Adviser pursuant to Section 9 of this Agreement, which is a member of a national securities exchange, to effect any transaction on the exchange for the account Chief Compliance Officer of the Trust which is permitted by Section 11(a) of and/or the Securities Exchange Act of 1934 Trustees with such information, reports and Rule 11a2-2(T) thereunder, and the Trust hereby consents to the retention of compensation for such transactions in accordance with Rule 11a2-2(T)(a)(2)(iv) provided the transaction complies with the Trust’s Rule 17e-1 policies and procedurescertifications as they may reasonably request.

Investment Advisory Services. Subject to the supervision of the Trust’s Board of Trustees (the “Board”), the Adviser The Manager shall regularly provide the Fund directly or through sub- advisers with such investment research, advice, management advice and supervision and as the Fund may from time to time consider necessary for the proper management of the assets of each Series, shall furnish a continuous continuously an investment program for the Fund’s portfolio of securities and other investments. The Adviser each Series, shall determine from time to time what which securities and or other investments and instruments will shall be purchased, retained, sold or exchanged by the Fund and what portion portions of the assets of the Fund’s portfolio will each Series shall be held in the various securities and or other investments in which the Fund investsor cash, and shall take such steps as are necessary to implement those decisions an overall investment plan for each Series, including providing or obtaining such services as may be necessary in managing, acquiring or disposing of securities, cash or other investments. The Fund has furnished or will furnish the Manager (including who is authorized to furnish any Service Provider) with copies of the execution Fund’s registration statement, Declaration of Trust, and Bylaws as currently in effect and agrees during the continuance of this Agreement to furnish the Manager with copies of any amendments or supplements thereto before or at the time the amendments or supplements become effective. The Manager and any Service Providers will be entitled to rely on all documents furnished by the Fund. The Manager represents that in performing investment documentation advisory services for each Series, the Manager shall make every effort to ensure that: (1) each Series shall comply with Section 817(h) of the Code and agreements)the regulations issued thereunder, all subject specifically Regulation Section 1.817-5, relating to the provisions diversification requirements for variable annuity, endowment, and life insurance contracts, and any amendments or other modifications to such Section or regulations; (2) each Series continuously qualifies as a regulated investment company under Subchapter M of the Trust’s Declaration of Trust Code or any successor provision; and By-Laws (collectively, 3) any and all applicable state insurance law restrictions on investments that operate to limit or restrict the “Governing Documents”), the 1940 Act and the applicable rules and regulations promulgated thereunder by the Securities and Exchange Commission (the “SEC”) and interpretive guidance issued thereunder by the SEC staff and any other applicable federal and state law, investments that a Series may otherwise make are complied with as well as any changes thereto. Except as instructed by the investment objectivesBoard, policies and restrictions of the FundManager shall also make decisions for the Fund as to the manner in which voting rights, rights to consent to corporate action, and any other specific rights pertaining to the Fund’s securities shall be exercised. If the Board at any time makes any determination as to investment policy and notifies the Manager of such determination, the Manager shall be bound by such determination for the period, if any, specified in the notice or until similarly notified that such determination has been revoked. The Manager shall take, on behalf of each Series, all actions which it deems necessary to implement the investment policies adopted of such Series, and in particular, to place all orders for the purchase or sale of portfolio investments for the account of each Series with brokers, dealers, futures commission merchants or banks selected by the Board and disclosed to the AdviserManager. The Adviser Manager also is authorized as the agent of the Trust Fund to give instructions to the any Service Provider serving as custodian of the Fund as to deliveries of securities and other investments and payments of cash for the account of the Fund. Subject to applicable provisions of the 1940 Act and direction from the Board, the investment program to be provided hereunder may entail the investment of all or substantially all of the assets of the Fund in one or more investment companies. The Adviser will place orders pursuant to its investment determinations for the Fund either directly with the issuer or with any broker or dealer, foreign currency dealer, futures commission merchant or others selected by iteach Series. In connection with the selection of such selecting brokers or dealers and placing purchase and sale orders with respect to assets of the placing Series, the Manager is directed at all times to seek to obtain best execution and price within the policy guidelines determined by the Board and set forth in the current registration statement. Subject to this requirement and the provisions of such ordersthe Act, subject to applicable lawthe Advisers Act, brokers or dealers may be selected who also provide brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934, as amended (the “Exchange 1934 Act”)) , and other applicable provisions of law, the Manager may select brokers or dealers that are affiliated with the Manager or the Fund. In addition to seeking the best price and execution, the Manager may also take into consideration research and statistical information, wire, quotation and other services provided by brokers and dealers to the Fund and/or the other accounts over which the Adviser or its affiliates exercise investment discretionManager. The Adviser Manager is also authorized to pay a broker or dealer who provides such brokerage and research services a effect individual securities transactions at commission for executing a portfolio transaction for the Fund which is rates in excess of the amount of minimum commission another broker or dealer would have charged for effecting that transaction rates available, if the Adviser Manager determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage brokerage, research and research other services provided by such broker or dealer. This determination may be , viewed in terms of either that particular transaction or the Manager’s overall responsibilities which the Adviser and its affiliates have with respect to accounts over which they exercise investment discretioneach Series. The policies with respect to brokerage allocation, determined from time to time by the Board may adopt policies and procedures that modify and restrict are those disclosed in the Adviser’s authority regarding the currently effective registration statement. The execution of the Fund’s portfolio such transactions provided hereinshall not be deemed to represent an unlawful act or breach of any duty created by this Agreement or otherwise. The Trust hereby authorizes any entity or person associated Manager will periodically evaluate the statistical data, research and other investment services provided to it by brokers and dealers. Such services may be used by the Manager in connection with the Adviser performance of its obligations under this Agreement or any sub-adviser retained by in connection with other advisory or investment operations including using such information in managing its own accounts. As part of carrying out its obligations to manage the Adviser pursuant to Section 9 of this Agreement, which is a member of a national securities exchange, to effect any transaction on the exchange for the account investment and reinvestment of the Trust which is permitted by Section 11(a) assets of the Securities Exchange Act of 1934 and Rule 11a2-2(T) thereunder, and the Trust hereby consents to the retention of compensation for such transactions in accordance with Rule 11a2-2(T)(a)(2)(iv) provided the transaction complies each Series consistent with the Trust’s Rule 17e-1 policies and procedures.requirements under the 1940 Act, the Manager shall:

Investment Advisory Services. Subject The Investment Adviser shall provide, or arrange for its affiliates to provide, the Fund with such investment research, advice and supervision as the latter from time to time may consider necessary for the proper supervision of the Trust’s Board assets of Trustees (the “Board”)Fund, the Adviser shall regularly provide the Fund with investment research, advice, management and supervision and shall furnish a continuous continuously an investment program for the Fund’s portfolio of securities Fund and other investments. The Adviser shall determine from time to time what which securities and other investments and instruments will shall be purchased, retained, sold or exchanged by the Fund and what portion of the assets of the Fund’s portfolio will Fund shall be held in the various securities and other investments in which the Fund invests, options, futures, options on futures or cash, subject always to the restrictions of the Articles of Incorporation and shall implement those decisions (including the execution By-Laws of investment documentation and agreements)the Fund, all subject as amended from time to time, the provisions of the Trust’s Declaration of Trust and By-Laws (collectively, the “Governing Documents”), the 1940 Investment Company Act and the applicable rules statements relating to the Fund's investment objective, investment policies and regulations promulgated thereunder investment restrictions as the same are set forth in filings made by the Securities and Exchange Commission (Fund under the “SEC”) and interpretive guidance issued thereunder by federal securities laws. The Investment Adviser shall make decisions for the SEC staff Fund as to the manner in which voting rights, rights to consent to corporate action and any other applicable federal rights pertaining to the Fund's portfolio securities shall be exercised. Should the Board of Directors at any time, however, make any definite determination as to investment policy and state lawnotify the Investment Adviser thereof in writing, as well as the investment objectivesInvestment Adviser shall be bound by such determination for the period, policies and restrictions if any, specified in such notice or until similarly notified that such determination has been revoked. The Investment Adviser shall take, on behalf of the Fund, all actions which it deems necessary to implement the investment policies determined as provided above, and any other specific policies adopted in particular to place all orders for the purchase or sale of portfolio securities for the Fund's account with brokers or dealers selected by it, and to that end, the Board and disclosed to the Adviser. The Investment Adviser is authorized as the agent of the Trust Fund to give instructions to the custodian of the Fund as to deliveries of securities and other investments and payments of cash for the account of the Fund. Subject to applicable provisions of the 1940 Act and direction from the Board, the investment program to be provided hereunder may entail the investment of all or substantially all of the assets of the Fund in one or more investment companies. The Adviser will place orders pursuant to its investment determinations for the Fund either directly with the issuer or with any broker or dealer, foreign currency dealer, futures commission merchant or others selected by it. In connection with the selection of such brokers or dealers and the placing of such ordersorders with respect to assets of the Fund, subject the Investment Adviser is directed at all times to applicable lawseek to obtain execution and prices within the policy guidelines determined by the Board of Directors and set forth in filings made by the Fund under the federal securities laws. Subject to this requirement and the provisions of the Investment Company Act, brokers or dealers may be selected who also provide brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934, as amended (amended, and other applicable provisions of law, the “Exchange Act”)) to Investment Adviser may select brokers or dealers with which it or the Fund and/or the other accounts over which the Adviser or its affiliates exercise investment discretion. The Adviser is authorized to pay a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for the Fund which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if the Adviser determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage and research services provided by such broker or dealer. This determination may be viewed in terms of either that particular transaction or the overall responsibilities which the Adviser and its affiliates have with respect to accounts over which they exercise investment discretion. The Board may adopt policies and procedures that modify and restrict the Adviser’s authority regarding the execution of the Fund’s portfolio transactions provided herein. The Trust hereby authorizes any entity or person associated with the Adviser or any sub-adviser retained by the Adviser pursuant to Section 9 of this Agreement, which is a member of a national securities exchange, to effect any transaction on the exchange for the account of the Trust which is permitted by Section 11(a) of the Securities Exchange Act of 1934 and Rule 11a2-2(T) thereunder, and the Trust hereby consents to the retention of compensation for such transactions in accordance with Rule 11a2-2(T)(a)(2)(iv) provided the transaction complies with the Trust’s Rule 17e-1 policies and proceduresaffiliated.

Investment Advisory Services. Subject The Manager shall provide (or arrange for affiliates to provide) the Fund with such investment research, advice and supervision as the latter may from time to time consider necessary for the proper supervision of the Trust’s Board assets of Trustees (the “Board”)Fund, the Adviser shall regularly provide the Fund with investment research, advice, management and supervision and shall furnish a continuous continuously an investment program for the Fund’s portfolio of securities Fund and other investments. The Adviser shall determine from time to time what which securities and other investments and instruments will shall be purchased, retained, sold or exchanged by the Fund and what portion of the assets of the Fund’s portfolio will Fund shall be held in the various securities and other investments in which the Fund invests, options, futures, options on futures or cash, subject always to the restrictions set forth in the Articles of Incorporation and shall implement those decisions (including By-Laws of the execution of investment documentation and agreements)Fund, all subject as amended from time to time, the provisions of the Trust’s Declaration of Trust and By-Laws (collectively, the “Governing Documents”), the 1940 Investment Company Act and the applicable rules statements relating to the Fund's investment objectives, investment policies and regulations promulgated thereunder by investment restrictions as the Securities same are set forth in the Prospectus and Exchange Commission (Statement of Additional Information. The Manager shall also make decisions for the “SEC”) and interpretive guidance issued thereunder by Fund as to the SEC staff manner in which voting rights, rights to consent to corporate action and any other applicable federal rights pertaining to the Fund's portfolio securities shall be exercised. Should the Directors at any time, however, make any definite determination as to investment policy and state lawnotify the Manager thereof in writing, as well as the investment objectivesManager shall be bound by such determination for the period, policies and restrictions if any, specified in such notice or until similarly notified that such determination has been revoked. The Manager shall take, on behalf of the Fund, all actions which it deems necessary to implement the investment policies determined as provided above, and any other specific policies adopted in particular to place all orders for the purchase or sale of portfolio securities for the Fund's account with brokers or dealers selected by it, and to that end, the Board and disclosed to the Adviser. The Adviser Manager is authorized as the agent of the Trust Fund to give instructions to the custodian Custodian of the Fund as to deliveries of securities and other investments and payments of cash for the account of the Fund. Subject to applicable provisions of the 1940 Act and direction from the Board, the investment program to be provided hereunder may entail the investment of all or substantially all of the assets of the Fund in one or more investment companies. The Adviser will place orders pursuant to its investment determinations for the Fund either directly with the issuer or with any broker or dealer, foreign currency dealer, futures commission merchant or others selected by it. In connection with the selection of such brokers or dealers and the placing of such ordersorders with respect to assets of the Fund, subject the Manager is directed at all times to applicable lawseek to obtain execution and price within the policy guidelines determined by the Directors as set forth in the Prospectus and Statement of Additional Information. Subject to this requirement and the provisions of the Investment Company Act, brokers or dealers may be selected who also provide brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934, as amended (amended, and other applicable provisions of law, the “Exchange Act”)) to Manager may select brokers or dealers with which it or the Fund and/or the other accounts over which the Adviser or its affiliates exercise investment discretion. The Adviser is authorized to pay a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for the Fund which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if the Adviser determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage and research services provided by such broker or dealer. This determination may be viewed in terms of either that particular transaction or the overall responsibilities which the Adviser and its affiliates have with respect to accounts over which they exercise investment discretion. The Board may adopt policies and procedures that modify and restrict the Adviser’s authority regarding the execution of the Fund’s portfolio transactions provided herein. The Trust hereby authorizes any entity or person associated with the Adviser or any sub-adviser retained by the Adviser pursuant to Section 9 of this Agreement, which is a member of a national securities exchange, to effect any transaction on the exchange for the account of the Trust which is permitted by Section 11(a) of the Securities Exchange Act of 1934 and Rule 11a2-2(T) thereunder, and the Trust hereby consents to the retention of compensation for such transactions in accordance with Rule 11a2-2(T)(a)(2)(iv) provided the transaction complies with the Trust’s Rule 17e-1 policies and proceduresaffiliated.

Investment Advisory Services. Subject always to the supervision of the Investment Adviser and the Trust’s 's Board of Trustees (the “Board”)Trustees, the Sub-Adviser shall regularly provide the Fund with investment research, advice, management and supervision and shall will furnish a continuous an investment program in respect of, and make investment decisions for, the portions of the Funds allocated to it by the Investment Adviser, and place all orders for the Fund’s portfolio purchase and sale of securities and other investments. The Adviser shall determine from time to time what securities and other investments and instruments will be purchased, retained, sold or exchanged by the Fund and what portion for such portions of the assets Funds. In the performance of its duties, the Fund’s portfolio Sub-Adviser will be held in the various securities and other investments in which the Fund invests, and shall implement those decisions (including the execution of investment documentation and agreements), all subject to comply with the provisions of the Trust’s Declaration of Trust and By-Laws (collectively's organizational documentation, the “Governing Documents”), the 1940 Act and the applicable rules and regulations promulgated thereunder by the Securities and Exchange Commission (the “SEC”) and interpretive guidance issued thereunder by the SEC staff and any other applicable federal and state law, as well as the respective stated investment objectivesobjective, policies and restrictions of the FundFunds, as amended, will use its best efforts to safeguard and promote the welfare of the Funds, and any will comply with other specific policies adopted by which the Trust's Board of Trustees or the Investment Adviser, as the case may be, may from time to time determine and disclosed communicate to the Sub-Adviser. 2 The Sub-Adviser is authorized further agrees that it: will use the same skill and care in providing such services as the agent of the Trust it uses in providing services to give instructions to the custodian of the Fund as to deliveries of securities and other investments and payments of cash accounts for the account of the Fund. Subject to applicable provisions of the 1940 Act and direction from the Board, the which it has investment program to be provided hereunder may entail the investment of all or substantially all of the assets of the Fund in one or more investment companies. The Adviser management responsibilities; will place orders pursuant to its investment determinations for the Fund Funds either directly with the issuer or with any broker or dealer; will report regularly to the Board of Trustees of the Trust and to the Investment Adviser and will make appropriate persons available for the purpose of reviewing with representatives of the Investment Adviser on a regular basis the management of the Funds, foreign currency dealerincluding, futures commission merchant without limitation, review of the general investment strategy of the Funds, interest rate considerations and general conditions affecting the marketplace; will maintain books and records with respect to the Funds' securities transactions as are required by applicable laws and regulations to be maintained and will furnish the Trust's Board of Trustees such periodic and special reports as are required by applicable laws and regulations to be furnished or others selected as the Board may reasonably request; will treat confidentially and as proprietary information of the Trust all records and other information relative to the Trust, and will not use records and information for any purpose other than performance of its responsibilities and duties hereunder, except after prior notification to and approval in writing by itthe Trust, which approval shall not be unreasonably withheld and may not be withheld where the Sub-Adviser may be exposed to civil or criminal contempt proceedings for failure to comply, when requested to divulge such information by duly constituted authorities, or when so requested by the Trust; will receive the recommendations as to guidelines and benchmarks of the Investment Adviser with respect to the investment and reinvestment of the assets of the Funds and perform its duties hereunder in accordance therewith; in making investment recommendations for the Funds, the Sub-Adviser's personnel will not inquire as to or take into consideration whether the issuers of securities proposed for purchase or sale for a Fund's accounts are clients of the Sub-Adviser or of its affiliates. In connection dealing with such clients, the selection of such brokers or dealers and the placing of such orders, subject to applicable law, brokers or dealers may be selected who also provide brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) to the Fund and/or the other accounts over which the Adviser or its affiliates exercise investment discretion. The Adviser is authorized to pay a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for the Fund which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if the Adviser determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage and research services provided by such broker or dealer. This determination may be viewed in terms of either that particular transaction or the overall responsibilities which the Sub-Adviser and its affiliates have with respect will not inquire as to accounts over which they exercise investment discretion. The Board may adopt policies and procedures that modify and restrict the Adviser’s authority regarding the execution or take into consideration whether securities of the Fund’s portfolio transactions provided herein. The Trust hereby authorizes any entity or person associated with the Adviser or any sub-adviser retained those customers are held by the Adviser pursuant to Section 9 of this Agreement, which is a member of a national securities exchange, to effect any transaction on the exchange for the account of the Trust which is permitted by Section 11(a) of the Securities Exchange Act of 1934 and Rule 11a2-2(T) thereunder, and the Trust hereby consents to the retention of compensation for such transactions in accordance with Rule 11a2-2(T)(a)(2)(iv) provided the transaction complies with the Trust’s Rule 17e-1 policies and procedures.; and

Investment Advisory Services. Subject The Investment Adviser shall provide (or arrange for affiliates to provide) the Fund with such investment research, advice and supervision as the latter may from time to time consider necessary for the proper supervision of the Trust’s Board assets of Trustees (the “Board”)Fund, the Adviser shall regularly provide the Fund with investment research, advice, management and supervision and shall furnish a continuous continuously an investment program for the Fund’s portfolio of securities Fund and other investments. The Adviser shall determine from time to time what which securities and other investments and instruments will shall be purchased, retained, sold or exchanged by the Fund and what portion of the assets of the Fund’s portfolio will Fund shall be held in the various securities and other investments in which the Fund invests, options, futures, options on futures or cash, subject always to the restrictions of the Articles of Incorporation and shall implement those decisions (including By-Laws of the execution of investment documentation and agreements)Fund, all subject as amended from time to time, the provisions of the Trust’s Declaration of Trust and By-Laws (collectively, the “Governing Documents”), the 1940 Investment Company Act and the applicable rules statements relating to the Fund's investment objectives, investment policies and regulations promulgated thereunder investment restrictions as the same are set forth in filings made by the Securities Fund under the Federal securities laws. The Investment Adviser shall make decisions for the Fund as to foreign currency matters and Exchange Commission (make determinations as to foreign exchange contracts, foreign currency options, foreign currency futures and related options on foreign currency futures. The Investment Adviser shall make decisions for the “SEC”) and interpretive guidance issued thereunder by Fund as to the SEC staff manner in which voting rights, rights to consent to corporate action and any other applicable federal rights pertaining to the Fund's portfolio securities shall be exercised. Should the Directors at any time, however, make any definite determination as to investment policy and state lawnotify the Investment Adviser thereof in writing, as well as the investment objectivesInvestment Adviser shall be bound by such determination for the period, policies and restrictions if any, specified in such notice or until similarly notified that such determination has been revoked. The Investment Adviser shall take, on behalf of the Fund, all actions which it deems necessary to implement the investment policies determined as provided above, and any other specific policies adopted in particular to place all orders for the purchase or sale of portfolio securities for the Fund's account with brokers or dealers selected by it, and to that end, the Board and disclosed to the Adviser. The Investment Adviser is authorized as the agent of the Trust Fund to give instructions to the custodian Custodian of the Fund as to deliveries of securities and other investments and payments of cash for the account of the Fund. Subject to applicable provisions of the 1940 Act and direction from the Board, the investment program to be provided hereunder may entail the investment of all or substantially all of the assets of the Fund in one or more investment companies. The Adviser will place orders pursuant to its investment determinations for the Fund either directly with the issuer or with any broker or dealer, foreign currency dealer, futures commission merchant or others selected by it. In connection with the selection of such brokers or dealers and the placing of such ordersorders with respect to assets of the Fund, subject the Investment Adviser is directed at all times to applicable lawseek to obtain execution and prices within the policy guidelines determined by the Board of Directors and set forth in filings made by the Fund under the Federal securities laws. Subject to this requirement and the provisions of the Investment Company Act, brokers or dealers may be selected who also provide brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934, as amended (amended, and other applicable provisions of law, the “Exchange Act”)) to Investment Adviser may select brokers or dealers with which it or the Fund and/or the other accounts over which the Adviser or its affiliates exercise investment discretion. The Adviser is authorized to pay a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for the Fund which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if the Adviser determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage and research services provided by such broker or dealer. This determination may be viewed in terms of either that particular transaction or the overall responsibilities which the Adviser and its affiliates have with respect to accounts over which they exercise investment discretion. The Board may adopt policies and procedures that modify and restrict the Adviser’s authority regarding the execution of the Fund’s portfolio transactions provided herein. The Trust hereby authorizes any entity or person associated with the Adviser or any sub-adviser retained by the Adviser pursuant to Section 9 of this Agreement, which is a member of a national securities exchange, to effect any transaction on the exchange for the account of the Trust which is permitted by Section 11(a) of the Securities Exchange Act of 1934 and Rule 11a2-2(T) thereunder, and the Trust hereby consents to the retention of compensation for such transactions in accordance with Rule 11a2-2(T)(a)(2)(iv) provided the transaction complies with the Trust’s Rule 17e-1 policies and proceduresaffiliated.

Investment Advisory Services. (a) Subject to the supervision of the Trust’s Board of Trustees (and the “Board”)Advisor, Subadviser shall as requested by the Adviser shall Advisor regularly provide the Fund Trust with investment research, advice, management and supervision and shall furnish a continuous investment program for the Fund’s portfolio Trust with respect to those assets of securities the Trust as may be designated by the Advisor from time to time consistent with the Trust's investment objectives, policies, and other investmentsrestrictions as stated in the Trust's current Prospectus and Statement of Additional Information. The Adviser Subadviser shall as requested by the Advisor determine from time to time what securities and or other investments and instruments property will be purchased, retained, retained or sold or exchanged by the Fund and what portion of the assets of the Fund’s portfolio will be held in the various securities and other investments in which the Fund investsTrust, and shall implement those decisions (including the execution of investment documentation and agreements)decisions, all subject to the provisions of the Trust’s 's Declaration of Trust and By-Laws (collectively, the “Governing Documents”)Laws, the 1940 Act and Act, the applicable rules and regulations promulgated thereunder by of the Securities and Exchange Commission (the “SEC”) Commission, and interpretive guidance issued thereunder by the SEC staff and any other applicable federal and state law, as well as the investment objectives, policies policies, and restrictions of the FundTrust, and any other specific policies adopted as each of the foregoing may be amended from time to time. Subadviser will as requested by the Board and disclosed to the Adviser. The Adviser is authorized as the agent of the Trust to give instructions to the custodian of the Fund as to deliveries of securities and other investments and payments of cash for the account of the Fund. Subject to applicable provisions of the 1940 Act and direction from the Board, the investment program to be provided hereunder may entail the investment of all or substantially all of the assets of the Fund in one or more investment companies. The Adviser will Advisor place orders pursuant to its investment determinations for the Fund Trust either directly with the issuer or with any broker broker, dealer or dealer, foreign currency dealer, futures commission merchant or others selected by it(collectively, a "broker"). In connection with the selection of such brokers or dealers and the placing of such ordersorders for the purchase and sale of portfolio investments for the Trust, subject Subadviser shall seek to applicable lawobtain for the Trust the most favorable price and execution available, brokers or dealers except to the extent it may be selected who also provide permitted to pay higher brokerage commissions for brokerage and research services (as those terms are defined described below. In using its best efforts to obtain for the Trust the most favorable price and execution available, Subadviser, bearing in Section 28(e) mind the Trust's best interests at all times, shall consider all factors it deems relevant, including, by way of illustration, price, the size of the Securities Exchange Act transaction, the nature of 1934the market for the security, the amount of the commission, the timing of the transaction taking into consideration market prices and trends, the reputation, experience and financial stability of the broker involved and the quality of service rendered by the broker in other transactions. Subject to such policies as amended (the “Exchange Act”)) Trustees may determine and communicate to Subadviser in writing, Subadviser shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its having caused the Fund and/or the other accounts over which the Adviser or its affiliates exercise investment discretion. The Adviser is authorized Trust to pay a broker or dealer who that provides such brokerage and research services a to Subadviser or any affiliated person of Subadviser an amount of commission for executing effecting a portfolio investment transaction for the Fund which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction transaction, if the Adviser Subadviser determines in good faith that such amount of commission is was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer. This determination may be broker, viewed in terms of either that particular transaction or the Subadviser's overall responsibilities which the Adviser and its affiliates have with respect to accounts over the Trust and to other clients of Subadviser and any affiliated person of Subadviser as to which they exercise Subadviser or any affiliated person of Subadviser exercises investment discretion. The Board Subadviser shall also perform such other functions of management and supervision as may adopt policies and procedures that modify and restrict the Adviser’s authority regarding the execution of the Fund’s portfolio transactions provided herein. The Trust hereby authorizes any entity or person associated with the Adviser or any sub-adviser retained be requested by the Adviser pursuant Advisor and agreed to Section 9 of this Agreement, which is a member of a national securities exchange, to effect any transaction on the exchange for the account of the Trust which is permitted by Section 11(a) of the Securities Exchange Act of 1934 and Rule 11a2-2(T) thereunder, and the Trust hereby consents to the retention of compensation for such transactions in accordance with Rule 11a2-2(T)(a)(2)(iv) provided the transaction complies with the Trust’s Rule 17e-1 policies and proceduresSubadviser.

Investment Advisory Services. Subject The Co-Advisers shall each act as an investment adviser to the supervision of the Trust’s Board of Trustees (the “Board”), the Adviser shall regularly Fund and provide the Fund following services, with investment researcha Co-Adviser to execute such specific service or services as the Co-Advisers shall determine among themselves, advice(i) obtain and evaluate such information relating to the economy, management industries, business, securities markets and supervision and shall furnish securities as it may deem necessary or useful in discharging its responsibilities hereunder, (ii) formulate a continuous investment continuing program for the Fund’s portfolio of securities and other investments. The Adviser shall determine from time to time what securities and other investments and instruments will be purchased, retained, sold or exchanged by the Fund and what portion of the assets of the Fund’s portfolio will be held in the various securities and other investments in which the Fund invests, and shall implement those decisions (including the execution of investment documentation and agreements), all subject to the provisions of the Trust’s Declaration of Trust and By-Laws (collectively, the “Governing Documents”), the 1940 Act and the applicable rules and regulations promulgated thereunder by the Securities and Exchange Commission (the “SEC”) and interpretive guidance issued thereunder by the SEC staff and any other applicable federal and state law, as well as the investment objectives, policies and restrictions of the Fund, and any other specific policies adopted by the Board and disclosed to the Adviser. The Adviser is authorized as the agent of the Trust to give instructions to the custodian of the Fund as to deliveries of securities and other investments and payments of cash for the account of the Fund. Subject to applicable provisions of the 1940 Act and direction from the Board, the investment program to be provided hereunder may entail the investment of all or substantially all of the assets of the Fund in one a manner consistent with its investment objective(s), policies and restrictions, and (iii) determine from time to time securities to be purchased, sold, retained or more investment companies. The Adviser lent by the Fund, and implement those decisions, including the selection of entities with or through which such purchases, sales or loans are to be effected; provided, that the Co-Adviser(s) will place orders pursuant to its investment determinations for the Fund either directly with the issuer or with any a broker or dealer, foreign currency dealer, futures commission merchant or others selected by it. In connection and if with the selection of such brokers or dealers and the placing of such orders, subject to applicable law, brokers or dealers may be selected who also provide brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) to the Fund and/or the other accounts over which the Adviser or its affiliates exercise investment discretion. The Adviser is authorized to pay a broker or dealer dealer, (a) the Co-Adviser placing the orders will attempt to obtain the best price and execution of its orders, and (b) each may nevertheless at its discretion purchase and sell portfolio securities from and to brokers who provides provide the Co-Adviser with research, analysis, advice and similar services and pay such brokerage and research services brokers in return a higher commission for executing a portfolio transaction for the Fund which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if the Adviser determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage and research services provided by such broker or dealer. This determination than may be viewed in terms of either that particular transaction or the overall responsibilities which the Adviser and its affiliates have with respect to accounts over which they exercise investment discretion. The Board may adopt policies and procedures that modify and restrict the Adviser’s authority regarding the execution of the Fund’s portfolio transactions provided hereincharged by other brokers. The Trust hereby authorizes any entity or person associated with the Adviser or any suba Co-adviser retained by the Adviser pursuant to Section 9 of this AgreementAdviser, which is a member of a national securities exchange, to effect any transaction on the exchange for the account of the Trust which is permitted by Section 11(a) of the Securities Exchange Act of 1934 and Rule 11a2-2(T) thereunder, and the Trust hereby consents to the retention of compensation for such transactions in accordance with Rule 11a2-2(T)(a)(2)(iv) provided ). The Co-Advisers shall carry out duties with respect to the transaction complies Fund's investments in accordance with applicable law and the Trust’s Rule 17e-1 investment objectives, policies and proceduresrestrictions set forth in the Fund's then-current Prospectus and Statement of Additional Information, and subject to such further limitations as the Trust may from time to time impose by written notice to the Co-Advisers.

Investment Advisory Services. Subject The Investment Adviser shall provide, or arrange for its affiliates to provide, the Fund with such investment research, advice and supervision as the latter from time to time may consider necessary for the proper supervision of the Trust’s Board assets of Trustees (the “Board”)Fund, the Adviser shall regularly provide the Fund with investment research, advice, management and supervision and shall furnish a continuous continuously an investment program for the Fund’s portfolio of securities Fund and other investments. The Adviser shall determine from time to time what which securities and other investments and instruments will shall be purchased, retained, sold or exchanged by the Fund and what portion of the assets of the Fund’s portfolio will Fund shall be held in the various securities and other investments in which the Fund invests, options, futures, options on futures or cash, subject always to the restrictions of the Articles of Incorporation and shall implement those decisions (including the execution By-Laws of investment documentation and agreements)the Fund, all subject as amended from time to time, the provisions of the Trust’s Declaration of Trust and By-Laws (collectively, the “Governing Documents”), the 1940 Investment Company Act and the applicable rules statements relating to the Fund's investment objectives, investment policies and regulations promulgated thereunder investment restrictions as the same are set forth in filings made by the Securities and Exchange Commission (Fund under the “SEC”) and interpretive guidance issued thereunder by federal securities laws. The Investment Adviser shall make decisions for the SEC staff Fund as to the manner in which voting rights, rights to consent to corporate action and any other applicable federal rights pertaining to the Fund's portfolio securities shall be exercised. Should the Board of Directors at any time, however, make any definite determination as to investment policy and state lawnotify the Investment Adviser thereof in writing, as well as the investment objectivesInvestment Adviser shall be bound by such determination for the period, policies and restrictions if any, specified in such notice or until similarly notified that such determination has been revoked. The Investment Adviser shall take, on behalf of the Fund, all actions which it deems necessary to implement the investment policies determined as provided above, and any other specific policies adopted in particular to place all orders for the purchase or sale of portfolio securities for the Fund's account with brokers or dealers selected by it, and to that end, the Board and disclosed to the Adviser. The Investment Adviser is authorized as the agent of the Trust Fund to give instructions to the custodian of the Fund as to deliveries of securities and other investments and payments of cash for the account of the Fund. Subject to applicable provisions of the 1940 Act and direction from the Board, the investment program to be provided hereunder may entail the investment of all or substantially all of the assets of the Fund in one or more investment companies. The Adviser will place orders pursuant to its investment determinations for the Fund either directly with the issuer or with any broker or dealer, foreign currency dealer, futures commission merchant or others selected by it. In connection with the selection of such brokers or dealers and the placing of such ordersorders with respect to assets of the Fund, subject the Investment Adviser is directed at all times to applicable lawseek to obtain execution and prices within the policy guidelines determined by the Board of Directors and set forth in filings made by the Fund under the federal securities laws. Subject to this requirement and the provisions of the Investment Company Act, brokers or dealers may be selected who also provide brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934, as amended (amended, and other applicable provisions of law, the “Exchange Act”)) to Investment Adviser may select brokers or dealers with which it or the Fund and/or the other accounts over which the Adviser or its affiliates exercise investment discretion. The Adviser is authorized to pay a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for the Fund which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if the Adviser determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage and research services provided by such broker or dealer. This determination may be viewed in terms of either that particular transaction or the overall responsibilities which the Adviser and its affiliates have with respect to accounts over which they exercise investment discretion. The Board may adopt policies and procedures that modify and restrict the Adviser’s authority regarding the execution of the Fund’s portfolio transactions provided herein. The Trust hereby authorizes any entity or person associated with the Adviser or any sub-adviser retained by the Adviser pursuant to Section 9 of this Agreement, which is a member of a national securities exchange, to effect any transaction on the exchange for the account of the Trust which is permitted by Section 11(a) of the Securities Exchange Act of 1934 and Rule 11a2-2(T) thereunder, and the Trust hereby consents to the retention of compensation for such transactions in accordance with Rule 11a2-2(T)(a)(2)(iv) provided the transaction complies with the Trust’s Rule 17e-1 policies and proceduresaffiliated.

Investment Advisory Services. Subject (a) PIMCO shall provide to the supervision Trust investment guidance and policy direction in connection with the management of the Trust’s Board of Trustees (the “Board”)Funds, the Adviser shall regularly provide the Fund with investment including oral and written research, analysis, advice, management and supervision statistical and shall furnish a continuous investment program for the Fund’s portfolio of securities economic data and other investmentsinformation. The Adviser shall determine from time to time what securities and other investments and instruments will be purchased, retained, sold or exchanged by the Fund and what portion of the assets of the Fund’s portfolio will be held in the various securities and other investments in which the Fund invests, and shall implement those decisions (including the execution of investment documentation and agreements), all subject to the provisions of the Trust’s Declaration of Trust and By-Laws (collectively, the “Governing Documents”), the 1940 Act and the applicable rules and regulations promulgated thereunder by the Securities and Exchange Commission (the “SEC”) and interpretive guidance issued thereunder by the SEC staff and any other applicable federal and state law, as well as Consistent with the investment objectives, policies and restrictions of the Fund, and any other specific policies adopted by the Board and disclosed applicable to the Adviser. The Adviser is authorized as Trust and its Funds, PIMCO will determine the agent securities and other assets to be purchased or sold or the other techniques to be utilized (including, but not limited to, securities lending) by each Fund of the Trust and will determine what portion of each Fund shall be invested in securities or other assets, and what portion, if any, should be held uninvested. The Trust will have the benefit of the investment analysis and research, the review of current economic conditions and trends and the consideration of long-range investment policy generally available to give instructions investment advisory clients of PIMCO. It is understood that PIMCO will not, to the custodian extent inconsistent with applicable law, use any material nonpublic information pertinent to investment decisions undertaken in connection with this Agreement that may be in its possession or in the possession of any of its affiliates. (b) As manager of the Fund as to deliveries assets of securities and other the Funds, PIMCO shall make investments and payments of cash for the account of the Fund. Subject to applicable Funds in accordance with PIMCO's best judgment and within the investment objectives, policies, and restrictions set forth in the Prospectus, the 1940 Act, any SEC exemptive relief and the provisions of the 1940 Act and direction from Internal Revenue Code relating to regulated investment companies, subject to policy decisions adopted by the Board, Trust's Board of Trustees. (c) PIMCO shall furnish to the Trust's Board of Trustees periodic reports on the investment program performance of the Trust and its Funds and on the performance of its investment advisory obligations under this Agreement and shall supply such additional reports and information as the Trust's officers or Board of Trustees shall reasonably request. (d) On occasions when PIMCO deems the purchase or sale of a security to be provided hereunder in the best interest of a Fund as well as other of its clients, PIMCO, to the extent permitted by applicable law, may entail aggregate the investment of all securities to be so sold or substantially all purchased in order to obtain the best execution of the assets of the Fund in order or lower brokerage commissions, if any. PIMCO may also on occasion purchase or sell a particular security for one or more investment companiesclients in different amounts. The Adviser On either occasion, and to the extent permitted by applicable law and regulations, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will place orders pursuant be made by PIMCO in the manner it considers to be equitable and consistent with its investment determinations for fiduciary obligations to the Trust and to such other customers. (e) PIMCO may cause a Fund either directly with the issuer or with any to pay a broker or dealer, foreign currency dealer, futures commission merchant or others selected by it. In connection with the selection of such brokers or dealers and the placing of such orders, subject to applicable law, brokers or dealers may be selected who also provide which provides brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) to the Fund and/or the other accounts over which the Adviser or its affiliates exercise investment discretion. The Adviser is authorized to pay a broker or dealer who provides such brokerage and research services PIMCO a commission for executing effecting a portfolio securities transaction for the Fund which is in excess of the amount of commission another broker or dealer would might have charged for effecting that transaction if the Adviser charged. Such higher commissions may not be paid unless PIMCO determines in good faith that such the amount of commission paid is reasonable in relation to the value of the brokerage and research services provided by such broker or dealer. This determination may be viewed received in terms of either that the particular transaction or the PIMCO's overall responsibilities which to the Adviser Trust and its affiliates any other of PIMCO's clients. (f) PIMCO may itself, or may cause a Fund to, commence, join in, consent to or oppose the reorganization, recapitalization, consolidation, sale, merger, foreclosure, liquidation or readjustment of the finances of any person or the securities or other property thereof, and to deposit any securities or other property with any protective, reorganization or similar committee. Without limiting the generality of the foregoing, PIMCO may represent a Fund on a creditors' (or similar) committee. (g) PIMCO shall have sole authority to exercise whatever powers the Trust may possess with respect to accounts over which they exercise investment discretion. The Board may adopt policies and procedures that modify and restrict the Adviser’s authority regarding the execution any of the assets of a Fund’s portfolio transactions provided herein. The Trust hereby authorizes any entity or person associated with , including, but not limited to, the Adviser or any sub-adviser retained by right to vote proxies, the Adviser power to exercise rights, options, warrants, conversion privileges and redemption privileges, and to tender securities pursuant to Section 9 of this Agreement, which is a member of a national securities exchange, to effect any transaction on the exchange for the account of the Trust which is permitted by Section 11(a) of the Securities Exchange Act of 1934 and Rule 11a2-2(T) thereunder, and the Trust hereby consents to the retention of compensation for such transactions in accordance with Rule 11a2-2(T)(a)(2)(iv) provided the transaction complies with the Trust’s Rule 17e-1 policies and procedurestender offer. 4.

Investment Advisory Services. Subject The Adviser shall act as investment adviser to each Trust and shall manage the supervision investments of each Trust in accordance with the respective investment objective, programs and restrictions of the Trust as provided in the Trust’s Board of Trustees (the “Board”)governing documents, the Adviser shall regularly provide the Fund with investment researchincluding, advicewithout limitation, management and supervision and shall furnish a continuous investment program for the Fund’s portfolio of securities and other investments. The Adviser shall determine from time to time what securities and other investments and instruments will be purchased, retained, sold or exchanged by the Fund and what portion of the assets of the Fund’s portfolio will be held in the various securities and other investments in which the Fund invests, and shall implement those decisions (including the execution of investment documentation and agreements), all subject to the provisions of the Trust’s Agreement and Declaration of Trust and By-Laws (collectivelyLaws, or otherwise and such other limitations as the Board of Trustees may impose from time to time in writing to the Adviser. In this regard, the “Governing Documents”)Adviser shall regularly make decisions as to what securities and other investments to purchase and sell on behalf of each Trust, and shall effect the purchase and sale of such investments. The Adviser shall also have discretion to vote any proxy solicited by a company in a Trust’s portfolio, again subject to the ultimate supervision of the Board. In performing these services, the 1940 Act Adviser may hire one or more sub-advisers (the “Sub-Advisers”) for a Trust to carry out the investment program of the Trust (subject to the approval of the Board and shareholders of the applicable rules and regulations promulgated thereunder Trust, except as otherwise permitted under the terms of any exemptive relief obtained by the Adviser from the Securities and Exchange Commission (the “SEC”), or by rule or regulation). To the extent that the Adviser does hire any Sub-Adviser, it will thereafter continuously review, supervise and (where appropriate) administer the investment program of each Trust. Without limiting the generality of the foregoing, the Adviser shall, or direct any Sub-Adviser to: (i) furnish the respective Trust with advice and interpretive guidance issued thereunder recommendations with respect to the investment of the Trust’s assets and the purchase and sale of portfolio securities for the Trust, including selecting brokers and effecting transactions or taking of such other steps as may be necessary to implement such advice and recommendations; (ii) furnish the respective Trust with reports, statements and other data on securities, economic conditions and other pertinent subjects which the Board may reasonably request; (iii) manage the investments of the respective Trust, subject to the ultimate supervision and direction of the Board; (iv) vote proxies solicited by portfolio companies; (v) provide persons satisfactory to the SEC staff Board to act as officers and any other applicable federal employees of the respective Trust (such officers and state lawemployees, as well as the investment objectivescertain trustees, policies and restrictions of the Fund, and any other specific policies adopted by the Board and disclosed to the Adviser. The Adviser is authorized as the agent of the Trust to give instructions to the custodian of the Fund as to deliveries of securities and other investments and payments of cash for the account of the Fund. Subject to applicable provisions of the 1940 Act and direction from the Board, the investment program to be provided hereunder may entail the investment of all or substantially all of the assets of the Fund in one or more investment companies. The Adviser will place orders pursuant to its investment determinations for the Fund either directly with the issuer or with any broker or dealer, foreign currency dealer, futures commission merchant or others selected by it. In connection with the selection of such brokers or dealers and the placing of such orders, subject to applicable law, brokers or dealers may be selected who also provide brokerage and research services (as those terms are defined in Section 28(e) trustees, directors, officers, partners, or employees of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) to the Fund and/or the other accounts over which the Adviser or its affiliates exercise investment discretion. The Adviser is authorized affiliates) but not including personnel to pay a broker provide administrative services or dealer who provides such brokerage and research distribution services a commission for executing a portfolio transaction for the Fund which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if the Adviser determines in good faith that such amount of commission is reasonable in relation to the value of Trust; and (vi) render to the brokerage Board such periodic and research services provided by such broker or dealer. This determination may be viewed in terms of either that particular transaction or the overall responsibilities which the Adviser and its affiliates have special reports with respect to accounts over which they exercise the respective Trust’s investment discretionactivities as the Board may reasonably request. The Board may adopt investment policies and procedures that modify all other actions of each Trust are and restrict shall at all times be subject to the Adviser’s authority regarding the execution control and direction of the Fund’s portfolio transactions provided herein. The Trust hereby authorizes any entity or person associated with the Adviser or any sub-adviser retained by the Adviser pursuant to Section 9 of this Agreement, which is a member of a national securities exchange, to effect any transaction on the exchange for the account of the Trust which is permitted by Section 11(a) of the Securities Exchange Act of 1934 and Rule 11a2-2(T) thereunder, and the Trust hereby consents to the retention of compensation for such transactions in accordance with Rule 11a2-2(T)(a)(2)(iv) provided the transaction complies with the Trust’s Rule 17e-1 policies and proceduresBoard.

Investment Advisory Services. (a) Subject to the supervision of the Trust’s Board of Trustees (and the “Board”)Advisor, Subadviser shall as requested by the Adviser shall Advisor regularly provide the Fund Trust with investment research, advice, management and supervision and shall furnish a continuous investment program for the FundTrust with respect to those assets of the Trust as may be designated by the Advisor from time to time consistent with the Trust’s portfolio investment objectives, policies, and restrictions as stated in the Trust’s current Prospectus and Statement of securities and other investmentsAdditional Information. The Adviser Subadviser shall as requested by the Advisor determine from time to time what securities and or other investments and instruments property will be purchased, retained, retained or sold or exchanged by the Fund and what portion of the assets of the Fund’s portfolio will be held in the various securities and other investments in which the Fund investsTrust, and shall implement those decisions (including the execution of investment documentation and agreements)decisions, all subject to the provisions of the Trust’s Declaration of Trust and By-Laws (collectively, the “Governing Documents”)Laws, the 1940 Act and Act, the applicable rules and regulations promulgated thereunder by of the Securities and Exchange Commission (the “SEC”) Commission, and interpretive guidance issued thereunder by the SEC staff and any other applicable federal and state law, as well as the investment objectives, policies policies, and restrictions of the FundTrust, and any other specific policies adopted as each of the foregoing may be amended from time to time. Subadviser will as requested by the Board and disclosed to the Adviser. The Adviser is authorized as the agent of the Trust to give instructions to the custodian of the Fund as to deliveries of securities and other investments and payments of cash for the account of the Fund. Subject to applicable provisions of the 1940 Act and direction from the Board, the investment program to be provided hereunder may entail the investment of all or substantially all of the assets of the Fund in one or more investment companies. The Adviser will Advisor place orders pursuant to its investment determinations for the Fund Trust either directly with the issuer or with any broker broker, dealer or dealer, foreign currency dealer, futures commission merchant or others selected by it(collectively, a “broker”). In connection with the selection of such brokers or dealers and the placing of such ordersorders for the purchase and sale of portfolio investments for the Trust, subject Subadviser shall seek to applicable lawobtain for the Trust the most favorable price and execution available, brokers or dealers except to the extent it may be selected who also provide permitted to pay higher brokerage commissions for brokerage and research services (as those terms are defined described below. In using its best efforts to obtain for the Trust the most favorable price and execution available, Subadviser, bearing in Section 28(e) mind the Trust’s best interests at all times, shall consider all factors it deems relevant, including, by way of illustration, price, the size of the Securities Exchange Act transaction, the nature of 1934the market for the security, the amount of the commission, the timing of the transaction taking into consideration market prices and trends, the reputation, experience and financial stability of the broker involved and the quality of service rendered by the broker in other transactions. Subject to such policies as amended (the “Exchange Act”)) Trustees may determine and communicate to Subadviser in writing, Subadviser shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its having caused the Fund and/or the other accounts over which the Adviser or its affiliates exercise investment discretion. The Adviser is authorized Trust to pay a broker or dealer who that provides such brokerage and research services a to Subadviser or any affiliated person of Subadviser an amount of commission for executing effecting a portfolio investment transaction for the Fund which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction transaction, if the Adviser Subadviser determines in good faith that such amount of commission is was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer. This determination may be broker, viewed in terms of either that particular transaction or the Subadviser’s overall responsibilities which the Adviser and its affiliates have with respect to accounts over the Trust and to other clients of Subadviser and any affiliated person of Subadviser as to which they exercise Subadviser or any affiliated person of Subadviser exercises investment discretion. The Board Subadviser shall also perform such other functions of management and supervision as may adopt policies and procedures that modify and restrict the Adviser’s authority regarding the execution of the Fund’s portfolio transactions provided herein. The Trust hereby authorizes any entity or person associated with the Adviser or any sub-adviser retained be requested by the Adviser pursuant Advisor and agreed to Section 9 of this Agreement, which is a member of a national securities exchange, to effect any transaction on the exchange for the account of the Trust which is permitted by Section 11(a) of the Securities Exchange Act of 1934 and Rule 11a2-2(T) thereunder, and the Trust hereby consents to the retention of compensation for such transactions in accordance with Rule 11a2-2(T)(a)(2)(iv) provided the transaction complies with the Trust’s Rule 17e-1 policies and proceduresSubadviser.

Investment Advisory Services. Subject to the supervision of the Trust’s Board of Trustees (the “Board”), the Adviser shall regularly provide the each Fund with investment research, advice, management and supervision and shall furnish a continuous investment program for the Fund’s portfolio of securities and other investments. The Adviser shall determine from time to time what securities and other investments and instruments will be purchased, retained, sold or exchanged by the Fund and what portion of the assets of the Fund’s portfolio will be held in the various securities and other investments in which the Fund invests, and shall implement those decisions (including the execution of investment documentation and agreements), all subject to the provisions of the Trust’s Declaration of Trust and By-Laws (collectively, the “Governing Documents”), the 1940 Act and the applicable rules and regulations promulgated thereunder by the Securities and Exchange Commission (the “SEC”) and interpretive guidance issued thereunder by the SEC staff and any other applicable federal and state law, as well as the investment objectives, policies and restrictions of the Fund, and any other specific policies adopted by the Board and disclosed to the Adviser. The Adviser is authorized as the agent of the Trust to give instructions to the custodian of the Fund as to deliveries of securities and other investments and payments of cash for the account of the Fund. Subject to applicable provisions of the 1940 Act and direction from the Board, the investment program to be provided hereunder may entail the investment of all or substantially all of the assets of the Fund in one or more investment companies. The Adviser will place orders pursuant to its investment determinations for the Fund either directly with the issuer or with any broker or dealer, foreign currency dealer, futures commission merchant or others selected by it. In connection with the selection of such brokers or dealers and the placing of such orders, subject to applicable law, brokers or dealers may be selected who also provide brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) to the Fund and/or the other accounts over which the Adviser or its affiliates exercise investment discretion. The Adviser is authorized to pay a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for the Fund which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if the Adviser determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage and research services provided by such broker or dealer. This determination may be viewed in terms of either that particular transaction or the overall responsibilities which the Adviser and its affiliates have with respect to accounts over which they exercise investment discretion. The Board may adopt policies and procedures that modify and restrict the Adviser’s authority regarding the execution of the Fund’s portfolio transactions provided herein. The Trust hereby authorizes any entity or person associated with the Adviser or any sub-adviser retained by the Adviser pursuant to Section 9 of this Agreement, which is a member of a national securities exchange, to effect any transaction on the exchange for the account of the Trust which is permitted by Section 11(a) of the Securities Exchange Act of 1934 and Rule 11a2-2(T) thereunder, and the Trust hereby consents to the retention of compensation for such transactions in accordance with Rule 11a2-2(T)(a)(2)(iv) provided the transaction complies with the Trust’s Rule 17e-1 policies and procedures.

Investment Advisory Services. Subject to the supervision of the Trust’s Board of Trustees (the “Board”), the Adviser The Manager shall regularly provide the Fund Trust directly or through sub-advisers with such investment research, advice, management advice and supervision and as the Trust may from time to time consider necessary for the proper management of the assets of each Fund, shall furnish a continuous continuously an investment program for the each Fund’s portfolio of securities and other investments. The Adviser , shall determine from time to time what which securities and or other investments and instruments will shall be purchased, retained, sold or exchanged by the Fund and what portion portions of the assets of the Fund’s portfolio will each Fund shall be held in the various securities and or other investments in which the Fund investsor cash, and shall take such steps as are necessary to implement those decisions an overall investment plan for each Fund, including providing or obtaining such services as may be necessary in managing, acquiring or disposing of securities, cash or other investments. The Trust has furnished or will furnish the Manager (including the execution of investment documentation and agreements), all subject who is authorized to the provisions furnish any Service Provider) with copies of the Trust’s 's registration statement and Declaration of Trust as currently in effect and By-Laws (collectivelyagrees during the continuance of this Agreement to furnish the Manager with copies of any amendments or supplements thereto before or at the time the amendments or supplements become effective. The Manager and any Service Providers will be entitled to rely on all documents furnished by the Trust. The Manager represents that in performing investment advisory services for each Fund, the “Governing Documents”), Manager shall make every effort to ensure that: (1) each Fund continuously qualifies as a regulated investment company under Subchapter M of the 1940 Act Code or any successor provision; and (2) any applicable state securities law restrictions on investments that operate to limit or restrict the applicable rules and regulations promulgated thereunder by the Securities and Exchange Commission (the “SEC”) and interpretive guidance issued thereunder by the SEC staff and any other applicable federal and state law, investments that a Fund may otherwise make are complied with as well as any changes thereto. Except as instructed by the investment objectivesBoard, policies and restrictions of the FundManager shall also make decisions for the Trust as to the manner in which voting rights, rights to consent to corporate action, and any other specific rights pertaining to the Trust's securities shall be exercised. If the Board at any time makes any determination as to investment policy and notifies the Manager of such determination, the Manager shall be bound by such determination for the period, if any, specified in the notice or until similarly notified that such determination has been revoked. The Manager shall take, on behalf of each Fund, all actions which it deems necessary to implement the investment policies adopted of such Fund, and in particular, to place all orders for the purchase or sale of portfolio investments for the account of each Fund with brokers, dealers, futures commission merchants or financial institutions selected by the Board and disclosed to the AdviserManager. The Adviser Manager also is authorized as the agent of the Trust to give instructions to the any custodian of the Fund Trust as to deliveries of securities and other investments and payments of cash for the account of the each Fund. Subject to applicable provisions of the 1940 Act and direction from the Board, the investment program to be provided hereunder may entail the investment of all or substantially all of the assets of the Fund in one or more investment companies. The Adviser will place orders pursuant to its investment determinations for the Fund either directly with the issuer or with any broker or dealer, foreign currency dealer, futures commission merchant or others selected by it. In connection with the selection of such selecting brokers or dealers and placing purchase and sale orders with respect to assets of the placing Fund, the Manager is directed at all times to seek to obtain best execution and price within the policy guidelines determined by the Board and set forth in the current registration statement. Subject to this requirement and the provisions of such ordersthe Act, subject to applicable lawthe Advisers Act, brokers or dealers may be selected who also provide brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”"1934 ACT")) , and other applicable provisions of law, the Manager may select brokers or dealers that are affiliated with the Manager or the Trust. In addition to seeking the best price and execution, the Manager may also take into consideration research and statistical information, wire, quotation and other services provided by brokers and dealers to the Fund and/or the other accounts over which the Adviser or its affiliates exercise investment discretionManager. The Adviser Manager is also authorized to pay a broker or dealer who provides such brokerage and research services a effect individual securities transactions at commission for executing a portfolio transaction for the Fund which is rates in excess of the amount of minimum commission another broker or dealer would have charged for effecting that transaction rates available, if the Adviser Manager determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage brokerage, research and research other services provided by such broker or dealer. This determination may be , viewed in terms of either that particular transaction or the Manager's overall responsibilities which the Adviser and its affiliates have with respect to accounts over which they exercise investment discretioneach Fund. The Board may adopt policies and procedures that modify and restrict the Adviser’s authority regarding the execution of the Fund’s portfolio such transactions provided hereinshall not be deemed to represent an unlawful act or breach of any duty created by this Agreement or otherwise. The Trust hereby authorizes any entity or person associated policies with respect to brokerage allocation, determined from time to time by the Board are those disclosed in the currently effective registration statement. The Manager will periodically evaluate the statistical data, research and other investment services provided to it by brokers and dealers. Such services may be used by the Manager in connection with the Adviser performance of its obligations under this Agreement or any sub-adviser retained by in connection with other advisory or investment operations including using such information in managing its own accounts. As part of carrying out its obligations to manage the Adviser pursuant to Section 9 of this Agreement, which is a member of a national securities exchange, to effect any transaction on the exchange for the account investment and reinvestment of the Trust which is permitted by Section 11(a) assets of the Securities Exchange Act of 1934 and Rule 11a2-2(T) thereunder, and the Trust hereby consents to the retention of compensation for such transactions in accordance with Rule 11a2-2(T)(a)(2)(iv) provided the transaction complies each Fund consistent with the Trust’s Rule 17e-1 policies and procedures.requirements under the 1940 Act, the Manager shall:

Investment Advisory Services. Subject The Adviser shall provide (or arrange for affiliates to provide) the Trust with such investment research, advice and supervision as the latter may from time to time consider necessary for the proper supervision of the assets of the Trust’s Board of Trustees (the “Board”), the Adviser shall regularly provide the Fund with investment research, advice, management and supervision and shall furnish a continuous continuously an investment program for the Fund’s portfolio of securities Trust and other investments. The Adviser shall determine from time to time what which securities and other investments and instruments will shall be purchased, retained, sold or exchanged by the Fund and what portion of the assets of the Fund’s portfolio will Trust shall be held in the various securities and other investments in which the Fund Trust invests, and shall implement those decisions (including the execution of investment documentation and agreements)options, all futures, options on futures or cash, subject always to the provisions of restrictions set forth in the Trust’s Declaration of Trust and By-Laws (collectivelyof the Trust, as amended from time to time, the “Governing Documents”), provisions of the 1940 Investment Company Act and the applicable rules statements relating to the Trust's investment objective, investment policies and regulations promulgated thereunder by investment restrictions as the Securities same are set forth in the Prospectus and Exchange Commission (Statement of Additional Information. The Adviser shall also make decisions for the “SEC”) and interpretive guidance issued thereunder by Trust as to the SEC staff manner in which voting rights, rights to consent to corporate action and any other applicable federal rights pertaining to the Trust's portfolio securities shall be exercised. Should the Trustees at any time, however, make any definite determination as to investment policy and state lawnotify the Adviser thereof in writing, as well as the Adviser shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such determination has been revoked. The Adviser shall take, on behalf of the Trust, all actions that it deems necessary to implement the investment objectives, policies and restrictions of the Funddetermined as provided above, and any other specific policies adopted in particular to place all orders for the purchase or sale of portfolio securities for the Trust's account with brokers or dealers selected by it, and to that end, the Board and disclosed to the Adviser. The Adviser is authorized as the agent of the Trust to give instructions to the custodian of the Fund Trust as to deliveries of securities and other investments and payments of cash for the account of the Fund. Subject to applicable provisions of the 1940 Act and direction from the Board, the investment program to be provided hereunder may entail the investment of all or substantially all of the assets of the Fund in one or more investment companies. The Adviser will place orders pursuant to its investment determinations for the Fund either directly with the issuer or with any broker or dealer, foreign currency dealer, futures commission merchant or others selected by itTrust. In connection with the selection of such brokers or dealers and the placing of such ordersorders with respect to assets of the Trust, subject the Adviser is directed at all times to applicable lawseek to obtain execution and price within the policy guidelines determined by the Trustees as set forth in the prospectus and statement of additional information that form a part of the Trust's Registration Statement. Subject to this requirement and the provisions of the Investment Company Act, brokers or dealers may be selected who also provide brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) to the Fund and/or the amended, and other accounts over which applicable provisions of law, the Adviser may select brokers or its affiliates exercise investment discretion. The Adviser is authorized to pay a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for the Fund dealers with which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if the Adviser determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage and research services provided by such broker or dealer. This determination may be viewed in terms of either that particular transaction it or the overall responsibilities which the Adviser and its affiliates have with respect to accounts over which they exercise investment discretion. The Board may adopt policies and procedures that modify and restrict the Adviser’s authority regarding the execution of the Fund’s portfolio transactions provided herein. The Trust hereby authorizes any entity or person associated with the Adviser or any sub-adviser retained by the Adviser pursuant to Section 9 of this Agreement, which is a member of a national securities exchange, to effect any transaction on the exchange for the account of the Trust which is permitted by Section 11(a) of the Securities Exchange Act of 1934 and Rule 11a2-2(T) thereunder, and the Trust hereby consents to the retention of compensation for such transactions in accordance with Rule 11a2-2(T)(a)(2)(iv) provided the transaction complies with the Trust’s Rule 17e-1 policies and proceduresaffiliated.

Investment Advisory Services. Subject The Investment Adviser shall provide, or arrange for its affiliates to provide, the Fund with such investment research, advice and supervision as the latter from time to time may consider necessary for the proper supervision of the Trust’s Board assets of Trustees (the “Board”)Fund, the Adviser shall regularly provide the Fund with investment research, advice, management and supervision and shall furnish a continuous continuously an investment program for the Fund’s portfolio of securities Fund and other investments. The Adviser shall determine from time to time what which securities and other investments and instruments will shall be purchased, retained, sold or exchanged by the Fund and what portion of the assets of the Fund’s portfolio will Fund shall be held in cash or in the various securities and other investments securities, options, futures, and/or options on futures in which the Fund invests, subject always to the restrictions of the Articles of Incorporation and shall implement those decisions (including the execution By-Laws of investment documentation and agreements)the Fund, all subject as amended from time to time, the provisions of the Trust’s Declaration of Trust and By-Laws (collectively, the “Governing Documents”), the 1940 Investment Company Act and the applicable rules statements relating to the Fund's investment objectives, investment policies and regulations promulgated thereunder investment restrictions as the same are set forth in filings made by the Securities and Exchange Commission (Fund under the “SEC”) and interpretive guidance issued thereunder by federal securities laws. The Investment Adviser shall make decisions for the SEC staff Fund as to the manner in which voting rights, rights to consent to corporate action and any other applicable federal rights pertaining to the Fund's portfolio securities shall be exercised. Should the Board of Directors at any time, however, make any definite determination as to investment policy and state lawnotify the Investment Adviser thereof in writing, as well as the investment objectivesInvestment Adviser shall be bound by such determination for the period, policies and restrictions if any, specified in such notice or until similarly notified that such determination has been revoked. The Investment Adviser shall take, on behalf of the Fund, all actions which it deems necessary to implement the investment policies determined as provided above, and any other specific policies adopted in particular to place all orders for the purchase or sale of portfolio securities for the Fund's account with brokers or dealers selected by it, and to that end, the Board and disclosed to the Adviser. The Investment Adviser is authorized as the agent of the Trust Fund to give instructions to the custodian of the Fund as to deliveries of securities and other investments and payments of cash for the account of the Fund. Subject to applicable provisions of the 1940 Act and direction from the Board, the investment program to be provided hereunder may entail the investment of all or substantially all of the assets of the Fund in one or more investment companies. The Adviser will place orders pursuant to its investment determinations for the Fund either directly with the issuer or with any broker or dealer, foreign currency dealer, futures commission merchant or others selected by it. In connection with the selection of such brokers or dealers and the placing of such ordersorders with respect to assets of the Fund, subject the Investment Adviser is directed at all times to applicable lawseek to obtain execution and prices within the policy guidelines determined by the Board of Directors and set forth in filings made by the Fund under the federal securities laws. Subject to this requirement and the provisions of the Investment Company Act, brokers or dealers may be selected who also provide brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934, as amended (amended, and other applicable provisions of law, the “Exchange Act”)) to Investment Adviser may select brokers or dealers with which it or the Fund and/or the other accounts over which the Adviser or its affiliates exercise investment discretion. The Adviser is authorized to pay a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for the Fund which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if the Adviser determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage and research services provided by such broker or dealer. This determination may be viewed in terms of either that particular transaction or the overall responsibilities which the Adviser and its affiliates have with respect to accounts over which they exercise investment discretion. The Board may adopt policies and procedures that modify and restrict the Adviser’s authority regarding the execution of the Fund’s portfolio transactions provided herein. The Trust hereby authorizes any entity or person associated with the Adviser or any sub-adviser retained by the Adviser pursuant to Section 9 of this Agreement, which is a member of a national securities exchange, to effect any transaction on the exchange for the account of the Trust which is permitted by Section 11(a) of the Securities Exchange Act of 1934 and Rule 11a2-2(T) thereunder, and the Trust hereby consents to the retention of compensation for such transactions in accordance with Rule 11a2-2(T)(a)(2)(iv) provided the transaction complies with the Trust’s Rule 17e-1 policies and proceduresaffiliated.

Investment Advisory Services. Subject The Investment Adviser shall provide (or arrange for affiliates to provide) the Trust with such investment research, advice and supervision as the latter may from time to time consider necessary for the proper supervision of the Trust’s Board assets of Trustees (the “Board”)Portfolio, the Adviser shall regularly provide the Fund with investment research, advice, management and supervision and shall furnish a continuous continuously an investment program for the Fund’s portfolio of securities Portfolio and other investments. The Adviser shall determine from time to time what which securities and other investments and instruments will shall be purchased, retained, sold or exchanged by the Fund and what portion of the assets of the Fund’s portfolio will Portfolio shall be held in the various securities and other investments financial instruments in which the Fund investsPortfolio invests or cash, and shall implement those decisions (including the execution of investment documentation and agreements), all subject always to the provisions restrictions of the Trust’s Declaration of Trust and By-Laws (collectivelyof the Trust, as amended from time to time, the “Governing Documents”), provisions of the 1940 Investment Company Act and the applicable rules statements relating to the Portfolio's investment objectives, investment policies and regulations promulgated thereunder by investment restrictions as the Securities and Exchange Commission (same are set forth in the “SEC”) and interpretive guidance issued thereunder by Trust's current Registration Statement. The Investment Adviser shall make decisions for the SEC staff Trust as to the manner in which voting rights, rights to consent to corporate action and any other applicable federal rights pertaining to the Portfolio's portfolio securities shall be exercised. Should the Trustees at any time, however, make any definite determination as to investment policy and state lawnotify the Investment Adviser thereof in writing, as well as the Investment Adviser shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such determination has been revoked. The Investment Adviser shall take, on behalf of the Portfolio, all actions which it deems necessary to implement the investment objectives, policies and restrictions of the Funddetermined as provided above, and any other specific policies adopted in particular to place all orders for the purchase or sale of portfolio securities for the Portfolio's account with brokers or dealers selected by it, and to that end, the Board and disclosed to the Adviser. The Investment Adviser is authorized as the agent of the Trust to give instructions to the custodian of the Fund Portfolio as to deliveries of securities and other investments and payments of cash for the account of the Fund. Subject to applicable provisions of the 1940 Act and direction from the Board, the investment program to be provided hereunder may entail the investment of all or substantially all of the assets of the Fund in one or more investment companies. The Adviser will place orders pursuant to its investment determinations for the Fund either directly with the issuer or with any broker or dealer, foreign currency dealer, futures commission merchant or others selected by itPortfolio. In connection with the selection of such brokers or dealers and the placing of such ordersorders with respect to assets of the Portfolio, subject the Investment Adviser is directed at all times to applicable lawseek to obtain execution and price within the policy guidelines determined by the Trustees and set forth in the then current Registration Statement. Subject to this requirement and the provisions of the Investment Company Act, brokers or dealers may be selected who also provide brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934, as amended (amended, and other applicable provisions of law, the “Exchange Act”)) to the Fund and/or the other accounts over Investment Adviser may select brokers or dealers with which the Adviser or its affiliates exercise investment discretion. The Adviser is authorized to pay a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for the Fund which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if the Adviser determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage and research services provided by such broker or dealer. This determination may be viewed in terms of either that particular transaction it or the overall responsibilities which the Adviser and its affiliates have with respect to accounts over which they exercise investment discretion. The Board may adopt policies and procedures that modify and restrict the Adviser’s authority regarding the execution of the Fund’s portfolio transactions provided herein. The Trust hereby authorizes any entity or person associated with the Adviser or any sub-adviser retained by the Adviser pursuant to Section 9 of this Agreement, which is a member of a national securities exchange, to effect any transaction on the exchange for the account of the Trust which is permitted by Section 11(a) of the Securities Exchange Act of 1934 and Rule 11a2-2(T) thereunder, and the Trust hereby consents to the retention of compensation for such transactions in accordance with Rule 11a2-2(T)(a)(2)(iv) provided the transaction complies with the Trust’s Rule 17e-1 policies and proceduresaffiliated.

Investment Advisory Services. Subject The Adviser shall act as investment adviser to the supervision Fund and shall manage the investments of the Fund on behalf of the Fund in accordance with the investment objectives, programs and restrictions of the Fund as provided in the Trust’s Board of Trustees (the “Board”)governing documents, the Adviser shall regularly provide the Fund with investment researchincluding, advicewithout limitation, management and supervision and shall furnish a continuous investment program for the Fund’s portfolio of securities and other investments. The Adviser shall determine from time to time what securities and other investments and instruments will be purchased, retained, sold or exchanged by the Fund and what portion of the assets of the Fund’s portfolio will be held in the various securities and other investments in which the Fund invests, and shall implement those decisions (including the execution of investment documentation and agreements), all subject to the provisions of the Trust’s Agreement and Declaration of Trust and By-Laws (collectivelyLaws, or otherwise and such other limitations as the Board of Trustees may impose from time to time in writing to the Adviser. In this regard, the “Governing Documents”)Adviser shall regularly make decisions as to what securities and other investments to purchase and sell on behalf of the Fund, and shall effect the purchase and sale of such investments. The Adviser shall also have discretion to vote any proxy solicited by a Fund’s portfolio company, again subject to the ultimate supervision of the Board. In performing these services, the 1940 Act Adviser may hire one or more sub-advisers (the “Sub-Advisers”) for the Fund to carry out the investment program of the Fund (subject to the approval of the Board and shareholders of the applicable rules and regulations promulgated thereunder Fund, except as otherwise permitted under the terms of any exemptive relief obtained by the Adviser from the Securities and Exchange Commission (the “SEC”), or by rule or regulation). To the extent that the Adviser does hire any Sub-Adviser, it will thereafter continuously review, supervise and (where appropriate) administer the investment program of the Fund. Without limiting the generality of the foregoing, the Adviser shall, or direct any Sub-Adviser to: (i) furnish the Fund with advice and interpretive guidance issued thereunder recommendations with respect to the investment of the Fund’s assets and the purchase and sale of portfolio securities for the Fund, including selecting brokers and effecting transactions or taking of such other steps as may be necessary to implement such advice and recommendations; (ii) furnish the Fund with reports, statements and other data on securities, economic conditions and other pertinent subjects which the Board may reasonably request; (iii) manage the investments of the Fund, subject to the ultimate supervision and direction of the Board; (iv) vote proxies solicited by portfolio companies; (v) provide persons satisfactory to the SEC staff Board to act as officers and any other applicable federal employees of the Trust and state lawthe Fund (such officers and employees, as well as the investment objectivescertain trustees, policies and restrictions of the Fund, and any other specific policies adopted by the Board and disclosed to the Adviser. The Adviser is authorized as the agent of the Trust to give instructions to the custodian of the Fund as to deliveries of securities and other investments and payments of cash for the account of the Fund. Subject to applicable provisions of the 1940 Act and direction from the Board, the investment program to be provided hereunder may entail the investment of all or substantially all of the assets of the Fund in one or more investment companies. The Adviser will place orders pursuant to its investment determinations for the Fund either directly with the issuer or with any broker or dealer, foreign currency dealer, futures commission merchant or others selected by it. In connection with the selection of such brokers or dealers and the placing of such orders, subject to applicable law, brokers or dealers may be selected who also provide brokerage and research services (as those terms are defined in Section 28(e) trustees, directors, officers, partners, or employees of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) to the Fund and/or the other accounts over which the Adviser or its affiliates exercise investment discretion. The Adviser is authorized affiliates) but not including personnel to pay a broker provide administrative services or dealer who provides such brokerage and research distribution services a commission for executing a portfolio transaction for the Fund which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if the Adviser determines in good faith that such amount of commission is reasonable in relation to the value of Fund; and (vi) render to the brokerage Board such periodic and research services provided by such broker or dealer. This determination may be viewed in terms of either that particular transaction or the overall responsibilities which the Adviser and its affiliates have special reports with respect to accounts over which they exercise the Fund’s investment discretionactivities as the Board may reasonably request. The Board may adopt investment policies and procedures that modify all other actions of the Fund are and restrict shall at all times be subject to the Adviser’s authority regarding the execution control and direction of the Fund’s portfolio transactions provided herein. The Trust hereby authorizes any entity or person associated with the Adviser or any sub-adviser retained by the Adviser pursuant to Section 9 of this Agreement, which is a member of a national securities exchange, to effect any transaction on the exchange for the account of the Trust which is permitted by Section 11(a) of the Securities Exchange Act of 1934 and Rule 11a2-2(T) thereunder, and the Trust hereby consents to the retention of compensation for such transactions in accordance with Rule 11a2-2(T)(a)(2)(iv) provided the transaction complies with the Trust’s Rule 17e-1 policies and proceduresBoard.

Investment Advisory Services. Subject In acting as investment adviser to the supervision of the Trust’s Board of Trustees (the “Board”)Portfolio, the Adviser Manager shall regularly provide the Fund Portfolio with such investment research, advice, advice and management and supervision and shall furnish a continuous investment program for as the Fund’s portfolio of securities and other investments. The Adviser shall determine Fund may from time to time what consider necessary for the proper management of the Portfolio and shall furnish continuously an investment program and shall determine which securities and other investments and instruments will shall be purchased, retained, sold or exchanged by the Fund and what portion of the assets of the Fund’s portfolio will Portfolio shall be held in the various securities or other assets, subject always to any restrictions of the Fund's Articles of Incorporation and other investments in which the Fund investsBy-Laws, and shall implement those decisions (including the execution of investment documentation and agreements)as amended or supplemented from time to time, all subject to the provisions of applicable laws and regulations including the Trust’s Declaration of Trust and By-Laws (collectivelyInvestment Company Act, the “Governing Documents”), the 1940 Act and the applicable rules and regulations promulgated thereunder by statements relating to the Securities and Exchange Commission (the “SEC”) and interpretive guidance issued thereunder by the SEC staff and any other applicable federal and state law, as well as the Portfolio's investment objectives, policies and restrictions as the same are set forth in the prospectus of the Fund then-currently effective under the Securities Act of 1933 (the "Prospectus"). Should the Board of Directors of the Fund at any time, however, make any definite determination as to investment policy and notify the Manager thereof, the Manager shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such determination has been revoked. The Manager shall take, on behalf of the Fund, all actions which it deems necessary to implement the investment policies of the Portfolio, determined as provided above, and any other specific policies adopted in particular to place all orders for the purchase or sale of portfolio securities for the Portfolio with brokers or dealers selected by the Board and disclosed to the Adviser. The Adviser is authorized as the agent of the Trust to give instructions to the custodian of the Fund as to deliveries of securities and other investments and payments of cash for the account of the Fund. Subject to applicable provisions of the 1940 Act and direction from the Board, the investment program to be provided hereunder may entail the investment of all or substantially all of the assets of the Fund in one or more investment companies. The Adviser will place orders pursuant to its investment determinations for the Fund either directly with the issuer or with any broker or dealer, foreign currency dealer, futures commission merchant or others selected by itManager. In connection with the selection of such brokers or dealers and the placing of such orders, subject the Manager is directed at all times to applicable law, brokers or dealers may be selected who also provide brokerage and research services (as those terms are defined in Section 28(e) follow the policies of the Securities Exchange Act Fund as set forth in the Prospectus. Nothing herein shall preclude the "bunching" of 1934, as amended (orders for the “Exchange Act”)) to the Fund and/or sale or purchase of portfolio securities with the other Portfolios or with other accounts over which managed by the Adviser Manager or its affiliates exercise investment discretionthe Manager's general account and separate accounts. The Adviser is authorized to pay Manager shall not favor any account over any other and any purchase or sale orders executed contemporaneously shall be allocated in a broker or dealer who provides such brokerage manner it deems equitable among the accounts involved and research services at a commission for executing a portfolio transaction for the Fund price which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if the Adviser determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage and research services provided by such broker or dealer. This determination may be viewed in terms of either that particular transaction or the overall responsibilities which the Adviser and its affiliates have with respect to accounts over which they exercise investment discretion. The Board may adopt policies and procedures that modify and restrict the Adviser’s authority regarding the execution of the Fund’s portfolio transactions provided herein. The Trust hereby authorizes any entity or person associated with the Adviser or any sub-adviser retained by the Adviser pursuant to Section 9 of this Agreement, which is a member of a national securities exchange, to effect any transaction on the exchange for the account of the Trust which is permitted by Section 11(a) of the Securities Exchange Act of 1934 and Rule 11a2-2(T) thereunder, and the Trust hereby consents to the retention of compensation for such transactions in accordance with Rule 11a2-2(T)(a)(2)(iv) provided the transaction complies with the Trust’s Rule 17e-1 policies and proceduresapproximately averaged.

Investment Advisory Services. Subject The Investment Adviser shall provide, or ---------------------------- arrange for its affiliates to provide, the Fund with such investment research, advice and supervision as the latter from time to time may consider necessary for the proper supervision of the Trust’s Board assets of Trustees (the “Board”)Fund, the Adviser shall regularly provide the Fund with investment research, advice, management and supervision and shall furnish a continuous continuously an investment program for the Fund’s portfolio of securities Fund and other investments. The Adviser shall determine from time to time what which securities and other investments and instruments will shall be purchased, retained, sold or exchanged by the Fund and what portion of the assets of the Fund’s portfolio will Fund shall be held in the various securities and other investments in which the Fund invests, options, futures, options on futures or cash, subject always to the restrictions of the Articles of Incorporation and shall implement those decisions (including the execution By-Laws of investment documentation and agreements)the Fund, all subject as amended from time to time, the provisions of the Trust’s Declaration of Trust and By-Laws (collectively, the “Governing Documents”), the 1940 Investment Company Act and the applicable rules statements relating to the Fund's investment objective, investment policies and regulations promulgated thereunder investment restrictions as the same are set forth in filings made by the Securities and Exchange Commission (Fund under the “SEC”) and interpretive guidance issued thereunder by Federal securities laws. The Investment Adviser shall make decisions for the SEC staff Fund as to the manner in which voting rights, rights to consent to corporate action and any other applicable federal rights pertaining to the Fund's portfolio securities shall be exercised. Should the Board of Directors at any time, however, make any definite determination as to investment policy and state lawnotify the Investment Adviser thereof in writing, as well as the investment objectivesInvestment Adviser shall be bound by such determination for the period, policies and restrictions if any, specified in such notice or until similarly notified that such determination has been revoked. The Investment Adviser shall take, on behalf of the Fund, all actions which it deems necessary to implement the investment policies determined as provided above, and any other specific policies adopted in particular to place all orders for the purchase or sale of portfolio securities for the Fund's account with brokers or dealers selected by it, and to that end, the Board and disclosed to the Adviser. The Investment Adviser is authorized as the agent of the Trust Fund to give instructions to the custodian of the Fund as to deliveries of securities and other investments and payments of cash for the account of the Fund. Subject to applicable provisions of the 1940 Act and direction from the Board, the investment program to be provided hereunder may entail the investment of all or substantially all of the assets of the Fund in one or more investment companies. The Adviser will place orders pursuant to its investment determinations for the Fund either directly with the issuer or with any broker or dealer, foreign currency dealer, futures commission merchant or others selected by it. In connection with the selection of such brokers or dealers and the placing of such ordersorders with respect to assets of the Fund, subject the Investment Adviser is directed at all times to applicable lawseek to obtain execution and prices within the policy guidelines determined by the Board of Directors and set forth in filings made by the Fund under the Federal securities laws. Subject to this requirement and the provisions of the Investment Company Act, brokers or dealers may be selected who also provide brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934, as amended (amended, and other applicable provisions of law, the “Exchange Act”)) to Investment Adviser may select brokers or dealers with which it or the Fund and/or the other accounts over which the Adviser or its affiliates exercise investment discretion. The Adviser is authorized to pay a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for the Fund which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if the Adviser determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage and research services provided by such broker or dealer. This determination may be viewed in terms of either that particular transaction or the overall responsibilities which the Adviser and its affiliates have with respect to accounts over which they exercise investment discretion. The Board may adopt policies and procedures that modify and restrict the Adviser’s authority regarding the execution of the Fund’s portfolio transactions provided herein. The Trust hereby authorizes any entity or person associated with the Adviser or any sub-adviser retained by the Adviser pursuant to Section 9 of this Agreement, which is a member of a national securities exchange, to effect any transaction on the exchange for the account of the Trust which is permitted by Section 11(a) of the Securities Exchange Act of 1934 and Rule 11a2-2(T) thereunder, and the Trust hereby consents to the retention of compensation for such transactions in accordance with Rule 11a2-2(T)(a)(2)(iv) provided the transaction complies with the Trust’s Rule 17e-1 policies and proceduresaffiliated.

Investment Advisory Services. Subject The Investment Adviser shall provide (or arrange for the provision by affiliates of) the Trust with such investment research, advice and supervision as the latter may from time to time consider necessary for the proper supervision of the assets of the Low Duration Master Portfolio of the Trust’s Board of Trustees (the “Board”), the Adviser shall regularly provide the Fund with investment research, advice, management and supervision and shall furnish a continuous continuously an investment program for the Fund’s portfolio Low Duration Master Portfolio of securities the Trust and other investments. The Adviser shall determine from time to time what which securities and other investments and instruments will shall be purchased, retained, sold or exchanged by the Fund and what portion of the assets of the Fund’s portfolio will Low Duration Master Portfolio of the Trust shall be held in the various securities and other investments in which the Fund investsLow Duration Master Portfolio of the Trust invests or cash, subject always to the restrictions set forth in the Declaration of Trust and shall implement those decisions (including the execution By-Laws of investment documentation and agreements)the Trust, all subject as amended from time to time, the provisions of the Trust’s Declaration of Trust and By-Laws (collectively, the “Governing Documents”), the 1940 Investment Company Act and the applicable rules statements relating to the Low Duration Master Portfolio of the Trust's investment objectives, investment policies and regulations promulgated thereunder by investment restrictions as the Securities and Exchange Commission (same are set forth in the “SEC”) and interpretive guidance issued thereunder by Registration Statement. The Investment Adviser shall make decisions for the SEC staff Low Duration Master Portfolio of the Trust as to the manner in which voting rights, rights to consent to corporate action and any other applicable federal rights pertaining to the Low Duration Master Portfolio of the Trust's portfolio securities shall be exercised. Should the Board of Trustees at any time, however, make any definite determination as to investment policy and state lawnotify the Investment Adviser thereof in writing, as well as the Investment Adviser shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such determination has been revoked. The Investment Adviser shall take, on behalf of the Trust, all actions which it deems necessary to implement the investment objectivespolicies determined as provided above and, policies and restrictions in particular, to place all orders for the purchase or sale of portfolio securities for the FundTrust's account with brokers or dealers selected by it, and any other specific policies adopted by to that end, the Board and disclosed to the Adviser. The Investment Adviser is authorized as the agent of the Trust to give instructions to the custodian Custodian of the Fund Trust as to deliveries of securities and other investments and payments of cash for the account of the Fund. Subject to applicable provisions of the 1940 Act and direction from the Board, the investment program to be provided hereunder may entail the investment of all or substantially all of the assets of the Fund in one or more investment companies. The Adviser will place orders pursuant to its investment determinations for the Fund either directly with the issuer or with any broker or dealer, foreign currency dealer, futures commission merchant or others selected by itTrust. In connection with the selection of such brokers or dealers and the placing of such ordersorders with respect to assets of the Trust, subject the Investment Adviser is directed at all times to applicable lawseek to obtain execution and prices within the policy guidelines determined by the Board of Trustees as set forth in the Registration Statement. Subject to this requirement and the provisions of the Investment Company Act, brokers or dealers may be selected who also provide brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934, as amended (amended, and other applicable provisions of law, the “Exchange Act”)) to the Fund and/or the other accounts over Investment Adviser may select brokers or dealers with which the Adviser or its affiliates exercise investment discretion. The Adviser is authorized to pay a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for the Fund which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if the Adviser determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage and research services provided by such broker or dealer. This determination may be viewed in terms of either that particular transaction it or the overall responsibilities which the Adviser and its affiliates have with respect to accounts over which they exercise investment discretion. The Board may adopt policies and procedures that modify and restrict the Adviser’s authority regarding the execution of the Fund’s portfolio transactions provided herein. The Trust hereby authorizes any entity or person associated with the Adviser or any sub-adviser retained by the Adviser pursuant to Section 9 of this Agreement, which is a member of a national securities exchange, to effect any transaction on the exchange for the account of the Trust which is permitted by Section 11(a) of the Securities Exchange Act of 1934 and Rule 11a2-2(T) thereunder, and the Trust hereby consents to the retention of compensation for such transactions in accordance with Rule 11a2-2(T)(a)(2)(iv) provided the transaction complies with the Trust’s Rule 17e-1 policies and proceduresaffiliated.

Investment Advisory Services. Subject The Investment Adviser shall provide, or arrange for its affiliates to provide, the Trust with such investment research, advice and supervision as the latter from time to time may consider necessary for the proper supervision of the assets of the Trust’s Board of Trustees (the “Board”), the Adviser shall regularly provide the Fund with investment research, advice, management and supervision and shall furnish a continuous continuously an investment program for the Fund’s portfolio of securities Trust and other investments. The Adviser shall determine from time to time what which securities and other investments and instruments will shall be purchased, retained, sold or exchanged by the Fund and what portion of the assets of the Fund’s portfolio will Trust shall be held in the various securities and other investments in which the Fund Trust invests, options, futures, options on futures or cash, subject always to the restrictions of the Declaration of Trust and shall implement those decisions (including the execution By-Laws of investment documentation and agreements)the Trust, all subject as amended from time to time, the provisions of the Trust’s Declaration of Trust and By-Laws (collectively, the “Governing Documents”), the 1940 Investment Company Act and other applicable laws and the applicable rules statements relating to the Trust's investment objective, investment policies and regulations promulgated thereunder investment restrictions as the same are set forth in filings made by the Securities and Exchange Commission (Trust under the “SEC”) and interpretive guidance issued thereunder by federal securities laws. The Investment Adviser shall make decisions for the SEC staff Trust as to the manner in which voting rights, rights to consent to corporate action and any other applicable federal rights pertaining to the Trust's portfolio securities shall be exercised. Should the Board of Trustees at any time, however, make any definite determination as to investment policy and state lawnotify the Investment Adviser thereof in writing, as well as the Investment Adviser shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such determination has been revoked. The Investment Adviser shall take, on behalf of the Trust, all actions which it deems necessary to implement the investment objectives, policies and restrictions of the Funddetermined as provided above, and any other specific policies adopted in particular to place all orders for the purchase or sale of portfolio securities for the Trust's account with brokers or dealers selected by it, and to that end, the Board and disclosed to the Adviser. The Investment Adviser is authorized as the agent of the Trust to give instructions to the custodian of the Fund Trust as to deliveries of securities and other investments and payments of cash for the account of the Fund. Subject to applicable provisions of the 1940 Act and direction from the Board, the investment program to be provided hereunder may entail the investment of all or substantially all of the assets of the Fund in one or more investment companies. The Adviser will place orders pursuant to its investment determinations for the Fund either directly with the issuer or with any broker or dealer, foreign currency dealer, futures commission merchant or others selected by itTrust. In connection with the selection of such brokers or dealers and the placing of such ordersorders with respect to assets of the Trust, subject the Investment Adviser is directed at all times to applicable lawseek to obtain execution and prices within the policy guidelines determined by the Board of Trustees and set forth in filings made by the Trust under the federal securities laws. Subject to this requirement and the provisions of the Investment Company Act, brokers or dealers may be selected who also provide brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934, as amended (amended, and other applicable provisions of law, the “Exchange Act”)) to the Fund and/or the other accounts over Investment Adviser may select brokers or dealers with which the Adviser or its affiliates exercise investment discretion. The Adviser is authorized to pay a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for the Fund which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if the Adviser determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage and research services provided by such broker or dealer. This determination may be viewed in terms of either that particular transaction it or the overall responsibilities which the Adviser and its affiliates have with respect to accounts over which they exercise investment discretion. The Board may adopt policies and procedures that modify and restrict the Adviser’s authority regarding the execution of the Fund’s portfolio transactions provided herein. The Trust hereby authorizes any entity or person associated with the Adviser or any sub-adviser retained by the Adviser pursuant to Section 9 of this Agreement, which is a member of a national securities exchange, to effect any transaction on the exchange for the account of the Trust which is permitted by Section 11(a) of the Securities Exchange Act of 1934 and Rule 11a2-2(T) thereunder, and the Trust hereby consents to the retention of compensation for such transactions in accordance with Rule 11a2-2(T)(a)(2)(iv) provided the transaction complies with the Trust’s Rule 17e-1 policies and proceduresaffiliated.

Investment Advisory Services. Subject The Investment Adviser shall provide (or arrange for affiliates to provide) the Fund with such investment research, advice and supervision as the latter may from time to time consider necessary for the proper supervision of the Trust’s Board assets of Trustees (the “Board”)Fund, the Adviser shall regularly provide the Fund with investment research, advice, management and supervision and shall furnish a continuous continuously an investment program for the Fund’s portfolio of securities Fund and other investments. The Adviser shall determine from time to time what which securities and other investments and instruments will shall be purchased, retained, sold or exchanged by the Fund and what portion of the assets of the Fund’s portfolio will Fund shall be held in the various securities and other investments in which the Fund invests, options, futures, options on futures or cash, subject always to the restrictions of the Articles of Incorporation and shall implement those decisions (including By-Laws of the execution of investment documentation and agreements)Fund, all subject as amended from time to time, the provisions of the Trust’s Declaration of Trust and By-Laws (collectively, the “Governing Documents”), the 1940 Investment Company Act and the applicable rules statements relating to the Fund's investment objective, investment policies and regulations promulgated thereunder investment restrictions as the same are set forth in filings made by the Securities Fund under the Federal securities laws. The Investment Adviser shall make decisions for the Fund as to foreign currency matters and Exchange Commission (make determinations as to foreign exchange contracts, foreign currency options, foreign currency futures and related options on foreign currency futures. The Investment Adviser shall make decisions for the “SEC”) and interpretive guidance issued thereunder by Fund as to the SEC staff manner in which voting rights, rights to consent to corporate action and any other applicable federal rights pertaining to the Fund's portfolio securities shall be exercised. Should the Directors at any time, however, make any definite determination as to investment policy and state lawnotify the Investment Adviser thereof in writing, as well as the investment objectivesInvestment Adviser shall be bound by such determination for the period, policies and restrictions if any, specified in such notice or until similarly notified that such determination has been revoked. The Investment Adviser shall take, on behalf of the Fund, all actions which it deems necessary to implement the investment policies determined as provided above, and any other specific policies adopted in particular to place all orders for the purchase or sale of portfolio securities for the Fund's account with brokers or dealers selected by it, and to that end, the Board and disclosed to the Adviser. The Investment Adviser is authorized as the agent of the Trust Fund to give instructions to the custodian of the Fund as to deliveries of securities and other investments and payments of cash for the account of the Fund. Subject to applicable provisions of the 1940 Act and direction from the Board, the investment program to be provided hereunder may entail the investment of all or substantially all of the assets of the Fund in one or more investment companies. The Adviser will place orders pursuant to its investment determinations for the Fund either directly with the issuer or with any broker or dealer, foreign currency dealer, futures commission merchant or others selected by it. In connection with the selection of such brokers or dealers and the placing of such ordersorders with respect to assets of the Fund, subject the Investment Adviser is directed at all times to applicable lawseek to obtain execution and prices within the policy guidelines determined by the Board of Directors and set forth in filings made by the Fund under the Federal securities laws. Subject to this requirement and the provisions of the Investment Company Act, brokers or dealers may be selected who also provide brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934, as amended (amended, and other applicable provisions of law, the “Exchange Act”)) to Investment Adviser may select brokers or dealers with which it or the Fund and/or the other accounts over which the Adviser or its affiliates exercise investment discretion. The Adviser is authorized to pay a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for the Fund which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if the Adviser determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage and research services provided by such broker or dealer. This determination may be viewed in terms of either that particular transaction or the overall responsibilities which the Adviser and its affiliates have with respect to accounts over which they exercise investment discretion. The Board may adopt policies and procedures that modify and restrict the Adviser’s authority regarding the execution of the Fund’s portfolio transactions provided herein. The Trust hereby authorizes any entity or person associated with the Adviser or any sub-adviser retained by the Adviser pursuant to Section 9 of this Agreement, which is a member of a national securities exchange, to effect any transaction on the exchange for the account of the Trust which is permitted by Section 11(a) of the Securities Exchange Act of 1934 and Rule 11a2-2(T) thereunder, and the Trust hereby consents to the retention of compensation for such transactions in accordance with Rule 11a2-2(T)(a)(2)(iv) provided the transaction complies with the Trust’s Rule 17e-1 policies and proceduresaffiliated.

Investment Advisory Services. Subject to the supervision of the Trust’s Fund's Board of Trustees (the “Board”)Directors and Manager, the Sub-Adviser shall regularly will provide the Fund with investment research, advice, management and supervision and shall furnish a continuous investment program for the Fund’s portfolio Portfolio and determine the composition of securities the assets of the Portfolio, including determination of the purchase, retention or sale of the securities, cash, and other investmentsinvestments contained in the Portfolio's holdings. The Sub-Adviser shall determine from time to time what will provide investment research and conduct a continuous program of evaluation, investment, sales, and reinvestment of the Portfolio's assets by determining the securities and other investments and instruments will that shall be purchased, retainedentered into, sold sold, closed, or exchanged by for the Fund Portfolio, when these transactions should be executed, and what portion of the assets of the Fund’s portfolio will Portfolio should be held in the various securities and other investments in which the Fund investsit may invest, and shall implement those decisions (including the execution of investment documentation Sub-Adviser is hereby authorized to execute and agreements), all subject to the provisions perform such services on behalf of the Trust’s Declaration Portfolio. To the extent, if any, permitted by the investment policies of Trust and By-Laws (collectivelythe Portfolio, the “Governing Documents”)Sub-Adviser shall make determinations as to and execute and perform futures contracts and options on behalf of the Portfolio. The Sub-Adviser will provide the services under this Agreement in accordance with the Portfolio's investment objective or objectives, policies, and restrictions as stated in the 1940 Act and the applicable rules and regulations promulgated thereunder by Fund's Registration Statement filed with the Securities and Exchange Commission (SEC). Manager agrees to supply the “SEC”Sub-Adviser with a copy of the Registration Statement and each amendment thereto (the Registration Statement as amended from time to time hereinafter referred to as the REGISTRATION STATEMENT) and interpretive guidance issued thereunder by the SEC staff and any other applicable federal documents that set forth investment policies, procedures or restrictions governing the Portfolio and state law, as well as to notify the Sub-Adviser in writing of any changes in the investment objectives, policies policies, procedures and restrictions governing the Portfolio. Subject to the requirements of the Fund1940 Act, and any other specific policies adopted by the Board and disclosed to the Adviser. The Sub-Adviser is authorized to employ, retain or otherwise avail itself of the services or facilities of other persons or organizations, for the purpose of providing the Sub-Adviser or the Portfolio with such statistical and other factual information, such advice regarding economic factors and trends, such advice as to occasional transactions in specific securities or such other information, advice or assistance as the agent Sub-Adviser may deem necessary, appropriate or convenient for the discharge of the Trust to give instructions Sub-Adviser's responsibilities hereunder or otherwise helpful to the custodian Portfolio or in the discharge of the Fund as Sub-Adviser's overall responsibilities with respect to deliveries of securities and other investments and payments of cash for the account of the Fund. Subject to applicable provisions of the 1940 Act and direction from the Board, the investment program to be provided hereunder may entail the investment of all or substantially all of the assets of the Fund in one or more investment companies. The Adviser will place orders pursuant to its investment determinations for the Fund either directly with the issuer or with any broker or dealer, foreign currency dealer, futures commission merchant or others selected by it. In connection with the selection of such brokers or dealers and the placing of such orders, subject to applicable law, brokers or dealers may be selected who also provide brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) to the Fund and/or the other accounts over which that the Sub-Adviser or its affiliates exercise investment discretionserve as portfolio manager. The To the extent the Sub-Adviser is authorized to pay a broker employs, retains or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for the Fund which is in excess otherwise avails itself of the amount services or facilities of commission another broker other persons or dealer would have charged for effecting that transaction if organizations in connection with the Adviser determines in good faith that such amount of commission is reasonable in relation to the value performance of the brokerage and research services provided by such broker or dealer. This determination may be viewed in terms of either that particular transaction or the overall Sub-Adviser's responsibilities which the Adviser and its affiliates have with respect to accounts over which they exercise investment discretionthe Portfolio, the Sub-Adviser shall remain fully liable hereunder as though it had performed such services or provided such facilities itself, and its responsibilities and obligations hereunder shall in no way be reduced. The Board may adopt policies and procedures that modify and restrict the Adviser’s authority regarding the execution of the Fund’s portfolio transactions provided herein. The Trust hereby authorizes any entity or person associated with the Sub-Adviser or any sub-adviser retained by the Adviser pursuant to Section 9 of this Agreement, which is a member of a national securities exchange, to effect any transaction on the exchange for the account of the Trust which is permitted by Section 11(a) of the Securities Exchange Act of 1934 and Rule 11a2-2(T) thereunder, and the Trust hereby consents to the retention of compensation for such transactions in accordance with Rule 11a2-2(T)(a)(2)(iv) provided the transaction complies with the Trust’s Rule 17e-1 policies and procedures.further agrees as follows:

Investment Advisory Services. (a) Subject to the supervision of the Trust’s Board of Trustees (---------------------------- Directors and the “Board”)Manager, Batterymarch shall as requested by the Adviser shall Manager regularly provide the Fund with investment research, advice, management and supervision and shall furnish a continuous investment program for the Fund consistent with the Fund’s portfolio 's investment objectives, policies, and restrictions as stated in the Fund's current Prospectus and Statement of securities and other investmentsAdditional Information. The Adviser Batterymarch shall as requested by the Manager determine from time to time what securities and or other investments and instruments property will be purchased, retained, retained or sold or exchanged by the Fund and what portion of the assets of the Fund’s portfolio will be held in the various securities and other investments in which the Fund invests, and shall implement those decisions (including the execution of investment documentation and agreements)decisions, all subject to the provisions of the Trust’s Declaration of Trust Corporation's Articles and By-Laws (collectively, the “Governing Documents”)Laws, the 1940 Act and Act, the applicable rules and regulations promulgated thereunder by of the Securities and Exchange Commission (the “SEC”) Commission, and interpretive guidance issued thereunder by the SEC staff and any other applicable federal and state law, as well as the investment objectives, policies policies, and restrictions of the Fund, and any other specific policies adopted as each of the foregoing may be amended from time to time. Batterymarch will as requested by the Board and disclosed to the Adviser. The Adviser is authorized as the agent of the Trust to give instructions to the custodian of the Fund as to deliveries of securities and other investments and payments of cash for the account of the Fund. Subject to applicable provisions of the 1940 Act and direction from the Board, the investment program to be provided hereunder may entail the investment of all or substantially all of the assets of the Fund in one or more investment companies. The Adviser will Manager place orders pursuant to its investment determinations for the Fund either directly with the issuer or with any broker broker, dealer or dealer, foreign currency dealer, futures commission merchant or others selected by it(collectively, a "broker"). In connection with the selection of such brokers or dealers and the placing of such ordersorders for the purchase and sale of portfolio investments for the Fund, subject Batterymarch shall seek to applicable lawobtain for the Fund the most favorable price and execution available, brokers or dealers except to the extent it may be selected who also provide permitted to pay higher brokerage commissions for brokerage and research services (as those terms are defined described below. In using its best efforts to obtain for the Fund the most favorable price and execution available, Batterymarch, bearing in Section 28(e) mind the Fund's best interests at all times, shall consider all factors it deems relevant, including, by way of illustration, price, the size of the Securities Exchange Act transaction, the nature of 1934the market for the security, the amount of the commission, the timing of the transaction taking into consideration market prices and trends, the reputation, experience and financial stability of the broker involved and the quality of service rendered by the broker in other transactions. Subject to such policies as amended (the “Exchange Act”)) Directors may determine and communicate to Batterymarch in writing, Batterymarch shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its having caused the Fund and/or the other accounts over which the Adviser or its affiliates exercise investment discretion. The Adviser is authorized to pay a broker or dealer who that provides such brokerage and research services a to Batterymarch or any affiliated person of Batterymarch an amount of commission for executing effecting a portfolio investment transaction for the Fund which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction transaction, if the Adviser Batterymarch determines in good faith that such amount of commission is was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer. This determination may be broker, viewed in terms of either that particular transaction or the Batterymarch's overall responsibilities which the Adviser and its affiliates have with respect to accounts over the Fund and to other clients of Batterymarch and any affiliated person of Batterymarch as to which they exercise Batterymarch or any affiliated person of Batterymarch exercises investment discretion. The Board Batterymarch shall also perform such other functions of management and supervision as may adopt policies and procedures that modify and restrict the Adviser’s authority regarding the execution of the Fund’s portfolio transactions provided herein. The Trust hereby authorizes any entity or person associated with the Adviser or any sub-adviser retained be requested by the Adviser pursuant Manager and agreed to Section 9 of this Agreement, which is a member of a national securities exchange, to effect any transaction on the exchange for the account of the Trust which is permitted by Section 11(a) of the Securities Exchange Act of 1934 and Rule 11a2-2(T) thereunder, and the Trust hereby consents to the retention of compensation for such transactions in accordance with Rule 11a2-2(T)(a)(2)(iv) provided the transaction complies with the Trust’s Rule 17e-1 policies and proceduresBatterymarch.

Investment Advisory Services. Subject The Investment Adviser shall provide (or arrange for affiliates to provide) the Fund with such investment research, advice and supervision as the latter may from time to time consider necessary for the proper supervision of the Trust’s Board assets of Trustees (the “Board”)Fund, the Adviser shall regularly provide the Fund with investment research, advice, management and supervision and shall furnish a continuous continuously an investment program for the Fund’s portfolio of securities Fund and other investments. The Adviser shall determine from time to time what which securities and other investments and instruments will shall be purchased, retained, sold or exchanged by the Fund and what portion of the assets of the Fund’s portfolio will Fund shall be held in the various securities and other investments in which the Fund invests, and shall implement those decisions (including the execution of investment documentation and agreements)options, all futures, options on futures or cash, subject always to the provisions restrictions of the Trust’s Declaration of Trust and By-Laws (collectively, the “Governing Documents”), the 1940 Act and the applicable rules and regulations promulgated thereunder by the Securities and Exchange Commission (the “SEC”) and interpretive guidance issued thereunder by the SEC staff and any other applicable federal and state law, as well as the investment objectives, policies and restrictions of the Fund, as amended from time to time, the provisions of the Investment Company Act and the statements relating to the Fund's investment objectives, investment policies and investment restrictions as the same are set forth in filings made by the Fund under the Federal securities laws. The Investment Adviser shall make decisions for the Fund as to foreign currency matters and make determinations as to foreign exchange contracts, foreign currency options, foreign currency futures and related options on foreign currency futures. The Investment Adviser shall make decisions for the Fund as to the manner in which voting rights, rights to consent to corporate action and any other specific policies adopted by the Board and disclosed rights pertaining to the AdviserFund's portfolio securities shall be exercised. Should the Trustees at any time, however, make any definite determination as to investment policy and notify the Investment Adviser thereof in writing, the Investment Adviser shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such determination has been revoked. The Investment Adviser shall take, on behalf of the Fund, all actions which it deems necessary to implement the investment policies determined as provided above, and in particular to place all orders for the purchase or sale of portfolio securities for the Fund's account with brokers or dealers selected by it, and to that end, the Investment Adviser is authorized as the agent of the Trust Fund to give instructions to the custodian Custodian of the Fund as to deliveries of securities and other investments and payments of cash for the account of the Fund. Subject to applicable provisions of the 1940 Act and direction from the Board, the investment program to be provided hereunder may entail the investment of all or substantially all of the assets of the Fund in one or more investment companies. The Adviser will place orders pursuant to its investment determinations for the Fund either directly with the issuer or with any broker or dealer, foreign currency dealer, futures commission merchant or others selected by it. In connection with the selection of such brokers or dealers and the placing of such ordersorders with respect to assets of the Fund, subject the Investment Adviser is directed at all times to applicable lawseek to obtain execution and prices within the policy guidelines determined by the Board of Trustees and set forth in filings made by the Fund under the Federal securities laws. Subject to this requirement and the provisions of the Investment Company Act, brokers or dealers may be selected who also provide brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934, as amended (amended, and other applicable provisions of law, the “Exchange Act”)) to Investment Adviser may select brokers or dealers with which it or the Fund and/or the other accounts over which the Adviser or its affiliates exercise investment discretion. The Adviser is authorized to pay a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for the Fund which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if the Adviser determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage and research services provided by such broker or dealer. This determination may be viewed in terms of either that particular transaction or the overall responsibilities which the Adviser and its affiliates have with respect to accounts over which they exercise investment discretion. The Board may adopt policies and procedures that modify and restrict the Adviser’s authority regarding the execution of the Fund’s portfolio transactions provided herein. The Trust hereby authorizes any entity or person associated with the Adviser or any sub-adviser retained by the Adviser pursuant to Section 9 of this Agreement, which is a member of a national securities exchange, to effect any transaction on the exchange for the account of the Trust which is permitted by Section 11(a) of the Securities Exchange Act of 1934 and Rule 11a2-2(T) thereunder, and the Trust hereby consents to the retention of compensation for such transactions in accordance with Rule 11a2-2(T)(a)(2)(iv) provided the transaction complies with the Trust’s Rule 17e-1 policies and proceduresaffiliated.

Investment Advisory Services. Subject On behalf of each Fund, the Adviser is authorized, in its discretion and without prior consultation with the Trust, to buy, sell, lend and otherwise trade, consistent with the Fund's then current investment objective, policies and restrictions, any stocks, bonds and other securities and investment instruments subject to the supervision control and direction of the Trust’s 's Board of Trustees (the “Board”), the Adviser shall regularly provide the Fund with investment research, advice, management and supervision and shall furnish a continuous investment program for the Fund’s portfolio of securities and other investmentsTrustees. The Adviser shall determine furnish such reports, evaluations, information or analyses to the Trust with respect to each Fund as the Trust's Board of Trustees may request from time to time what securities and other investments and instruments will or as the Adviser may deem to be purchased, retained, sold or exchanged by desirable. The Adviser shall make recommendations to the Trust's Board of Trustees with respect to Fund and what portion of the assets of the Fund’s portfolio will be held in the various securities and other investments in which the Fund investspolicies, and shall implement those decisions (including the execution of investment documentation and agreements), all subject to the provisions of the Trust’s Declaration of Trust and By-Laws (collectively, the “Governing Documents”), the 1940 Act and the applicable rules and regulations promulgated thereunder by the Securities and Exchange Commission (the “SEC”) and interpretive guidance issued thereunder by the SEC staff and any other applicable federal and state law, carry out such policies as well as the investment objectives, policies and restrictions of the Fund, and any other specific policies are adopted by the Board and disclosed to the AdviserTrustees. The Adviser is authorized shall, subject to review by the Board of Trustees, furnish such other services as the agent of the Trust Adviser shall from time to give instructions time determine to the custodian of the Fund as be necessary or useful to deliveries of securities and other investments and payments of cash for the account of the Fund. Subject to applicable provisions of the 1940 Act and direction from the Boardperform its obligations under this Agreement, including but not limited to, the investment program to be provided hereunder may entail the investment appointment and supervision of all or substantially all of the assets of the Fund in one or more investment companiesany sub-adviser. The Adviser will shall place all orders pursuant to its investment determinations for the purchase and sale of portfolio securities for each Fund either directly with the issuer or with any broker or dealer, foreign currency dealer, futures commission merchant or others selected by it. In connection with the selection of such brokers or dealers selected by the Adviser, which may include brokers or dealers affiliated with the Adviser to the extent permitted by the 1940 Act. The Adviser shall use its best efforts to seek to execute portfolio transactions at prices which are advantageous to the Funds and at commission rates which are reasonable in relation to the placing of such orders, subject benefits received. In selecting brokers or dealers qualified to applicable lawexecute a particular transaction, brokers or dealers may be selected who also provide brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)amended) to the Fund Funds and/or the other accounts over which the Adviser or its affiliates exercise investment discretion. The Adviser is authorized to pay a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for the a Fund which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if the Adviser determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage and research services provided by such broker or dealer. This determination may be viewed in terms of either that particular transaction or the overall responsibilities which the Adviser and its affiliates have with respect to accounts over which they exercise investment discretion. The Board may adopt policies and procedures that modify and restrict of Trustees shall periodically review the Adviser’s authority regarding the execution of the Fund’s portfolio transactions provided herein. The Trust hereby authorizes any entity or person associated with the Adviser or any sub-adviser retained commissions paid by the Adviser pursuant Funds to Section 9 determine if the commissions paid over representative periods of this Agreement, which is a member of a national securities exchange, to effect any transaction on the exchange for the account of the Trust which is permitted by Section 11(a) of the Securities Exchange Act of 1934 and Rule 11a2-2(T) thereunder, and the Trust hereby consents time were reasonable in relation to the retention of compensation for such transactions in accordance with Rule 11a2-2(T)(a)(2)(iv) provided the transaction complies with the Trust’s Rule 17e-1 policies and proceduresbenefits to each Fund.

Investment Advisory Services. Subject The Investment Adviser shall provide each Fund with such investment research, advice and supervision as the latter may from time to time consider necessary for the proper supervision of the Trust’s Board assets of Trustees (the “Board”)each Fund, the Adviser shall regularly provide the Fund with investment research, advice, management and supervision and shall furnish a continuous continuously an investment program for the Fund’s portfolio of securities each Fund and other investments. The Adviser shall determine from time to time what which securities and other investments and instruments will shall be purchased, retained, sold or exchanged by the Fund and what portion of the assets of the Fund’s portfolio will each Fund shall be held in the various securities and other investments in which the each Fund investsinvests or cash, and shall implement those decisions (including the execution of investment documentation and agreements), all subject always to the provisions restrictions of the Trust’s Declaration of Trust and By-Laws (collectivelyof the Trust, as amended from time to time, the “Governing Documents”), provisions of the 1940 Investment Company Act and the applicable rules statements relating to each Fund's investment objectives, investment policies and regulations promulgated thereunder by investment restrictions as the same are set forth in the currently effective prospectus relating to the shares of beneficial interest of that Fund under the Securities and Exchange Commission Act of 1933, as amended (the “SEC”) and interpretive guidance issued thereunder by "Prospectus"). The Investment Adviser shall also make decisions for each Fund as to the SEC staff manner in which voting rights, rights to consent to corporate action and any other applicable federal rights pertaining to that Fund's portfolio securities shall be exercised. Should the Trustees at any time, however, make any definite determination as to investment policy and state lawnotify the Investment Adviser thereof in writing, as well as the Investment Adviser shall be bound by such determination for the period, if any specified in such notice or until similarly notified that such determination has been revoked. The Investment Adviser shall take, on behalf of each Fund, all actions that it deems necessary to implement the investment objectives, policies and restrictions of the Funddetermined as provided above, and any other specific policies adopted in particular to place all orders for the purchase or sale of portfolio securities for each Fund's account with brokers or dealers selected by it, and to that end, the Board and disclosed to the Adviser. The Investment Adviser is authorized as the agent of the Trust each Fund to give instructions to the that Fund's custodian of the Fund as to deliveries of securities and other investments and payments of cash for the account of the Fund. Subject to applicable provisions of the 1940 Act and direction from the Board, the investment program to be provided hereunder may entail the investment of all or substantially all of the assets of the Fund in one or more investment companies. The Adviser will place orders pursuant to its investment determinations for the Fund either directly with the issuer or with any broker or dealer, foreign currency dealer, futures commission merchant or others selected by it. In connection with the selection of such brokers or dealers and the placing of such ordersorders with respect to assets for each Fund, subject the Investment Adviser is directed at all times to applicable lawseek to obtain execution and price within the policy guidelines determined by the Trustees of the Trust and set forth in the Prospectus of each Fund. Subject to this requirement and the provisions of the Investment Company Act, brokers or dealers may be selected who also provide brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934, as amended (amended, and other applicable provisions of law, the “Exchange Act”)) to the Fund and/or the other accounts over Investment Adviser may select brokers or dealers with which the Adviser or its affiliates exercise investment discretion. The Adviser is authorized to pay a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for the Fund which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if the Adviser determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage and research services provided by such broker or dealer. This determination may be viewed in terms of either that particular transaction it or the overall responsibilities which the Adviser and its affiliates have with respect to accounts over which they exercise investment discretion. The Board may adopt policies and procedures that modify and restrict the Adviser’s authority regarding the execution of the Fund’s portfolio transactions provided herein. The Trust hereby authorizes any entity or person associated with the Adviser or any sub-adviser retained by the Adviser pursuant to Section 9 of this Agreement, which is a member of a national securities exchange, to effect any transaction on the exchange for the account of the Trust which is permitted by Section 11(a) of the Securities Exchange Act of 1934 and Rule 11a2-2(T) thereunder, and the Trust hereby consents to the retention of compensation for such transactions in accordance with Rule 11a2-2(T)(a)(2)(iv) provided the transaction complies with the Trust’s Rule 17e-1 policies and proceduresaffiliated.

Investment Advisory Services. Subject The Fund hereby engages the Adviser to act as its investment adviser subject to the supervision terms and conditions herein set forth. The Adviser shall use its staff and other facilities to conduct and maintain a continuous review of the TrustFund’s portfolio of securities and investments, and shall from time to time recommend to the Fund what securities, in the Adviser’s opinion, should be purchased or sold by the Fund, what portion of the assets of the Fund should remain uninvested, and the extent to which the Fund should otherwise use its investment powers. In conducting such review and making such recommendations, the Adviser shall be guided by the Fund’s investment policies as delineated and limited by the statements contained in documents filed with the Securities and Exchange Commission as amended from time to time, by policies adopted by the Fund’s Board of Trustees Directors (the “Board”), the Adviser shall regularly provide the Fund with investment research, advice, management and supervision and shall furnish a continuous investment program for the Fund’s portfolio of securities and other investments. The Adviser shall determine from time to time what securities and other investments and instruments will be purchased, retained, sold or exchanged by the Fund and what portion of the assets of the Fund’s portfolio will be held in the various securities and other investments in which the Fund invests, and shall implement those decisions (including the execution of investment documentation and agreements), all subject to the provisions of the TrustInvestment Company Act of 1940 and the rules promulgated thereunder, so that at all times the Fund shall be in compliance with its policies and the Investment Company Act of 1940. The Fund agrees to supply the Adviser with copies of all such documents and to notify the Adviser of any changes in the Fund’s Declaration of Trust investment policies and By-Laws (collectivelyrestrictions. In rendering such investment advisory services to the Fund pursuant to this Agreement, the “Governing Documents”)Adviser may at its own expense employ, retain or otherwise avail itself of the 1940 Act services or facilities of other persons or organizations, for the purpose of providing the Adviser or the Fund with such statistical and the applicable rules other factual information, such advice regarding economic factors and regulations promulgated thereunder by the Securities trends, such advice as to occasional transactions in specific securities and Exchange Commission (the “SEC”) and interpretive guidance issued thereunder by the SEC staff and any such other applicable federal and state lawinformation, as well advice or assistance as the investment objectivesAdviser may deem necessary, policies and restrictions appropriate or convenient for the discharge of the Fund, and any other specific policies adopted by the Board and disclosed Adviser’s obligations hereunder or otherwise helpful to the AdviserFund. The Adviser is authorized as the agent of the Trust to give instructions to the custodian of the Fund as to deliveries of securities and other investments and payments of cash for the account of the Fund. Subject to applicable provisions of the 1940 Act and direction from the Boardany person performing executive, the investment program to be provided hereunder may entail the investment of all administrative or substantially all of the assets of the Fund in one or more investment companies. The Adviser will place orders pursuant to its investment determinations trading functions for the Fund either directly with the issuer or with any broker or dealer, foreign currency dealer, futures commission merchant or others selected by it. In connection with the selection of such brokers or dealers and the placing of such orders, subject to applicable law, brokers or dealers may be selected who also provide brokerage and research whose services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) were made available to the Fund and/or by the other accounts over which the Adviser or its affiliates exercise investment discretion. The Adviser is authorized to pay recommend that the Fund pay, or cause the Fund to pay, brokerage commissions to any member of a securities exchange or securities broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for the Fund which is may be in excess of the amount which another member of commission another such an exchange or broker or dealer would have charged for effecting that transaction such transaction, if the Adviser or such officer or employee determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage and research services (as such term is defined in Section 28(e) (3) of the Securities Exchange Act of 1934 and the rules, regulations and releases of the Securities and Exchange Commission thereunder) provided by such member or broker or dealer. This determination may be dealer with respect to the Adviser’s services hereunder, viewed in terms of either that particular transaction or the Adviser’s overall responsibilities which the Adviser and its affiliates have with respect to accounts over which they exercise investment discretion. The Board may adopt policies and procedures that modify and restrict the Adviser’s authority regarding the execution of the Fund’s portfolio transactions provided herein. The Trust hereby authorizes any entity or person associated with the Adviser or any sub-adviser retained by the Adviser pursuant to Section 9 of this Agreement, which is a member of a national securities exchange, to effect any transaction on the exchange for the account of the Trust which is permitted by Section 11(a) of the Securities Exchange Act of 1934 and Rule 11a2-2(T) thereunder, and the Trust hereby consents to the retention of compensation for such transactions in accordance with Rule 11a2-2(T)(a)(2)(iv) provided the transaction complies with the Trust’s Rule 17e-1 policies and procedures.

Investment Advisory Services. Subject The Investment Adviser shall provide, or arrange for its affiliates to provide, the Fund with such investment research, advice and supervision as the latter from time to time may consider necessary for the proper supervision of the Trust’s Board assets of Trustees (the “Board”)Fund, the Adviser shall regularly provide the Fund with investment research, advice, management and supervision and shall furnish a continuous continuously an investment program for the Fund’s portfolio of securities Fund and other investments. The Adviser shall determine from time to time what which securities and other investments and instruments will shall be purchased, retained, sold or exchanged by the Fund and what portion of the assets of the Fund’s portfolio will Fund shall be held in the various securities and other investments in which the Fund invests, options, futures, options on futures or cash, subject always to the restrictions of the Articles of Incorporation and shall implement those decisions (including the execution By-Laws of investment documentation and agreements)the Fund, all subject as amended from time to time, the provisions of the Trust’s Declaration of Trust and By-Laws (collectively, the “Governing Documents”), the 1940 Investment Company Act and the applicable rules statements relating to the Fund’s investment objective, investment policies and regulations promulgated thereunder by investment restrictions as the Securities same are set forth in the currently effective prospectus and Exchange Commission statement of additional information relating to the shares of the Fund under the Investment Company Act, as amended (the “SEC”) Prospectus” and interpretive guidance issued thereunder by “Statement of Additional Information,” respectively). The Investment Adviser shall make decisions for the SEC staff Fund as to the manner in which voting rights, rights to consent to corporate action and any other applicable federal rights pertaining to the Fund’s portfolio securities shall be exercised. Should the Board of Directors at any time, however, make any definite determination as to investment policy and state lawnotify the Investment Adviser thereof in writing, as well as the investment objectivesInvestment Adviser shall be bound by such determination for the period, policies and restrictions if any, specified in such notice or until similarly notified that such determination has been revoked. The Investment Adviser shall take, on behalf of the Fund, all actions which it deems necessary to implement the investment policies determined as provided above and, in particular, to place all orders for the purchase or sale of portfolio securities for the Fund’s account with brokers or dealers selected by it, and any other specific policies adopted by to that end, the Board and disclosed to the Adviser. The Investment Adviser is authorized as the agent of the Trust Fund to give instructions to the custodian of the Fund as to deliveries of securities and other investments and payments of cash for the account of the Fund. Subject to applicable provisions of the 1940 Act and direction from the Board, the investment program to be provided hereunder may entail the investment of all or substantially all of the assets of the Fund in one or more investment companies. The Adviser will place orders pursuant to its investment determinations for the Fund either directly with the issuer or with any broker or dealer, foreign currency dealer, futures commission merchant or others selected by it. In connection with the selection of such brokers or dealers and the placing of such ordersorders with respect to assets of the Fund, subject the Investment Adviser is directed at all times to applicable lawseek to obtain execution and prices within the policy guidelines determined by the Board of Directors and as set forth in the Prospectus and Statement of Additional Information. Subject to this requirement and the provisions of the Investment Company Act, brokers or dealers may be selected who also provide brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934, as amended (amended, and other applicable provisions of law, the “Exchange Act”)) to Investment Adviser may select brokers or dealers with which it or the Fund and/or the other accounts over which the Adviser or its affiliates exercise investment discretion. The Adviser is authorized to pay a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for the Fund which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if the Adviser determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage and research services provided by such broker or dealer. This determination may be viewed in terms of either that particular transaction or the overall responsibilities which the Adviser and its affiliates have with respect to accounts over which they exercise investment discretion. The Board may adopt policies and procedures that modify and restrict the Adviser’s authority regarding the execution of the Fund’s portfolio transactions provided herein. The Trust hereby authorizes any entity or person associated with the Adviser or any sub-adviser retained by the Adviser pursuant to Section 9 of this Agreement, which is a member of a national securities exchange, to effect any transaction on the exchange for the account of the Trust which is permitted by Section 11(a) of the Securities Exchange Act of 1934 and Rule 11a2-2(T) thereunder, and the Trust hereby consents to the retention of compensation for such transactions in accordance with Rule 11a2-2(T)(a)(2)(iv) provided the transaction complies with the Trust’s Rule 17e-1 policies and proceduresaffiliated.

Investment Advisory Services. Subject The Manager shall provide (or arrange for affiliates to provide) the Fund with such investment research, advice and supervision as the latter may from time to time consider necessary for the proper supervision of the Trust’s Board assets of Trustees (the “Board”)Fund, the Adviser shall regularly provide the Fund with investment research, advice, management and supervision and shall furnish a continuous continuously an investment program for the Fund’s portfolio of securities Fund and other investments. The Adviser shall determine from time to time what which securities and other investments and instruments will shall be purchased, retained, sold or exchanged by the Fund and what portion of the assets of the Fund’s portfolio will Fund shall be held in the various securities and other investments in which the Fund invests, and shall implement those decisions (including the execution of investment documentation and agreements)options, all futures, options on futures or cash, subject always to the provisions of restrictions set forth in the Trust’s Declaration of Trust and By-Laws (collectivelyof the Trust, as amended from time to time, the “Governing Documents”), provisions of the 1940 Investment Company Act and the applicable rules statements relating to the Fund's investment objective, investment policies and regulations promulgated thereunder by investment restrictions as the Securities same are set forth in the Prospectus and Exchange Commission (Statement of Additional Information. The Manager shall also make decisions for the “SEC”) and interpretive guidance issued thereunder by Trust as to the SEC staff manner in which voting rights, rights to consent to corporate action and any other applicable federal rights pertaining to the Fund's portfolio securities shall be exercised. Should the Trustees at any time, however, make any definite determination as to investment policy and state lawnotify the Manager thereof in writing, as well as the investment objectivesManager shall be bound by such determination for the period, policies and restrictions if any, specified in such notice or until similarly notified that such determination has been revoked. The Manager shall take, on behalf of the Fund, all actions that it deems necessary to implement the investment policies determined as provided above, and any other specific policies adopted in particular to place all orders for the purchase or sale of portfolio securities for the Fund's account with brokers or dealers selected by it, and to that end, the Board and disclosed to the Adviser. The Adviser Manager is authorized as the agent of the Trust to give instructions to the custodian of the Fund as to deliveries of securities and other investments and payments of cash for the account of the Fund. Subject to applicable provisions of the 1940 Act and direction from the Board, the investment program to be provided hereunder may entail the investment of all or substantially all of the assets of the Fund in one or more investment companies. The Adviser will place orders pursuant to its investment determinations for the Fund either directly with the issuer or with any broker or dealer, foreign currency dealer, futures commission merchant or others selected by it. In connection with the selection of such brokers or dealers and the placing of such orders, subject to applicable law, brokers or dealers may be selected who also provide brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) to the Fund and/or the other accounts over which the Adviser or its affiliates exercise investment discretion. The Adviser is authorized to pay a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for the Fund which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if the Adviser determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage and research services provided by such broker or dealer. This determination may be viewed in terms of either that particular transaction or the overall responsibilities which the Adviser and its affiliates have orders with respect to accounts over which they exercise investment discretion. The Board may adopt policies and procedures that modify and restrict the Adviser’s authority regarding the execution assets of the Fund’s portfolio transactions provided herein. The Trust hereby authorizes any entity or person associated with Trust, the Adviser or any sub-adviser retained Manager is directed at all times to seek to obtain execution and price within the policy guidelines determined by the Adviser pursuant to Section 9 of this Agreement, which is a member of a national securities exchange, to effect any transaction on Trustees as set forth in the exchange for the account of the Trust which is permitted by Section 11(a) of the Securities Exchange Act of 1934 and Rule 11a2-2(T) thereunder, and the Trust hereby consents to the retention of compensation for such transactions in accordance with Rule 11a2-2(T)(a)(2)(iv) provided the transaction complies with the Trust’s Rule 17e-1 policies and procedures.Prospectus and

Investment Advisory Services. Subject to the supervision of the Trust’s Board of Trustees (the “Board”), the Adviser shall regularly provide the Fund with investment research, advice, management and supervision and shall furnish a continuous investment program for the Fund’s portfolio of securities and other investments. The Adviser shall determine from time to time what securities and other investments and instruments will be purchased, retained, sold or exchanged by the Fund and what portion of the assets of the Fund’s portfolio will be held in the various securities and other investments in which the Fund invests, and shall implement those decisions (including the execution of investment documentation and agreements), all subject to the provisions of the Trust’s Declaration of Trust and By-Laws (collectively, the “Governing Documents”), the 1940 Act and the applicable rules and regulations promulgated thereunder by the Securities and Exchange Commission (the “SEC”) and interpretive guidance issued thereunder by the SEC staff and any other applicable federal and state law, as well as the investment objectives, policies and restrictions of the Fund, and any other specific policies adopted by the Board and disclosed to the Adviser. The Adviser is authorized as the agent of the Trust to give instructions to the custodian of the Fund as to deliveries of securities and other investments and payments of cash for the account of the Fund. All instructions given to the custodian by the Adviser, or its third party designee (as listed in Exhibit A hereto), shall be in writing. Subject to applicable provisions of the 1940 Act and direction from the Board, the investment program to be provided hereunder may entail the investment of all or substantially all of the assets of the Fund in one or more investment companies. The Adviser will place orders pursuant to its investment determinations for the Fund either directly with the issuer or with any broker or dealer, foreign currency dealer, futures commission merchant or others selected by it. The Adviser, or its third party designee (as listed in Exhibit A hereto), shall instruct all brokers or dealers executing orders with respect to the Account Assets to forward to the custodian and to the Adviser, or its third party designee (as listed in Exhibit A hereto), copies of all brokerage confirmations promptly after execution of the transaction. In connection with the selection of such brokers or dealers and the placing of such orders, subject to applicable law, brokers or dealers may be selected who also provide brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) to the Fund and/or the other accounts over which the Adviser or its affiliates exercise investment discretion. The Adviser is authorized to pay a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for the Fund which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if the Adviser determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage and research services provided by such broker or dealer. This determination may be viewed in terms of either that particular transaction or the overall responsibilities which the Adviser and its affiliates have with respect to accounts over which they exercise investment discretion. The Adviser may aggregate sales and purchase orders of the Fund account assets with similar orders being made simultaneously for other accounts managed by the Adviser if, in the Adviser’s reasonable judgment, such aggregation shall result in an overall benefit to the Fund account. The Board may adopt policies and procedures that modify and restrict the Adviser’s authority regarding the execution of the Fund’s portfolio transactions provided herein. The Trust hereby authorizes any entity or person associated with the Adviser or any sub-adviser retained by the Adviser pursuant to Section 9 10 of this Agreement, which is a member of a national securities exchange, to effect any transaction on the exchange for the account of the Trust which is permitted by Section 11(a) of the Securities Exchange Act of 1934 and Rule 11a2-2(T) thereunder, and the Trust hereby consents to the retention of compensation for such transactions in accordance with Rule 11a2-2(T)(a)(2)(iv) provided the transaction complies with the Trust’s Rule 17e-1 policies and procedures.

Investment Advisory Services. Subject The Adviser shall act as investment Adviser to the supervision Fund and shall manage the investments of the Fund on behalf of the Fund in accordance with the investment objectives, programs and restrictions of the Fund as provided in the Trust’s Board of Trustees (the “Board”)governing documents, the Adviser shall regularly provide the Fund with investment researchincluding, advicewithout limitation, management and supervision and shall furnish a continuous investment program for the Fund’s portfolio of securities and other investments. The Adviser shall determine from time to time what securities and other investments and instruments will be purchased, retained, sold or exchanged by the Fund and what portion of the assets of the Fund’s portfolio will be held in the various securities and other investments in which the Fund invests, and shall implement those decisions (including the execution of investment documentation and agreements), all subject to the provisions of the Trust’s Agreement and Declaration of Trust and By-Laws (collectivelyLaws, or otherwise and such other limitations as the Trustees may impose from time to time in writing to the Adviser. In this regard, the “Governing Documents”)Adviser shall regularly make decisions as to what securities and other investments to purchase and sell on behalf of the Fund, and shall effect the purchase and sale of such investments. The Adviser shall also have discretion to vote any proxy solicited by a Fund’s portfolio company, again subject to the ultimate supervision of the Board. In performing these services, the 1940 Act Adviser may hire one or more sub-advisers (the “Sub-Advisers”) for the Fund to carry out the investment program of the Fund (subject to the approval of the Board and shareholders of the applicable rules and regulations promulgated thereunder Fund, except as otherwise permitted under the terms of any exemptive relief obtained by the Adviser from the Securities and Exchange Commission (the “SEC”), or by rule or regulation). To the extent that the Adviser does hire any Sub-Adviser, it will thereafter continuously review, supervise and (where appropriate) administer the investment program of the Fund. Without limiting the generality of the foregoing, the Adviser shall, or direct any Sub-Adviser to: (i) furnish the Fund with advice and interpretive guidance issued thereunder recommendations with respect to the investment of the Fund’s assets and the purchase and sale of portfolio securities for the Fund, including selecting brokers and effecting transactions or taking of such other steps as may be necessary to implement such advice and recommendations; (ii) furnish the Fund with reports, statements and other data on securities, economic conditions and other pertinent subjects which the Board may reasonably request; (iii) manage the investments of the Fund, subject to the ultimate supervision and direction of the Board; (iv) vote proxies solicited by portfolio companies; (v) provide persons satisfactory to the SEC staff Board to act as officers and any other applicable federal employees of the Trust and state lawthe Funds (such officers and employees, as well as the investment objectivescertain trustees, policies and restrictions of the Fund, and any other specific policies adopted by the Board and disclosed to the Adviser. The Adviser is authorized as the agent of the Trust to give instructions to the custodian of the Fund as to deliveries of securities and other investments and payments of cash for the account of the Fund. Subject to applicable provisions of the 1940 Act and direction from the Board, the investment program to be provided hereunder may entail the investment of all or substantially all of the assets of the Fund in one or more investment companies. The Adviser will place orders pursuant to its investment determinations for the Fund either directly with the issuer or with any broker or dealer, foreign currency dealer, futures commission merchant or others selected by it. In connection with the selection of such brokers or dealers and the placing of such orders, subject to applicable law, brokers or dealers may be selected who also provide brokerage and research services (as those terms are defined in Section 28(e) trustees, directors, officers, partners, or employees of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) to the Fund and/or the other accounts over which the Adviser or its affiliates exercise investment discretion. The Adviser is authorized affiliates) but not including personnel to pay a broker provide administrative services or dealer who provides such brokerage and research distribution services a commission for executing a portfolio transaction for the Fund which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if the Adviser determines in good faith that such amount of commission is reasonable in relation to the value of Fund; and (vi) render to the brokerage Board such periodic and research services provided by such broker or dealer. This determination may be viewed in terms of either that particular transaction or the overall responsibilities which the Adviser and its affiliates have special reports with respect to accounts over which they exercise the Fund’s investment discretionactivities as the Board may reasonably request. The Board may adopt investment policies and procedures that modify all other actions of the Fund are and restrict shall at all times be subject to the Adviser’s authority regarding the execution control and direction of the Fund’s portfolio transactions provided herein. The Trust hereby authorizes any entity or person associated with the Adviser or any sub-adviser retained by the Adviser pursuant to Section 9 of this Agreement, which is a member of a national securities exchange, to effect any transaction on the exchange for the account of the Trust which is permitted by Section 11(a) of the Securities Exchange Act of 1934 and Rule 11a2-2(T) thereunder, and the Trust hereby consents to the retention of compensation for such transactions in accordance with Rule 11a2-2(T)(a)(2)(iv) provided the transaction complies with the Trust’s Rule 17e-1 policies and proceduresBoard.

Investment Advisory Services. Subject The Investment Adviser shall provide (or arrange for the provision of) the Trust with such investment research, advice and supervision as the latter may from time to time consider necessary for the proper supervision of the Trust’s Board assets of Trustees (the “Board”)Portfolio, the Adviser shall regularly provide the Fund with investment research, advice, management and supervision and shall furnish a continuous (or arrange for the furnishing of) continuously an investment program for the Fund’s portfolio of securities Portfolio and other investments. The Adviser shall determine (or arrange for the determination of) from time to time what which securities and other investments and instruments will shall be purchased, retained, sold or exchanged by the Fund and what portion of the assets of the Fund’s portfolio will Portfolio shall be held in the various securities and other investments financial instruments in which the Fund investsPortfolio invests or cash, and shall implement those decisions (including the execution of investment documentation and agreements), all subject always to the provisions restrictions of the Trust’s Declaration of Trust and By-Laws (collectivelyof the Trust, as amended from time to time, the “Governing Documents”), provisions of the 1940 Investment Company Act and the applicable rules statements relating to the Portfolio's investment objectives, investment policies and regulations promulgated thereunder by investment restrictions as the Securities and Exchange Commission same are set forth in the Trust's current Registration Statement. The Investment Adviser shall make decisions (or arrange for the “SEC”making of such decisions) and interpretive guidance issued thereunder by for the SEC staff Trust as to the manner in which voting rights, rights to consent to corporate action and any other applicable federal rights pertaining to the Portfolio's portfolio securities shall be exercised. Should the Trustees at any time, however, make any definite determination as to investment policy and state lawnotify the Investment Adviser thereof in writing, as well as the Investment Adviser shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such determination has been revoked. The Investment Adviser shall take, on behalf of the Portfolio, all actions (or arrange for the taking of all such actions) which it deems necessary to implement the investment objectives, policies and restrictions of the Funddetermined as provided above, and any other specific policies adopted in particular to place all orders for the purchase or sale of portfolio securities for the Portfolio's account with brokers or dealers selected by it, and to that end, the Board and disclosed to the Adviser. The Investment Adviser is authorized as the agent of the Trust to give instructions to the custodian of the Fund Portfolio as to deliveries of securities and other investments and payments of cash for the account of the Fund. Subject to applicable provisions of the 1940 Act and direction from the Board, the investment program to be provided hereunder may entail the investment of all or substantially all of the assets of the Fund in one or more investment companies. The Adviser will place orders pursuant to its investment determinations for the Fund either directly with the issuer or with any broker or dealer, foreign currency dealer, futures commission merchant or others selected by itPortfolio. In connection with the selection of such brokers or dealers and the placing of such ordersorders with respect to assets of the Portfolio, subject the Investment Adviser is directed at all times to applicable lawseek to obtain execution and price within the policy guidelines determined by the Trustees and set forth in the then current Registration Statement. Subject to this requirement and the provisions of the Investment Company Act, brokers or dealers may be selected who also provide brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934, as amended (amended, and other applicable provisions of law, the “Exchange Act”)) to the Fund and/or the other accounts over Investment Adviser may select brokers or dealers with which the Adviser or its affiliates exercise investment discretion. The Adviser is authorized to pay a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for the Fund which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if the Adviser determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage and research services provided by such broker or dealer. This determination may be viewed in terms of either that particular transaction it or the overall responsibilities which the Adviser and its affiliates have with respect to accounts over which they exercise investment discretion. The Board may adopt policies and procedures that modify and restrict the Adviser’s authority regarding the execution of the Fund’s portfolio transactions provided herein. The Trust hereby authorizes any entity or person associated with the Adviser or any sub-adviser retained by the Adviser pursuant to Section 9 of this Agreement, which is a member of a national securities exchange, to effect any transaction on the exchange for the account of the Trust which is permitted by Section 11(a) of the Securities Exchange Act of 1934 and Rule 11a2-2(T) thereunder, and the Trust hereby consents to the retention of compensation for such transactions in accordance with Rule 11a2-2(T)(a)(2)(iv) provided the transaction complies with the Trust’s Rule 17e-1 policies and proceduresaffiliated.

Investment Advisory Services. Subject to the supervision of the Trust’s Board of Trustees (the “Board”), the The Investment Adviser shall regularly provide the Fund with such investment research, advice, management advice and supervision and as the latter may from time to time consider necessary for the proper supervision of the assets of the Fund, shall furnish a continuous continuously an investment program for the Fund’s portfolio of securities Fund and other investments. The Adviser shall determine from time to time what which securities and other investments and instruments will shall be purchased, retained, sold or exchanged by the Fund and what portion of the assets of the Fund’s portfolio will Fund shall be held in the various securities and other investments in which the Fund invests, options, futures, options on futures or cash, subject always to the restrictions of the Articles of Incorporation and shall implement those decisions (including By-Laws of the execution of investment documentation and agreements)Fund, all subject as amended from time to time, the provisions of the Trust’s Declaration of Trust and By-Laws (collectively, the “Governing Documents”), the 1940 Investment Company Act and the applicable rules statements relating to the Fund's investment objectives, investment policies and regulations promulgated thereunder investment restrictions as the same are set forth in filings made by the Securities and Exchange Commission (Fund under the “SEC”) and interpretive guidance issued thereunder by Federal securities laws. The Investment Adviser shall make decisions for the SEC staff Fund as to the manner in which voting rights, rights to consent to corporate action and any other applicable federal rights pertaining to the Fund's portfolio securities shall be exercised. Should the Board of Directors at any time, however, make any definite determination as to investment policy and state lawnotify the Investment Adviser thereof in writing, as well as the investment objectivesInvestment Adviser shall be bound by such determination for the period, policies and restrictions if any, specified in such notice or until similarly notified that such determination has been revoked. The Investment Adviser shall take, on behalf of the Fund, all actions which it deems necessary to implement the investment policies determined as provided above, and any other specific policies adopted in particular to place all orders for the purchase or sale of portfolio securities for the Fund's account with brokers or dealers selected by it, and to that end, the Board and disclosed to the Adviser. The Investment Adviser is authorized as the agent of the Trust Fund to give instructions to the custodian Custodian of the Fund as to deliveries of securities and other investments and payments of cash for the account of the Fund. Subject to applicable provisions of the 1940 Act and direction from the Board, the investment program to be provided hereunder may entail the investment of all or substantially all of the assets of the Fund in one or more investment companies. The Adviser will place orders pursuant to its investment determinations for the Fund either directly with the issuer or with any broker or dealer, foreign currency dealer, futures commission merchant or others selected by it. In connection with the selection of such brokers or dealers and the placing of such ordersorders with respect to assets of the Fund, subject the Investment Adviser is directed at all times to applicable lawseek to obtain execution and prices within the policy guidelines determined by the Board of Directors and set forth in filings made by the Fund under the Federal securities laws. Subject to this requirement and the provisions of the Investment Company Act, brokers or dealers may be selected who also provide brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934, as amended (amended, and other applicable provisions of law, the “Exchange Act”)) to Investment Adviser may select brokers or dealers with which it or the Fund and/or the other accounts over which the Adviser or its affiliates exercise investment discretion. The Adviser is authorized to pay a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for the Fund which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if the Adviser determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage and research services provided by such broker or dealer. This determination may be viewed in terms of either that particular transaction or the overall responsibilities which the Adviser and its affiliates have with respect to accounts over which they exercise investment discretion. The Board may adopt policies and procedures that modify and restrict the Adviser’s authority regarding the execution of the Fund’s portfolio transactions provided herein. The Trust hereby authorizes any entity or person associated with the Adviser or any sub-adviser retained by the Adviser pursuant to Section 9 of this Agreement, which is a member of a national securities exchange, to effect any transaction on the exchange for the account of the Trust which is permitted by Section 11(a) of the Securities Exchange Act of 1934 and Rule 11a2-2(T) thereunder, and the Trust hereby consents to the retention of compensation for such transactions in accordance with Rule 11a2-2(T)(a)(2)(iv) provided the transaction complies with the Trust’s Rule 17e-1 policies and proceduresaffiliated.

Investment Advisory Services. Subject to the supervision of the Trust’s Board of Trustees (the “Board”), the Adviser shall regularly provide the Fund with investment research, advice, management and supervision and shall furnish a continuous investment program for the Fund’s portfolio of securities and other investments. The Adviser shall determine from time to time what securities and other investments and instruments will be purchased, retained, sold or exchanged by the Fund and what portion of the assets of the Fund’s portfolio will be held in the various securities and other investments in which the Fund invests, and shall implement those decisions (including the execution of investment documentation and agreements), all subject to the provisions of the Trust’s Declaration of Trust and By-Laws (collectively, the “Governing Documents”), the 1940 Act and the applicable rules and regulations promulgated thereunder by the Securities and Exchange Commission (the “SEC”) and interpretive guidance issued thereunder by the SEC staff and any other applicable federal and state law, as well as the investment objectives, policies and restrictions of the Fund, and any other specific policies adopted by the Board and disclosed to the Adviser. The Adviser is authorized as the agent of the Trust to give instructions to the custodian of the Fund as to deliveries of securities and other investments and payments of cash for the account of the Fund. Subject to applicable provisions of the 1940 Act and direction from the Board, the investment program to be provided hereunder may entail the investment of all or substantially all of the assets of the Fund in one or more investment companies. The Adviser will place orders pursuant to its investment determinations for the Fund either directly with the issuer or with any broker or dealer, foreign currency dealer, futures commission merchant or others selected by it. In connection with the selection of such brokers or dealers and the placing of such orders, subject to applicable law, brokers or dealers may be selected who also provide brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) to the Fund and/or the other accounts over which the Adviser or its affiliates exercise investment discretion. The Adviser is authorized to pay a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for the Fund which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if the Adviser determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage and research services provided by such broker or dealer. This determination may be viewed in terms of either that particular transaction or the overall responsibilities which the Adviser and its affiliates have with respect to accounts over which they exercise investment discretion. The Board may adopt policies and procedures that modify and restrict the Adviser’s authority regarding the execution of the Fund’s portfolio transactions provided herein. The Trust hereby authorizes any entity or person associated with the Adviser or any sub-sub- adviser retained by the Adviser pursuant to Section 9 of this Agreement, which is a member of a national securities exchange, to effect any transaction on the exchange for the account of the Trust which is permitted by Section 11(a) of the Securities Exchange Act of 1934 and Rule 11a2-11a2- 2(T) thereunder, and the Trust hereby consents to the retention of compensation for such transactions in accordance with Rule 11a2-2(T)(a)(2)(iv) provided the transaction complies with the Trust’s Rule 17e-1 policies and procedures.

Investment Advisory Services. Subject The Investment Adviser shall ---------------------------- provide, or arrange for its affiliates to provide, the Fund with such investment research, advice and supervision as the latter from time to time may consider necessary for the proper supervision of the Trust’s Board assets of Trustees (the “Board”)Fund, the Adviser shall regularly provide the Fund with investment research, advice, management and supervision and shall furnish a continuous continuously an investment program for the Fund’s portfolio of securities Fund and other investments. The Adviser shall determine from time to time what which securities and other investments and instruments will shall be purchased, retained, sold or exchanged by the Fund and what portion of the assets of the Fund’s portfolio will Fund shall be held in the various securities and other investments in which the Fund invests, options, futures, options on futures or cash, subject always to the restrictions of the Declaration of Trust and shall implement those decisions (including the execution By-Laws of investment documentation and agreements)the Fund, all subject as amended from time to time, the provisions of the Trust’s Declaration of Trust and By-Laws (collectively, the “Governing Documents”), the 1940 Investment Company Act and the applicable rules statements relating to the Fund's investment objective, investment policies and regulations promulgated thereunder investment restrictions as the same are set forth in filings made by the Securities and Exchange Commission (Fund under the “SEC”) and interpretive guidance issued thereunder by Federal securities laws. The Investment Adviser shall make decisions for the SEC staff Fund as to the manner in which voting rights, rights to consent to corporate action and any other applicable federal rights pertaining to the Fund's portfolio securities shall be exercised. Should the Board of Trustees at any time, however, make any definite determination as to investment policy and state lawnotify the Investment Adviser thereof in writing, as well as the investment objectivesInvestment Adviser shall be bound by such determination for the period, policies and restrictions if any, specified in such notice or until similarly notified that such determination has been revoked. The Investment Adviser shall take, on behalf of the Fund, all actions which it deems necessary to implement the investment policies determined as provided above, and any other specific policies adopted in particular to place all orders for the purchase or sale of portfolio securities for the Fund's account with brokers or dealers selected by it, and to that end, the Board and disclosed to the Adviser. The Investment Adviser is authorized as the agent of the Trust Fund to give instructions to the custodian of the Fund as to deliveries of securities and other investments and payments of cash for the account of the Fund. Subject to applicable provisions of the 1940 Act and direction from the Board, the investment program to be provided hereunder may entail the investment of all or substantially all of the assets of the Fund in one or more investment companies. The Adviser will place orders pursuant to its investment determinations for the Fund either directly with the issuer or with any broker or dealer, foreign currency dealer, futures commission merchant or others selected by it. In connection with the selection of such brokers or dealers and the placing of such ordersorders with respect to assets of the Fund, subject the Investment Adviser is directed at all times to applicable lawseek to obtain execution and prices within the policy guidelines determined by the Board of Trustees and set forth in filings made by the Fund under the Federal securities laws. Subject to this requirement and the provisions of the Investment Company Act, brokers or dealers may be selected who also provide brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934, as amended (amended, and other applicable provisions of law, the “Exchange Act”)) to Investment Adviser may select brokers or dealers with which it or the Fund and/or the other accounts over which the Adviser or its affiliates exercise investment discretion. The Adviser is authorized to pay a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for the Fund which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if the Adviser determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage and research services provided by such broker or dealer. This determination may be viewed in terms of either that particular transaction or the overall responsibilities which the Adviser and its affiliates have with respect to accounts over which they exercise investment discretion. The Board may adopt policies and procedures that modify and restrict the Adviser’s authority regarding the execution of the Fund’s portfolio transactions provided herein. The Trust hereby authorizes any entity or person associated with the Adviser or any sub-adviser retained by the Adviser pursuant to Section 9 of this Agreement, which is a member of a national securities exchange, to effect any transaction on the exchange for the account of the Trust which is permitted by Section 11(a) of the Securities Exchange Act of 1934 and Rule 11a2-2(T) thereunder, and the Trust hereby consents to the retention of compensation for such transactions in accordance with Rule 11a2-2(T)(a)(2)(iv) provided the transaction complies with the Trust’s Rule 17e-1 policies and proceduresaffiliated.

Investment Advisory Services. Subject The Investment Adviser shall provide (or arrange for the provision by affiliates of) the Trust with such investment research, advice and supervision as the latter may from time to time consider necessary for the proper supervision of the assets of the Total Return Bond Master Portfolio of the Trust’s Board of Trustees (the “Board”), the Adviser shall regularly provide the Fund with investment research, advice, management and supervision and shall furnish a continuous continuously an investment program for the Fund’s portfolio Total Return Bond Master Portfolio of securities the Trust and other investments. The Adviser shall determine from time to time what which securities and other investments and instruments will shall be purchased, retained, sold or exchanged by the Fund and what portion of the assets of the Fund’s portfolio will Total Return Bond Master Portfolio of the Trust shall be held in the various securities and other investments in which the Fund investsTotal Return Bond Master Portfolio of the Trust invests or cash, subject always to the restrictions set forth in the Declaration of Trust and shall implement those decisions (including the execution By-Laws of investment documentation and agreements)the Trust, all subject as amended from time to time, the provisions of the Trust’s Declaration of Trust and By-Laws (collectively, the “Governing Documents”), the 1940 Investment Company Act and the applicable rules statements relating to the Total Return Bond Master Portfolio of the Trust's investment objectives, investment policies and regulations promulgated thereunder by investment restrictions as the Securities and Exchange Commission (same are set forth in the “SEC”) and interpretive guidance issued thereunder by Registration Statement. The Investment Adviser shall make decisions for the SEC staff Total Return Bond Master Portfolio of the Trust as to the manner in which voting rights, rights to consent to corporate action and any other applicable federal rights pertaining to the Total Return Bond Master Portfolio of the Trust's portfolio securities shall be exercised. Should the Board of Trustees at any time, however, make any definite determination as to investment policy and state lawnotify the Investment Adviser thereof in writing, as well as the Investment Adviser shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such determination has been revoked. The Investment Adviser shall take, on behalf of the Trust, all actions which it deems necessary to implement the investment objectivespolicies determined as provided above and, policies and restrictions in particular, to place all orders for the purchase or sale of portfolio securities for the FundTrust's account with brokers or dealers selected by it, and any other specific policies adopted by to that end, the Board and disclosed to the Adviser. The Investment Adviser is authorized as the agent of the Trust to give instructions to the custodian Custodian of the Fund Trust as to deliveries of securities and other investments and payments of cash for the account of the Fund. Subject to applicable provisions of the 1940 Act and direction from the Board, the investment program to be provided hereunder may entail the investment of all or substantially all of the assets of the Fund in one or more investment companies. The Adviser will place orders pursuant to its investment determinations for the Fund either directly with the issuer or with any broker or dealer, foreign currency dealer, futures commission merchant or others selected by itTrust. In connection with the selection of such brokers or dealers and the placing of such ordersorders with respect to assets of the Trust, subject the Investment Adviser is directed at all times to applicable lawseek to obtain execution and prices within the policy guidelines determined by the Board of Trustees as set forth in the Registration Statement. Subject to this requirement and the provisions of the Investment Company Act, brokers or dealers may be selected who also provide brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934, as amended (amended, and other applicable provisions of law, the “Exchange Act”)) to the Fund and/or the other accounts over Investment Adviser may select brokers or dealers with which the Adviser or its affiliates exercise investment discretion. The Adviser is authorized to pay a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for the Fund which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if the Adviser determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage and research services provided by such broker or dealer. This determination may be viewed in terms of either that particular transaction it or the overall responsibilities which the Adviser and its affiliates have with respect to accounts over which they exercise investment discretion. The Board may adopt policies and procedures that modify and restrict the Adviser’s authority regarding the execution of the Fund’s portfolio transactions provided herein. The Trust hereby authorizes any entity or person associated with the Adviser or any sub-adviser retained by the Adviser pursuant to Section 9 of this Agreement, which is a member of a national securities exchange, to effect any transaction on the exchange for the account of the Trust which is permitted by Section 11(a) of the Securities Exchange Act of 1934 and Rule 11a2-2(T) thereunder, and the Trust hereby consents to the retention of compensation for such transactions in accordance with Rule 11a2-2(T)(a)(2)(iv) provided the transaction complies with the Trust’s Rule 17e-1 policies and proceduresaffiliated.

Investment Advisory Services. Subject to the supervision of the Trust’s Board of Trustees (the “Board”), the The Investment Adviser shall regularly provide the Fund Trust with such investment research, advice, management advice and supervision and as the Trust may from time to time consider necessary for the proper management of the assets of each Fund, shall furnish a continuous continuously an investment program for the each Fund’s portfolio of securities and other investments. The Adviser , shall determine from time to time what which securities and or other investments and instruments will shall be purchased, retained, sold or exchanged by for the various Funds, including providing or obtaining such services as may be necessary in managing, acquiring or disposing of securities, cash or other investments. The Investment Adviser shall initially determine and make such modifications to the identity and number of shares of the securities to be accepted in exchange for creation units for each Fund and what portion of the assets of the Fund’s portfolio securities that will be held in applicable that day to redemption requests. The Trust has furnished the various securities and other investments in which the Fund invests, and shall implement those decisions (including the execution of investment documentation and agreements), all subject to the provisions Investment Adviser with copies of the Trust’s 's registration statement and Declaration of Trust as currently in effect and By-Laws (collectivelyagrees during the continuance of this Agreement to furnish the Investment Adviser with copies of any amendments or supplements thereto before or at the time the amendments or supplements become effective. The Investment Adviser and any Service Providers will be entitled to rely on all documents furnished by the Trust. Except as instructed by the Board, the “Governing Documents”)Investment Adviser shall make decisions for the Trust as to the manner in which voting rights, the 1940 Act and the applicable rules and regulations promulgated thereunder by the Securities and Exchange Commission (the “SEC”) and interpretive guidance issued thereunder by the SEC staff and any other applicable federal and state law, as well as the investment objectives, policies and restrictions of the Fundrights to consent to corporate action, and any other specific policies adopted by rights pertaining to the Trust's securities shall be exercised. If the Board at any time makes any determination as to investment policy and disclosed notifies the Investment Adviser of such determination, the Investment Adviser shall be bound by such determination until notified to the Advisercontrary. The Investment Adviser shall take, on behalf of each Fund, all actions which it considers necessary to implement the investment strategies of such Fund, and in particular, to place all orders for the purchase or sale of securities or other investments for the account of each Fund with brokers and dealers selected by it, and to that end, the Investment Adviser is authorized as the agent of the Trust to give instructions to the Trust's custodian of the Fund as to deliveries of securities and or other investments and payments of cash for the account of the each Fund. Subject to applicable provisions of the 1940 Act and direction from the Board, the investment program to be provided hereunder may entail the investment of all or substantially all of the assets of the Fund in one or more investment companies. The Adviser will place orders pursuant to its investment determinations for the Fund either directly with the issuer or with any broker or dealer, foreign currency dealer, futures commission merchant or others selected by it. In connection with the selection of such brokers or dealers and the placing of such orders, subject to applicable law, brokers or dealers may be selected who also provide brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) to the Fund and/or the other accounts over which the Adviser or its affiliates exercise investment discretion. The Adviser is authorized to pay a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for the Fund which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if the Adviser determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage and research services provided by such broker or dealer. This determination may be viewed in terms of either that particular transaction or the overall responsibilities which the Adviser and its affiliates have with respect to accounts over which they exercise investment discretion. The Board may adopt policies and procedures that modify and restrict the Adviser’s authority regarding the execution of the Fund’s portfolio transactions provided herein. The Trust hereby authorizes any entity or person associated with the Adviser or any sub-adviser retained by the Adviser pursuant to Section 9 of this Agreement, which is a member of a national securities exchange, to effect any transaction on the exchange for the account of the Trust which is permitted by Section 11(a) of the Securities Exchange Act of 1934 and Rule 11a2-2(T) thereunder, and the Trust hereby consents to the retention of compensation for such transactions in accordance with Rule 11a2-2(T)(a)(2)(iv) provided the transaction complies with the Trust’s Rule 17e-1 policies and procedures.

Investment Advisory Services. Subject to the supervision supervision, direction and approval of the Trust’s Board of Trustees (the “Board”), the Adviser shall regularly provide will conduct, or cause to be conducted, a continual program of investment, evaluation, sale, and reinvestment of each Fund’s assets. Subject to paragraph (c) below, the Adviser is authorized, in its sole discretion, to: (i) obtain and evaluate pertinent economic, financial, and other information affecting each Fund with and its investment research, advice, management and supervision and shall furnish a continuous assets as such information relates to securities or other financial instruments that are purchased for or considered for purchase by the Funds; (ii) make investment program decisions for the Fund’s Funds; (iii) place purchase and sale orders for portfolio transactions on behalf of securities the Funds and manage otherwise uninvested cash assets of the Funds; (iv) arrange for the pricing of Fund securities; (v) execute account documentation, agreements, contracts and other investments. The Adviser shall determine from time to time what securities documents as may be requested by brokers, dealers, counterparties and other investments and instruments will be purchased, retained, sold or exchanged by persons in connection with the Fund and what portion Adviser’s management of the assets of the Funds (in such respect, and only for this limited purpose, the Adviser will act as the Funds’ agent and attorney-in-fact); (vi) employ professional portfolio managers and securities analysts who provide research and other services to the Funds; and (vii) make decisions with respect to the use by the Funds of borrowing for leverage or other investment purposes as consistent with a Fund’s portfolio will be held in the various securities and other investments in which the Fund invests, and shall implement those decisions (including the execution of investment documentation and agreements), all subject to the provisions of the Trust’s Declaration of Trust and By-Laws (collectively, the “Governing Documents”), the 1940 Act and the applicable rules and regulations promulgated thereunder by the Securities and Exchange Commission (the “SEC”objective(s) and interpretive guidance issued thereunder by the SEC staff policies and any other applicable federal and state law, as well as regulations and interpretations and exemptions from the investment objectives, policies and restrictions of the Fund, and any other specific policies adopted by the Board and disclosed to the Adviserforegoing. The Adviser will in general take such action as is authorized as the agent of the Trust appropriate to give instructions effectively manage each Fund’s investment portfolio. The Adviser will manage, or cause to the custodian of the Fund as to deliveries of securities and other investments and payments of cash for the account of the Fund. Subject to applicable provisions of the 1940 Act and direction from the Boardbe managed, the investment program to be provided hereunder may entail the investment of all or substantially all and reinvestment of the assets of the each Fund in one or more a manner consistent with each Fund’s investment companiesobjectives and policies as stated in its Prospectus. The Adviser also will place orders pursuant manage, or cause to its investment determinations for be managed, the investments of each Fund either directly with the issuer or in a manner consistent with any broker or dealer, foreign currency dealer, futures commission merchant or others selected by it. In connection with and all applicable investment restrictions contained in the selection of such brokers or dealers Investment Company Act and the placing rules and regulations thereunder, the Internal Revenue Code of such orders, subject to applicable law, brokers or dealers may be selected who also provide brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 19341986, as amended (the “Exchange ActInternal Revenue Code”)) , including the diversification requirement of Subchapter M, any exemptive orders issued by the SEC applicable to the Fund and/or Funds or any SEC staff no-action letter applicable to the other accounts over which Funds, and any applicable state securities law or regulation. The Trust will provide the Adviser with copies of any such SEC exemptive orders or its affiliates exercise investment discretionSEC staff no-action letters. The Adviser is authorized agrees to pay a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for perform its duties hereunder in compliance with the Fund which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if the Adviser determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage and research services provided by such broker or dealer. This determination may be viewed in terms of either that particular transaction or the overall responsibilities which the Adviser and its affiliates have with respect to accounts over which they exercise investment discretion. The Board may adopt Funds’ policies and procedures that modify adopted pursuant to Rule 38a-1 of the Investment Company Act, and restrict the Adviser’s authority regarding duties and obligations of Rule 206(4)-7 under the execution of Advisers Act, including providing the Fund’s portfolio transactions provided herein. The Trust hereby authorizes any entity or person associated with the Adviser or any sub-adviser retained by the Adviser pursuant to Section 9 of this Agreement, which is a member of a national securities exchange, to effect any transaction on the exchange for the account Chief Compliance Officer of the Trust which is permitted by Section 11(a) of and/or the Securities Exchange Act of 1934 Board with such information, reports and Rule 11a2-2(T) thereunder, and the Trust hereby consents to the retention of compensation for such transactions in accordance with Rule 11a2-2(T)(a)(2)(iv) provided the transaction complies with the Trust’s Rule 17e-1 policies and procedurescertifications as they may reasonably request.

Investment Advisory Services. Subject The Investment Adviser shall provide (or arrange for the provision of) the Fund with such investment research, advice and supervision as the latter may from time to time consider necessary for the proper supervision of the Trust’s Board assets of Trustees (the “Board”)Fund, the Adviser shall regularly provide the Fund with investment research, advice, management and supervision and shall furnish a continuous (or arrange for the furnishing of) continuously an investment program for the Fund’s portfolio of securities Fund and other investments. The Adviser shall determine (or arrange for the determination of) from time to time what which securities and other investments and instruments will shall be purchased, retained, sold or exchanged by the Fund and what portion of the assets of the Fund’s portfolio will Fund shall be held in the various securities and other investments financial instruments in which the Fund investsinvests or cash, subject always to the restrictions of the Articles of Incorporation and shall implement those decisions (including By-Laws of the execution of investment documentation and agreements)Fund, all subject as amended from time to time, the provisions of the Trust’s Declaration of Trust and By-Laws (collectively, the “Governing Documents”), the 1940 Investment Company Act and the applicable rules statements relating to the Fund's investment objectives, investment policies and regulations promulgated thereunder by investment restrictions as the Securities and Exchange Commission same are set forth in the Fund's current Registration Statement. The Investment Adviser shall make decisions (or arrange for the “SEC”making of such decisions) and interpretive guidance issued thereunder by for the SEC staff Fund as to the manner in which voting rights, rights to consent to corporate action and any other applicable federal rights pertaining to the Fund's portfolio securities shall be exercised. Should the Directors at any time, however, make any definite determination as to investment policy and state lawnotify the Investment Adviser thereof in writing, as well as the investment objectivesInvestment Adviser shall be bound by such determination for the period, policies and restrictions if any, specified in such notice or until similarly notified that such determination has been revoked. The Investment Adviser shall take, on behalf of the Fund, all actions (or arrange for the taking of all such actions) which it deems necessary to implement the investment policies determined as provided above, and any other specific policies adopted in particular to place all orders for the purchase or sale of portfolio securities for the Fund's account with brokers or dealers selected by it, and to that end, the Board and disclosed to the Adviser. The Investment Adviser is authorized as the agent of the Trust Fund to give instructions to the custodian of the Fund as to deliveries of securities and other investments and payments of cash for the account of the Fund. Subject to applicable provisions of the 1940 Act and direction from the Board, the investment program to be provided hereunder may entail the investment of all or substantially all of the assets of the Fund in one or more investment companies. The Adviser will place orders pursuant to its investment determinations for the Fund either directly with the issuer or with any broker or dealer, foreign currency dealer, futures commission merchant or others selected by it. In connection with the selection of such brokers or dealers and the placing of such ordersorders with respect to assets of the Fund, subject the Investment Adviser is directed at all times to applicable lawseek to obtain execution and price within the policy guidelines determined by the Directors and set forth in the then current Registration Statement. Subject to this requirement and the provisions of the Investment Company Act, brokers or dealers may be selected who also provide brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934, as amended (amended, and other applicable provisions of law, the “Exchange Act”)) to Investment Adviser may select brokers or dealers with which it or the Fund and/or the other accounts over which the Adviser or its affiliates exercise investment discretion. The Adviser is authorized to pay a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for the Fund which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if the Adviser determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage and research services provided by such broker or dealer. This determination may be viewed in terms of either that particular transaction or the overall responsibilities which the Adviser and its affiliates have with respect to accounts over which they exercise investment discretion. The Board may adopt policies and procedures that modify and restrict the Adviser’s authority regarding the execution of the Fund’s portfolio transactions provided herein. The Trust hereby authorizes any entity or person associated with the Adviser or any sub-adviser retained by the Adviser pursuant to Section 9 of this Agreement, which is a member of a national securities exchange, to effect any transaction on the exchange for the account of the Trust which is permitted by Section 11(a) of the Securities Exchange Act of 1934 and Rule 11a2-2(T) thereunder, and the Trust hereby consents to the retention of compensation for such transactions in accordance with Rule 11a2-2(T)(a)(2)(iv) provided the transaction complies with the Trust’s Rule 17e-1 policies and proceduresaffiliated.

Investment Advisory Services. Subject The Investment Adviser shall provide, ---------------------------- or arrange for its affiliates to provide, the Fund with such investment research, advice and supervision as the latter from time to time may consider necessary for the proper supervision of the Trust’s Board assets of Trustees (the “Board”)Fund, the Adviser shall regularly provide the Fund with investment research, advice, management and supervision and shall furnish a continuous continuously an investment program for the Fund’s portfolio of securities Fund and other investments. The Adviser shall determine from time to time what which securities and other investments and instruments will shall be purchased, retained, sold or exchanged by the Fund and what portion of the assets of the Fund’s portfolio will Fund shall be held in the various securities and other investments in which the Fund invests, options, futures, options on futures or cash, subject always to the restrictions of the Declaration of Trust and shall implement those decisions (including the execution By-Laws of investment documentation and agreements)the Fund, all subject as amended from time to time, the provisions of the Trust’s Declaration of Trust and By-Laws (collectively, the “Governing Documents”), the 1940 Investment Company Act and the applicable rules statements relating to the Fund's investment objective, investment policies and regulations promulgated thereunder investment restrictions as the same are set forth in filings made by the Securities and Exchange Commission (Fund under the “SEC”) and interpretive guidance issued thereunder by Federal securities laws. The Investment Adviser shall make decisions for the SEC staff Fund as to the manner in which voting rights, rights to consent to corporate action and any other applicable federal rights pertaining to the Fund's portfolio securities shall be exercised. Should the Board of Trustees at any time, however, make any definite determination as to investment policy and state lawnotify the Investment Adviser thereof in writing, as well as the investment objectivesInvestment Adviser shall be bound by such determination for the period, policies and restrictions if any, specified in such notice or until similarly notified that such determination has been revoked. The Investment Adviser shall take, on behalf of the Fund, all actions which it deems necessary to implement the investment policies determined as provided above, and any other specific policies adopted in particular to place all orders for the purchase or sale of portfolio securities for the Fund's account with brokers or dealers selected by it, and to that end, the Board and disclosed to the Adviser. The Investment Adviser is authorized as the agent of the Trust Fund to give instructions to the custodian of the Fund as to deliveries of securities and other investments and payments of cash for the account of the Fund. Subject to applicable provisions of the 1940 Act and direction from the Board, the investment program to be provided hereunder may entail the investment of all or substantially all of the assets of the Fund in one or more investment companies. The Adviser will place orders pursuant to its investment determinations for the Fund either directly with the issuer or with any broker or dealer, foreign currency dealer, futures commission merchant or others selected by it. In connection with the selection of such brokers or dealers and the placing of such ordersorders with respect to assets of the Fund, subject the Investment Adviser is directed at all times to applicable lawseek to obtain execution and prices within the policy guidelines determined by the Board of Trustees and set forth in filings made by the Fund under the Federal securities laws. Subject to this requirement and the provisions of the Investment Company Act, brokers or dealers may be selected who also provide brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934, as amended (amended, and other applicable provisions of law, the “Exchange Act”)) to Investment Adviser may select brokers or dealers with which it or the Fund and/or the other accounts over which the Adviser or its affiliates exercise investment discretion. The Adviser is authorized to pay a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for the Fund which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if the Adviser determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage and research services provided by such broker or dealer. This determination may be viewed in terms of either that particular transaction or the overall responsibilities which the Adviser and its affiliates have with respect to accounts over which they exercise investment discretion. The Board may adopt policies and procedures that modify and restrict the Adviser’s authority regarding the execution of the Fund’s portfolio transactions provided herein. The Trust hereby authorizes any entity or person associated with the Adviser or any sub-adviser retained by the Adviser pursuant to Section 9 of this Agreement, which is a member of a national securities exchange, to effect any transaction on the exchange for the account of the Trust which is permitted by Section 11(a) of the Securities Exchange Act of 1934 and Rule 11a2-2(T) thereunder, and the Trust hereby consents to the retention of compensation for such transactions in accordance with Rule 11a2-2(T)(a)(2)(iv) provided the transaction complies with the Trust’s Rule 17e-1 policies and proceduresaffiliated.

Investment Advisory Services. Subject The Manager shall provide (or arrange ---------------------------- for affiliates to provide) the Fund with such investment research, advice and supervision as the latter may from time to time consider necessary for the proper supervision of the Trust’s Board assets of Trustees (the “Board”)Fund, the Adviser shall regularly provide the Fund with investment research, advice, management and supervision and shall furnish a continuous continuously an investment program for the Fund’s portfolio of securities Fund and other investments. The Adviser shall determine from time to time what which securities and other investments and instruments will shall be purchased, retained, sold or exchanged by the Fund and what portion of the assets of the Fund’s portfolio will Fund shall be held in the various securities and other investments in which the Fund invests, options, futures, options on futures or cash, subject always to the restrictions set forth in the Articles of Incorporation and shall implement those decisions (including By-Laws of the execution of investment documentation and agreements)Fund, all subject as amended from time to time, the provisions of the Trust’s Declaration of Trust and By-Laws (collectively, the “Governing Documents”), the 1940 Investment Company Act and the applicable rules statements relating to the Fund's investment objectives, investment policies and regulations promulgated thereunder by investment restrictions as the Securities same are set forth in the Prospectus and Exchange Commission (Statement of Additional Information. The Manager shall also make decisions for the “SEC”) and interpretive guidance issued thereunder by Fund as to the SEC staff manner in which voting rights, rights to consent to corporate action and any other applicable federal rights pertaining to the Fund's portfolio securities shall be exercised. Should the Directors at any time, however, make any definite determination as to investment policy and state lawnotify the Manager thereof in writing, as well as the investment objectivesManager shall be bound by such determination for the period, policies and restrictions if any, specified in such notice or until similarly notified that such determination has been revoked. The Manager shall take, on behalf of the Fund, all actions which it deems necessary to implement the investment policies determined as provided above, and any other specific policies adopted in particular to place all orders for the purchase or sale of portfolio securities for the Fund's account with brokers or dealers selected by it, and to that end, the Board and disclosed to the Adviser. The Adviser Manager is authorized as the agent of the Trust Fund to give instructions to the custodian Custodian of the Fund as to deliveries of securities and other investments and payments of cash for the account of the Fund. Subject to applicable provisions of the 1940 Act and direction from the Board, the investment program to be provided hereunder may entail the investment of all or substantially all of the assets of the Fund in one or more investment companies. The Adviser will place orders pursuant to its investment determinations for the Fund either directly with the issuer or with any broker or dealer, foreign currency dealer, futures commission merchant or others selected by it. In connection with the selection of such brokers or dealers and the placing of such ordersorders with respect to assets of the Fund, subject the Manager is directed at all times to applicable lawseek to obtain execution and price within the policy guidelines determined by the Directors as set forth in the Prospectus and Statement of Additional Information. Subject to this requirement and the provisions of the Investment Company Act, brokers or dealers may be selected who also provide brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934, as amended (amended, and other applicable provisions of law, the “Exchange Act”)) to Manager may select brokers or dealers with which it or the Fund and/or the other accounts over which the Adviser or its affiliates exercise investment discretion. The Adviser is authorized to pay a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for the Fund which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if the Adviser determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage and research services provided by such broker or dealer. This determination may be viewed in terms of either that particular transaction or the overall responsibilities which the Adviser and its affiliates have with respect to accounts over which they exercise investment discretion. The Board may adopt policies and procedures that modify and restrict the Adviser’s authority regarding the execution of the Fund’s portfolio transactions provided herein. The Trust hereby authorizes any entity or person associated with the Adviser or any sub-adviser retained by the Adviser pursuant to Section 9 of this Agreement, which is a member of a national securities exchange, to effect any transaction on the exchange for the account of the Trust which is permitted by Section 11(a) of the Securities Exchange Act of 1934 and Rule 11a2-2(T) thereunder, and the Trust hereby consents to the retention of compensation for such transactions in accordance with Rule 11a2-2(T)(a)(2)(iv) provided the transaction complies with the Trust’s Rule 17e-1 policies and proceduresaffiliated.

Investment Advisory Services. Subject The Manager shall provide (or arrange ---------------------------- for affiliates to provide) the Corporation with such investment research, advice and supervision as the latter may from time to time consider necessary for the proper supervision of the Trust’s Board assets of Trustees (the “Board”)each Fund, the Adviser shall regularly provide the Fund with investment research, advice, management and supervision and shall furnish a continuous continuously an investment program for the Fund’s portfolio of securities each Fund and other investments. The Adviser shall determine from time to time what which securities and other investments and instruments will shall be purchased, retained, sold or exchanged by the Fund and what portion of the assets of the Fund’s portfolio will each Fund shall be held in the various securities and other investments financial instruments in which such Fund invests or cash, subject always to the Fund investsrestrictions of the Articles of Incorporation and By-Laws of the Corporation, and shall implement those decisions (including the execution of investment documentation and agreements)as amended from time to time, all subject to the provisions of the Trust’s Declaration of Trust and By-Laws (collectively, the “Governing Documents”), the 1940 Investment Company Act and the statements relating to the applicable rules Fund's investment objectives, investment policies and regulations promulgated thereunder by investment restrictions as the Securities and Exchange Commission (same are set forth in the “SEC”) and interpretive guidance issued thereunder by Corporation's current Registration Statement. The Manager shall make decisions for the SEC staff Corporation as to the manner in which voting rights, rights to consent to corporate action and any other applicable federal rights pertaining to a Fund's portfolio securities shall be exercised. Should the Directors at any time, however, make any definite determination as to investment policy and state lawnotify the Manager thereof in writing, as well as the Manager shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such determination has been revoked. The Manager shall take, on behalf of each Fund, all actions which it deems necessary to implement the investment objectives, policies and restrictions of the Funddetermined as provided above, and any other specific policies adopted in particular to place all orders for the purchase or sale of portfolio securities for each Fund's account with brokers or dealers selected by it, and to that end, the Board and disclosed to the Adviser. The Adviser Manager is authorized as the agent of the Trust Corporation to give instructions to the custodian of the Fund Funds as to deliveries of securities and other investments and payments of cash for the account of the applicable Fund. Subject to applicable provisions of the 1940 Act and direction from the Board, the investment program to be provided hereunder may entail the investment of all or substantially all of the assets of the Fund in one or more investment companies. The Adviser will place orders pursuant to its investment determinations for the Fund either directly with the issuer or with any broker or dealer, foreign currency dealer, futures commission merchant or others selected by it. In connection with the selection of such brokers or dealers and the placing of such ordersorders with respect to assets of a Fund, subject the Manager is directed at all times to applicable lawseek to obtain execution and price within the policy guidelines determined by the Directors and set forth in the then current Registration Statement. Subject to this requirement and the provisions of the Investment Company Act, brokers or dealers may be selected who also provide brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934, as amended (amended, and other applicable provisions of law, the “Exchange Act”)) to the Fund and/or the other accounts over Manager may select brokers or dealers with which the Adviser or its affiliates exercise investment discretion. The Adviser is authorized to pay a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for the Fund which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if the Adviser determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage and research services provided by such broker or dealer. This determination may be viewed in terms of either that particular transaction it or the overall responsibilities which the Adviser and its affiliates have with respect to accounts over which they exercise investment discretion. The Board may adopt policies and procedures that modify and restrict the Adviser’s authority regarding the execution of the Fund’s portfolio transactions provided herein. The Trust hereby authorizes any entity or person associated with the Adviser or any sub-adviser retained by the Adviser pursuant to Section 9 of this Agreement, which Corporation is a member of a national securities exchange, to effect any transaction on the exchange for the account of the Trust which is permitted by Section 11(a) of the Securities Exchange Act of 1934 and Rule 11a2-2(T) thereunder, and the Trust hereby consents to the retention of compensation for such transactions in accordance with Rule 11a2-2(T)(a)(2)(iv) provided the transaction complies with the Trust’s Rule 17e-1 policies and proceduresaffiliated.

Investment Advisory Services. Subject to the supervision of the Trust’s Board of Trustees (the “Board”), the Adviser The Manager shall regularly provide the Fund directly or through sub- advisers with such investment research, advice, management advice and supervision and as the Fund may from time to time consider necessary for the proper management of the assets of each Series, shall furnish a continuous continuously an investment program for the Fund’s portfolio of securities and other investments. The Adviser each Series, shall determine from time to time what which securities and or other investments and instruments will shall be purchased, retained, sold or exchanged by the Fund and what portion portions of the assets of the Fund’s portfolio will each Series shall be held in the various securities and or other investments in which the Fund investsor cash, and shall take such steps as are necessary to implement those decisions an overall investment plan for each Series, including providing or obtaining such services as may be necessary in managing, acquiring or disposing of securities, cash or other investments. The Fund has furnished or will furnish the Manager (including who is authorized to furnish any Service Provider) with copies of the execution Fund's registration statement, Declaration of Trust, and Bylaws as currently in effect and agrees during the continuance of this Agreement to furnish the Manager with copies of any amendments or supplements thereto before or at the time the amendments or supplements become effective. The Manager and any Service Providers will be entitled to rely on all documents furnished by the Fund. The Manager represents that in performing investment documentation advisory services for each Series, the Manager shall make every effort to ensure that: (1) each Series shall comply with Section 817(h) of the Code and agreements)the regulations issued thereunder, all subject specifically Regulation Section 1.817-5, relating to the provisions diversification requirements for variable annuity, endowment, and life insurance contracts, and any amendments or other modifications to such Section or regulations; (2) each Series continuously qualifies as a regulated investment company under Subchapter M of the Trust’s Declaration of Trust Code or any successor provision; and By-Laws (collectively, 3) any and all applicable state insurance law restrictions on investments that operate to limit or restrict the “Governing Documents”), the 1940 Act and the applicable rules and regulations promulgated thereunder by the Securities and Exchange Commission (the “SEC”) and interpretive guidance issued thereunder by the SEC staff and any other applicable federal and state law, investments that a Series may otherwise make are complied with as well as any changes thereto. Except as instructed by the investment objectivesBoard, policies and restrictions of the FundManager shall also make decisions for the Fund as to the manner in which voting rights, rights to consent to corporate action, and any other specific rights pertaining to the Fund's securities shall be exercised. If the Board at any time makes any determination as to investment policy and notifies the Manager of such determination, the Manager shall be bound by such determination for the period, if any, specified in the notice or until similarly notified that such determination has been revoked. The Manager shall take, on behalf of each Series, all actions which it deems necessary to implement the investment policies adopted of such Series, and in particular, to place all orders for the purchase or sale of portfolio investments for the account of each Series with brokers, dealers, futures commission merchants or banks selected by the Board and disclosed to the AdviserManager. The Adviser Manager also is authorized as the agent of the Trust Fund to give instructions to the any Service Provider serving as custodian of the Fund as to deliveries of securities and other investments and payments of cash for the account of the Fund. Subject to applicable provisions of the 1940 Act and direction from the Board, the investment program to be provided hereunder may entail the investment of all or substantially all of the assets of the Fund in one or more investment companies. The Adviser will place orders pursuant to its investment determinations for the Fund either directly with the issuer or with any broker or dealer, foreign currency dealer, futures commission merchant or others selected by iteach Series. In connection with the selection of such selecting brokers or dealers and placing purchase and sale orders with respect to assets of the placing Series, the Manager is directed at all times to seek to obtain best execution and price within the policy guidelines determined by the Board and set forth in the current registration statement. Subject to this requirement and the provisions of such ordersthe Act, subject to applicable lawthe Advisers Act, brokers or dealers may be selected who also provide brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934, as amended (the “Exchange "1934 Act”")) , and other applicable provisions of law, the Manager may select brokers or dealers that are affiliated with the Manager or the Fund. In addition to seeking the best price and execution, the Manager may also take into consideration research and statistical information, wire, quotation and other services provided by brokers and dealers to the Fund and/or the other accounts over which the Adviser or its affiliates exercise investment discretionManager. The Adviser Manager is also authorized to pay a broker or dealer who provides such brokerage and research services a effect individual securities transactions at commission for executing a portfolio transaction for the Fund which is rates in excess of the amount of minimum commission another broker or dealer would have charged for effecting that transaction rates available, if the Adviser Manager determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage brokerage, research and research other services provided by such broker or dealer. This determination may be , viewed in terms of either that particular transaction or the Manager's overall responsibilities which the Adviser and its affiliates have with respect to accounts over which they exercise investment discretioneach Series. The policies with respect to brokerage allocation, determined from time to time by the Board may adopt policies and procedures that modify and restrict are those disclosed in the Adviser’s authority regarding the currently effective registration statement. The execution of the Fund’s portfolio such transactions provided hereinshall not be deemed to represent an unlawful act or breach of any duty created by this Agreement or otherwise. The Trust hereby authorizes any entity or person associated Manager will periodically evaluate the statistical data, research and other investment services provided to it by brokers and dealers. Such services may be used by the Manager in connection with the Adviser performance of its obligations under this Agreement or any sub-adviser retained by in connection with other advisory or investment operations including using such information in managing its own accounts. As part of carrying out its obligations to manage the Adviser pursuant to Section 9 of this Agreement, which is a member of a national securities exchange, to effect any transaction on the exchange for the account investment and reinvestment of the Trust which is permitted by Section 11(a) assets of the Securities Exchange Act of 1934 and Rule 11a2-2(T) thereunder, and the Trust hereby consents to the retention of compensation for such transactions in accordance with Rule 11a2-2(T)(a)(2)(iv) provided the transaction complies each Series consistent with the Trust’s Rule 17e-1 policies and procedures.requirements under the 1940 Act, the Manager shall:

Investment Advisory Services. Subject to the supervision of the Trust’s 's Board of Trustees (the “"Board”"), the Adviser shall regularly provide the Fund with investment research, advice, management and supervision and shall furnish a continuous investment program for the Fund’s 's portfolio of securities and other investments. The Adviser shall determine from time to time what securities and other investments and instruments will be purchased, retained, sold or exchanged by the Fund and what portion of the assets of the Fund’s 's portfolio will be held in the various securities and other investments in which the Fund invests, and shall implement those decisions (including the execution of investment documentation and agreements), all subject to the provisions of the Trust’s 's Declaration of Trust and By-Laws (collectively, the “"Governing Documents”"), the 1940 Act and the applicable rules and regulations promulgated thereunder by the Securities and Exchange Commission (the “"SEC”") and interpretive guidance issued thereunder by the SEC staff and any other applicable federal and state law, as well as the investment objectives, policies and restrictions of the Fund, and any other specific policies adopted by the Board and disclosed to the Adviser. The Adviser is authorized as the agent of the Trust to give instructions to the custodian of the Fund as to deliveries of securities and other investments and payments of cash for the account of the Fund. Subject to applicable provisions of the 1940 Act and direction from the Board, the investment program to be provided hereunder may entail the investment of all or substantially all of the assets of the Fund in one or more investment companies. The Adviser will place orders pursuant to its investment determinations for the Fund either directly with the issuer or with any broker or dealer, foreign currency dealer, futures commission merchant or others selected by it. In connection with the selection of such brokers or dealers and the placing of such orders, subject to applicable law, brokers or dealers may be selected who also provide brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934, as amended (the “"Exchange Act”")) to the Fund and/or the other accounts over which the Adviser or its affiliates exercise investment discretion. The Adviser is authorized to pay a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for the Fund which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if the Adviser determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage and research services provided by such broker or dealer. This determination may be viewed in terms of either that particular transaction or the overall responsibilities which the Adviser and its affiliates have with respect to accounts over which they exercise investment discretion. The Board may adopt policies and procedures that modify and restrict the Adviser’s 's authority regarding the execution of the Fund’s 's portfolio transactions provided herein. The Trust hereby authorizes any entity or person associated with the Adviser or any sub-sub- adviser retained by the Adviser pursuant to Section 9 of this Agreement, which is a member of a national securities exchange, to effect any transaction on the exchange for the account of the Trust which is permitted by Section 11(al l(a) of the Securities Exchange Act of 1934 and Rule 11a2-l la2- 2(T) thereunder, and the Trust hereby consents to the retention of compensation for such transactions in accordance with Rule 11a2l la2-2(T)(a)(2)(iv) provided the transaction complies with the Trust’s 's Rule 17e-1 l 7e-l policies and procedures.

Investment Advisory Services. Subject The Investment Adviser shall provide ---------------------------- (or arrange for the provision by affiliates of) the Trust with such investment advice and supervision as the latter may from time to time consider necessary for the proper supervision of the assets of the Trust’s Board of Trustees (the “Board”), the Adviser shall regularly provide the Fund with investment research, advice, management and supervision and shall furnish a continuous continuously an investment program for the Fund’s portfolio of securities Trust and other investments. The Adviser shall determine from time to time what which securities and other investments and instruments will shall be purchased, retained, sold or exchanged by the Fund and what portion of the assets of the Fund’s portfolio will Trust shall be held in the various securities and other investments in which the Fund investsTrust invests or cash, subject always to the restrictions set forth in the Declaration of Trust and shall implement those decisions (including the execution By-Laws of investment documentation and agreements)the Trust, all subject as amended from time to time, the provisions of the Trust’s Declaration of Trust and By-Laws (collectively, the “Governing Documents”), the 1940 Investment Company Act and the applicable rules statements relating to the Trust's investment objectives, investment policies and regulations promulgated thereunder by investment restrictions as the Securities and Exchange Commission (same are set forth in the “SEC”) and interpretive guidance issued thereunder by Registration Statement. The Investment Adviser shall make decisions for the SEC staff Trust as to the manner in which voting rights, rights to consent to corporate action and any other applicable federal rights pertaining to the Trust's portfolio securities shall be exercised. Should the Board of Trustees at any time, however, make any definite determination as to investment policy and state lawnotify the Investment Adviser thereof in writing, as well as the Investment Adviser shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such determination has been revoked. The Investment Adviser shall take, on behalf of the Trust, all actions which it deems necessary to implement the investment objectivespolicies determined as provided above and, policies and restrictions in particular, to place all orders for the purchase or sale of portfolio securities for the FundTrust's account with brokers or dealers selected by it, and any other specific policies adopted by to that end, the Board and disclosed to the Adviser. The Investment Adviser is authorized as the agent of the Trust to give instructions to the custodian Custodian of the Fund Trust as to deliveries of securities and other investments and payments of cash for the account of the Fund. Subject to applicable provisions of the 1940 Act and direction from the Board, the investment program to be provided hereunder may entail the investment of all or substantially all of the assets of the Fund in one or more investment companies. The Adviser will place orders pursuant to its investment determinations for the Fund either directly with the issuer or with any broker or dealer, foreign currency dealer, futures commission merchant or others selected by itTrust. In connection with the selection of such brokers or dealers and the placing of such ordersorders with respect to assets of the Trust, subject the Investment Adviser is directed at all times to applicable lawseek to obtain execution and prices within the policy guidelines determined by the Board of Trustees as set forth in the Registration Statement. Subject to this requirement and the provisions of the Investment Company Act, brokers or dealers may be selected who also provide brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934, as amended (amended, and other applicable provisions of law, the “Exchange Act”)) to the Fund and/or the other accounts over Investment Adviser may select brokers or dealers with which the Adviser or its affiliates exercise investment discretion. The Adviser is authorized to pay a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for the Fund which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if the Adviser determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage and research services provided by such broker or dealer. This determination may be viewed in terms of either that particular transaction it or the overall responsibilities which the Adviser and its affiliates have with respect to accounts over which they exercise investment discretion. The Board may adopt policies and procedures that modify and restrict the Adviser’s authority regarding the execution of the Fund’s portfolio transactions provided herein. The Trust hereby authorizes any entity or person associated with the Adviser or any sub-adviser retained by the Adviser pursuant to Section 9 of this Agreement, which is a member of a national securities exchange, to effect any transaction on the exchange for the account of the Trust which is permitted by Section 11(a) of the Securities Exchange Act of 1934 and Rule 11a2-2(T) thereunder, and the Trust hereby consents to the retention of compensation for such transactions in accordance with Rule 11a2-2(T)(a)(2)(iv) provided the transaction complies with the Trust’s Rule 17e-1 policies and proceduresaffiliated.

Investment Advisory Services. Subject Client hereby engages Adviser to the supervision provide nondiscretionary investment advisory and asset management services of the Trust’s Board of Trustees (kinds described in this Agreement, upon the “Board”)terms and conditions set forth in this Agreement. On and after the date hereof, the Adviser shall regularly provide the Fund will act as investment adviser with investment research, advice, management and supervision and shall furnish a continuous investment program for the Fund’s portfolio of securities and other investments. The Adviser shall determine respect to certain assets which Client from time to time what designates Adviser to manage that are held in segments of its general account and its separate accounts 43, 46, and 48 and that are evidenced by securities other than securities in the asset classes listed in Schedule II attached hereto. Adviser and Client have agreed to a list attached hereto as Schedule I specifying the asset categories in such general and separate accounts with respect to which Adviser may provide advisory services in accordance with the terms of this Agreement (which assets, together with all additions, substitutions and alterations thereto, are hereafter called the “General Account”). In deciding on the manner in which to recommend the assets be invested, Adviser will act in accordance with the directions of Client’s Investment Committee of the Board of Directors and any other investments and instruments investment policy statements or other similar guidelines which are furnished in writing by Client. Adviser will make recommendations with respect to the investment of the General Account. Recommendations will be purchased, retained, sold or exchanged by the Fund communicated to an appropriate investment officer of Client and what portion of the assets of the Fund’s portfolio Client will make investment decisions which will be communicated in writing or orally (in which case, they shall be promptly confirmed in writing) to Adviser. Where Client has instructed Adviser that it wishes to vote the proxies for any shares of stock or other voting securities held in the various securities and other investments in which General Account, Adviser may make recommendations to Client on the Fund invests, and voting of such proxies. Adviser shall implement those decisions (including the execution of investment documentation and agreements), use its best efforts to ensure that recommendations made pursuant to this Agreement comply with all subject to the provisions of the Trust’s Declaration of Trust and By-Laws (collectively, the “Governing Documents”), the 1940 Act and the applicable rules and regulations promulgated thereunder by the Securities and Exchange Commission (the “SEC”) and interpretive guidance issued thereunder by the SEC staff and any other applicable federal and state law, as well as the investment objectives, policies and restrictions of the Fund, and any other specific policies adopted by the Board and disclosed to the Adviser. The Adviser is authorized as the agent of the Trust to give instructions to the custodian of the Fund as to deliveries of securities and other investments and payments of cash for the account of the Fund. Subject to applicable provisions of the 1940 Act and direction New York Insurance Law of which it has been advised by Client or of which it is otherwise aware; provided, however, that ultimate responsibility for compliance shall remain with Client. Nothing herein shall be deemed to preclude Client from arranging to receive investment advisory services from other investment advisers respecting any Client assets, including any assets in the Board, the investment program to be provided hereunder may entail the investment of all or substantially all of the assets of the Fund in one or more investment companies. The Adviser will place orders pursuant to its investment determinations for the Fund either directly with the issuer or with any broker or dealer, foreign currency dealer, futures commission merchant or others selected by it. In connection with the selection of such brokers or dealers and the placing of such orders, subject to applicable law, brokers or dealers may be selected who also provide brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) to the Fund and/or the other accounts over which the Adviser or its affiliates exercise investment discretion. The Adviser is authorized to pay a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for the Fund which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if the Adviser determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage and research services provided by such broker or dealer. This determination may be viewed in terms of either that particular transaction or the overall responsibilities which the Adviser and its affiliates have with respect to accounts over which they exercise investment discretion. The Board may adopt policies and procedures that modify and restrict the Adviser’s authority regarding the execution of the Fund’s portfolio transactions provided herein. The Trust hereby authorizes any entity or person associated with the Adviser or any sub-adviser retained by the Adviser pursuant to Section 9 of this Agreement, which is a member of a national securities exchange, to effect any transaction on the exchange for the account of the Trust which is permitted by Section 11(a) of the Securities Exchange Act of 1934 and Rule 11a2-2(T) thereunder, and the Trust hereby consents to the retention of compensation for such transactions in accordance with Rule 11a2-2(T)(a)(2)(iv) provided the transaction complies with the Trust’s Rule 17e-1 policies and proceduresGeneral Account.

Investment Advisory Services. Subject The Manager shall provide (or arrange for affiliates to provide) the Fund with such investment research, advice and supervision as the latter may from time to time consider necessary for the proper supervision of the Trust’s Board assets of Trustees (the “Board”)Fund, the Adviser shall regularly provide the Fund with investment research, advice, management and supervision and shall furnish a continuous continuously an investment program for the Fund’s portfolio of securities Fund and other investments. The Adviser shall determine from time to 4 time what which securities and other investments and instruments will shall be purchased, retained, sold or exchanged by the Fund and what portion of the assets of the Fund’s portfolio will Fund shall be held in the various securities and other investments in which the Fund invests, options, futures, options on futures or cash, subject always to the restrictions set forth in the Articles of Incorporation and shall implement those decisions (including By-Laws of the execution of investment documentation and agreements)Fund, all subject as amended from time to time, the provisions of the Trust’s Declaration of Trust and By-Laws (collectively, the “Governing Documents”), the 1940 Investment Company Act and the applicable rules statements relating to the Fund' s investment objectives, investment policies and regulations promulgated thereunder by investment restrictions as the Securities same are set forth in the Prospectus and Exchange Commission (Statement of Additional Information. The Manager shall also make decisions for the “SEC”) and interpretive guidance issued thereunder by Fund as to the SEC staff manner in which voting rights, rights to consent to corporate action and any other applicable federal rights pertaining to the Fund's portfolio securities shall be exercised. Should the Directors at any time, however, make any definite determination as to investment policy and state lawnotify the Manager thereof in writing, as well as the investment objectivesManager shall be bound by such determination for the period, policies and restrictions if any, specified in such notice or until similarly notified that such determination has been revoked. The Manager shall take, on behalf of the Fund, all actions which it deems necessary to implement the investment policies determined as provided above, and any other specific policies adopted in particular to place all orders for the purchase or sale of portfolio securities for the Fund's account with brokers or dealers selected by it, and to that end, the Board and disclosed to the Adviser. The Adviser Manager is authorized as the agent of the Trust Fund to give instructions to the custodian Custodian of the Fund as to deliveries 5 of securities and other investments and payments of cash for the account of the Fund. Subject to applicable provisions of the 1940 Act and direction from the Board, the investment program to be provided hereunder may entail the investment of all or substantially all of the assets of the Fund in one or more investment companies. The Adviser will place orders pursuant to its investment determinations for the Fund either directly with the issuer or with any broker or dealer, foreign currency dealer, futures commission merchant or others selected by it. In connection with the selection of such brokers or dealers and the placing of such ordersorders with respect to assets of the Fund, subject the Manager is directed at all times to applicable lawseek to obtain execution and price within the policy guidelines determined by the Directors as set forth in the Prospectus and Statement of Additional Information. Subject to this requirement and the provisions of the Investment Company Act, brokers or dealers may be selected who also provide brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934, as amended (amended, and other applicable provisions of law, the “Exchange Act”)) to Manager may select brokers or dealers with which it or the Fund and/or the other accounts over which the Adviser or its affiliates exercise investment discretion. The Adviser is authorized to pay a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for the Fund which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if the Adviser determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage and research services provided by such broker or dealer. This determination may be viewed in terms of either that particular transaction or the overall responsibilities which the Adviser and its affiliates have with respect to accounts over which they exercise investment discretion. The Board may adopt policies and procedures that modify and restrict the Adviser’s authority regarding the execution of the Fund’s portfolio transactions provided herein. The Trust hereby authorizes any entity or person associated with the Adviser or any sub-adviser retained by the Adviser pursuant to Section 9 of this Agreement, which is a member of a national securities exchange, to effect any transaction on the exchange for the account of the Trust which is permitted by Section 11(a) of the Securities Exchange Act of 1934 and Rule 11a2-2(T) thereunder, and the Trust hereby consents to the retention of compensation for such transactions in accordance with Rule 11a2-2(T)(a)(2)(iv) provided the transaction complies with the Trust’s Rule 17e-1 policies and proceduresaffiliated.

Investment Advisory Services. Subject to the supervision of the Trust’s Board of Trustees (the “Board”), the Adviser shall regularly provide the Fund with investment research, advice, management and supervision and shall furnish a continuous investment program for the Fund’s portfolio of securities and other investments. The Adviser shall determine from time to time what securities and other investments and instruments will be purchased, retained, sold or exchanged by the Fund and what portion of the assets of the Fund’s portfolio will be held in the various securities and other investments in which the Fund invests, and shall implement those decisions (including the execution of investment documentation and agreements), all subject to the provisions of the Trust’s Declaration of Trust and By-Laws (collectively, the “Governing Documents”), the 1940 Act and the applicable rules and regulations promulgated thereunder by the Securities and Exchange Commission (the “SEC”) and interpretive guidance issued thereunder by the SEC staff and any other applicable federal and state law, as well as the investment objectives, policies and restrictions of the Fund, and any other specific policies adopted by the Board and disclosed to the Adviser. The Adviser is authorized as the agent of the Trust to give instructions to the custodian of the Fund as to deliveries of securities and other investments and payments of cash for the account of the Fund. Subject to applicable provisions of the 1940 Act and direction from the Board, the investment program to be provided hereunder may entail the investment of all or substantially all of the assets of the Fund in one or more investment companies. The Adviser will place orders pursuant to its investment determinations for the Fund either directly with the issuer or with any broker or dealer, foreign currency dealer, futures commission merchant or others selected by it. In connection with the selection of such brokers or dealers and the placing of such orders, subject to applicable law, brokers or dealers may be selected who also provide brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) to the Fund and/or the other accounts over which the Adviser or its affiliates exercise investment discretion. The Adviser is authorized to pay a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for the Fund which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if the Adviser determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage and research services provided by such broker or dealer. This determination may be viewed in terms of either that particular transaction or the overall responsibilities which the Adviser and its affiliates have with respect to accounts over which they exercise investment discretion. The Board may adopt policies and procedures that modify and restrict the Adviser’s authority regarding the execution of the Fund’s portfolio transactions provided herein. The Trust hereby authorizes any entity or person associated with the Adviser or any sub-adviser retained by the Adviser pursuant to Section 9 of this Agreement, which is a member of a national securities exchange, to effect any transaction on the exchange for the account of the Trust which is permitted by Section 11(a) of the Securities Exchange Act of 1934 and Rule 11a2-2(T) thereunder, and the Trust hereby consents to the retention of compensation for such transactions in accordance with Rule 11a2-2(T)(a)(2)(iv) provided the transaction complies with the Trust’s Rule 17e-1 policies and procedures.

Investment Advisory Services. Subject to the supervision of the Trust’s Board of Trustees (the “Board”), the Adviser The Manager shall regularly provide the Fund Trust directly or through sub-advisers with such investment research, advice, management advice and supervision and as the Trust may from time to time consider necessary for the proper management of the assets of each Fund, shall furnish a continuous continuously an investment program for the each Fund’s portfolio of securities and other investments. The Adviser , shall determine from time to time what which securities and or other investments and instruments will shall be purchased, retained, sold or exchanged by the Fund and what portion portions of the assets of the Fund’s portfolio will each Fund shall be held in the various securities and or other investments in which the Fund investsor cash, and shall take such steps as are necessary to implement those decisions an overall investment plan for each Fund, including providing or obtaining such services as may be necessary in managing, acquiring or disposing of securities, cash or other investments. The Trust has furnished or will furnish the Manager (including the execution of investment documentation and agreements), all subject who is authorized to the provisions furnish any Service Provider) with copies of the Trust’s 's registration statement, Declaration of Trust Trust, and By-Laws (collectivelyBylaws as currently in effect and agrees during the continuance of this Agreement to furnish the Manager with copies of any amendments or supplements thereto before or at the time the amendments or supplements become effective. The Manager and any Service Providers will be entitled to rely on all documents furnished by the Trust. The Manager represents that in performing investment advisory services for each Fund, the “Governing Documents”), Manager shall make every effort to ensure that: (1) each Fund shall comply with Section 817(h) of the 1940 Act Code and the applicable rules regulations issued thereunder, specifically Regulation Section 1.817-5, relating to the diversification requirements for variable annuity, endowment, and regulations promulgated thereunder by the Securities and Exchange Commission (the “SEC”) and interpretive guidance issued thereunder by the SEC staff life insurance contracts, and any amendments or other modifications to such Section or regulations; (2) each Fund continuously qualifies as a regulated investment company under Subchapter M of the Code or any successor provision; and (3) any and all applicable federal and state law, insurance law restrictions on investments that operate to limit or restrict the investments that a Fund may otherwise make are complied with as well as any changes thereto. Except as instructed by the investment objectivesBoard, policies and restrictions of the FundManager shall also make decisions for the Trust as to the manner in which voting rights, rights to consent to corporate action, and any other specific rights pertaining to the Trust's securities shall be exercised. If the Board at any time makes any determination as to investment policy and notifies the Manager of such determination, the Manager shall be bound by such determination for the period, if any, specified in the notice or until similarly notified that such determination has been revoked. The Manager shall take, on behalf of each Fund, all actions which it deems necessary to implement the investment policies adopted of such Fund, and in particular, to place all orders for the purchase or sale of portfolio investments for the account of each Fund with brokers, dealers, futures commission merchants or banks selected by the Board and disclosed to the AdviserManager. The Adviser Manager also is authorized as the agent of the Trust to give instructions to the any Service Provider serving as custodian of the Fund Trust as to deliveries of securities and other investments and payments of cash for the account of the each Fund. Subject to applicable provisions of the 1940 Act and direction from the Board, the investment program to be provided hereunder may entail the investment of all or substantially all of the assets of the Fund in one or more investment companies. The Adviser will place orders pursuant to its investment determinations for the Fund either directly with the issuer or with any broker or dealer, foreign currency dealer, futures commission merchant or others selected by it. In connection with the selection of such selecting brokers or dealers and placing purchase and sale orders with respect to assets of the placing Funds, the Manager is directed at all times to seek to obtain best execution and price within the policy guidelines determined by the Board and set forth in the current registration statement. Subject to this requirement and the provisions of such ordersthe Act, subject to applicable lawthe Advisers Act, brokers or dealers may be selected who also provide brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934, as amended (the “Exchange "1934 Act”")) , and other applicable provisions of law, the Manager may select brokers or dealers that are affiliated with the Manager or the Trust. In addition to seeking the best execution and price, the Manager may also take into consideration brokerage, research and statistical information, wire, quotation and other services provided by brokers and dealers to the Fund and/or the other accounts over which the Adviser or its affiliates exercise investment discretionManager. The Adviser Manager is also authorized to pay a broker or dealer who provides such brokerage and research services a effect individual securities transactions at commission for executing a portfolio transaction for the Fund which is rates in excess of the amount of minimum commission another broker or dealer would have charged for effecting that transaction rates available, if the Adviser Manager determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage brokerage, research and research other services provided by such broker or dealer. This determination may be , viewed in terms of either that particular transaction or the Manager's overall responsibilities which the Adviser and its affiliates have with respect to accounts over which they exercise investment discretioneach Fund. The policies with respect to brokerage allocation, determined from time to time by the Board may adopt policies and procedures that modify and restrict are those disclosed in the Adviser’s authority regarding the currently effective registration statement. The execution of the Fund’s portfolio such transactions provided hereinshall not be deemed to represent an unlawful act or breach of any duty created by this Agreement or otherwise. The Trust hereby authorizes any entity or person associated Manager will periodically evaluate the statistical data, research and other investment services provided to it by brokers and dealers. Such services may be used by the Manager in connection with the Adviser performance of its obligations under this Agreement or any sub-adviser retained by in connection with other advisory or investment operations including using such information in managing its own accounts. As part of carrying out its obligations to manage the Adviser pursuant to Section 9 of this Agreement, which is a member of a national securities exchange, to effect any transaction on the exchange for the account investment and reinvestment of the Trust which is permitted by Section 11(a) assets of the Securities Exchange Act of 1934 and Rule 11a2-2(T) thereunder, and the Trust hereby consents to the retention of compensation for such transactions in accordance with Rule 11a2-2(T)(a)(2)(iv) provided the transaction complies each Fund consistent with the Trust’s Rule 17e-1 policies and procedures.requirements under the 1940 Act, the Manager shall:

Investment Advisory Services. Subject The Adviser shall act as investment adviser to the supervision Trust and shall manage the investments of the Trust in accordance with the respective investment objective, programs and restrictions of the Trust as provided in the Trust’s Board of Trustees (the “Board”)governing documents, the Adviser shall regularly provide the Fund with investment researchincluding, advicewithout limitation, management and supervision and shall furnish a continuous investment program for the Fund’s portfolio of securities and other investments. The Adviser shall determine from time to time what securities and other investments and instruments will be purchased, retained, sold or exchanged by the Fund and what portion of the assets of the Fund’s portfolio will be held in the various securities and other investments in which the Fund invests, and shall implement those decisions (including the execution of investment documentation and agreements), all subject to the provisions of the Trust’s Agreement and Declaration of Trust and By-Laws (collectivelyLaws, or otherwise and such other limitations as the Board of Trustees may impose from time to time in writing to the Adviser. In this regard, the “Governing Documents”)Adviser shall regularly make decisions as to what securities and other investments to purchase and sell on behalf of the Trust, and shall effect the purchase and sale of such investments. The Adviser shall also have discretion to vote any proxy solicited by a company in the Trust’s portfolio, again subject to the ultimate supervision of the Board. In performing these services, the 1940 Act Adviser may hire one or more sub-advisers (the “Sub-Advisers”) for a Trust to carry out the investment program of the Trust (subject to the approval of the Board and shareholders of the applicable rules and regulations promulgated thereunder Trust, except as otherwise permitted under the terms of any exemptive relief obtained by the Adviser from the Securities and Exchange Commission (the “SEC”), or by rule or regulation). To the extent that the Adviser does hire any Sub-Adviser, it will thereafter continuously review, supervise and (where appropriate) administer the investment program of each Trust. Without limiting the generality of the foregoing, the Adviser shall, or direct any Sub-Adviser to: (i) furnish the Trust with advice and interpretive guidance issued thereunder recommendations with respect to the investment of the Trust’s assets and the purchase and sale of portfolio securities for the Trust, including selecting brokers and effecting transactions or taking of such other steps as may be necessary to implement such advice and recommendations; (ii) furnish the Trust with reports, statements and other data on securities, economic conditions and other pertinent subjects which the Board may reasonably request; (iii) manage the investments of the Trust, subject to the ultimate supervision and direction of the Board; (iv) vote proxies solicited by portfolio companies; (v) provide persons satisfactory to the SEC staff Board to act as officers and any other applicable federal employees of the Trust (such officers and state lawemployees, as well as the investment objectivescertain trustees, policies and restrictions of the Fund, and any other specific policies adopted by the Board and disclosed to the Adviser. The Adviser is authorized as the agent of the Trust to give instructions to the custodian of the Fund as to deliveries of securities and other investments and payments of cash for the account of the Fund. Subject to applicable provisions of the 1940 Act and direction from the Board, the investment program to be provided hereunder may entail the investment of all or substantially all of the assets of the Fund in one or more investment companies. The Adviser will place orders pursuant to its investment determinations for the Fund either directly with the issuer or with any broker or dealer, foreign currency dealer, futures commission merchant or others selected by it. In connection with the selection of such brokers or dealers and the placing of such orders, subject to applicable law, brokers or dealers may be selected who also provide brokerage and research services (as those terms are defined in Section 28(e) trustees, directors, officers, partners, or employees of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) to the Fund and/or the other accounts over which the Adviser or its affiliates exercise investment discretion. The Adviser is authorized affiliates) but not including personnel to pay a broker provide administrative services or dealer who provides such brokerage and research distribution services a commission for executing a portfolio transaction for the Fund which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if the Adviser determines in good faith that such amount of commission is reasonable in relation to the value of Trust; and (vi) render to the brokerage Board such periodic and research services provided by such broker or dealer. This determination may be viewed in terms of either that particular transaction or the overall responsibilities which the Adviser and its affiliates have special reports with respect to accounts over which they exercise the Trust’s investment discretionactivities as the Board may reasonably request. The Board may adopt investment policies and procedures that modify and restrict the Adviser’s authority regarding the execution of the Fund’s portfolio transactions provided herein. The Trust hereby authorizes any entity or person associated with the Adviser or any sub-adviser retained by the Adviser pursuant to Section 9 of this Agreement, which is a member of a national securities exchange, to effect any transaction on the exchange for the account all other actions of the Trust which is permitted by Section 11(a) are and shall at all times be subject to the control and direction of the Securities Exchange Act of 1934 and Rule 11a2-2(T) thereunder, and the Trust hereby consents to the retention of compensation for such transactions in accordance with Rule 11a2-2(T)(a)(2)(iv) provided the transaction complies with the Trust’s Rule 17e-1 policies and proceduresBoard.

Investment Advisory Services. Subject to the supervision of the Trust’s Board of Trustees (the “Board”), the The Investment Adviser shall regularly provide the Fund Trust with such investment research, advice, management advice and supervision and as the Trust may from time to time consider necessary for the proper management of the assets of each Fund, shall furnish a continuous continuously an investment program for the each Fund’s portfolio of securities and other investments. The Adviser , shall determine from time to time what which securities and or other investments and instruments will shall be purchased, retained, sold or exchanged by the Fund and what portion of the assets of the Fund’s portfolio will be held in for the various securities and Funds, including providing or obtaining such services as may be necessary in managing, acquiring or disposing of securities, cash or other investments in which investments. The Trust has furnished the Fund invests, and shall implement those decisions (including the execution of investment documentation and agreements), all subject to the provisions Investment Adviser with copies of the Trust’s registration statement and Declaration of Trust as currently in effect and By-Laws (collectivelyagrees during the continuance of this Agreement to furnish the Investment Adviser with copies of any amendments or supplements thereto before or at the time the amendments or supplements become effective. The Investment Adviser and any Service Providers will be entitled to rely on all documents furnished by the Trust. The Investment Adviser represents that in performing investment advisory services for each Fund, the “Governing Documents”)Investment Adviser shall make every effort to ensure that each Fund continuously qualifies as a regulated investment company under Subchapter M of the Code or any successor provisions. Except as instructed by the Board, the 1940 Act and Investment Adviser shall also make decisions for the applicable rules and regulations promulgated thereunder by Trust as to the Securities and Exchange Commission (the “SEC”) and interpretive guidance issued thereunder by the SEC staff and any other applicable federal and state lawmanner in which voting rights, as well as the investment objectives, policies and restrictions of the Fundrights to consent to corporate action, and any other specific policies adopted by rights pertaining to the Trust’s securities shall be exercised. If the Board at any time makes any determination as to investment policy and disclosed notifies the Investment Adviser of such determination, the Investment Adviser shall be bound by such determination until notified to the Advisercontrary. The Investment Adviser shall take, on behalf of each Fund, all actions which it considers necessary to implement the investment strategies of such Fund, and in particular, to place all orders for the purchase or sale of securities or other investments for the account of each Fund with brokers and dealers selected by it, and to that end, the Investment Adviser is authorized as the agent of the Trust to give instructions to the Trust’s custodian of the Fund as to deliveries of securities and or other investments and payments of cash for the account of the each Fund. Subject to applicable provisions of the 1940 Act and direction from the Board, the investment program to be provided hereunder may entail the investment of all or substantially all of the assets of the Fund in one or more investment companies. The Adviser will place orders pursuant to its investment determinations for the Fund either directly with the issuer or with any broker or dealer, foreign currency dealer, futures commission merchant or others selected by it. In connection with the selection of such brokers or dealers and the placing of such orderspurchase and sale orders with respect to investments of the Funds, subject the Investment Adviser is directed at all times to applicable lawseek to obtain best execution within the policy guidelines determined by the Board from time to time. Subject to this requirement and the provisions of the 1940 Act, brokers or dealers may be selected who also provide brokerage and research services (as those terms are defined in Section 28(e) of the Advisers Act, the Securities Exchange Act of 1934, as amended amended, and other applicable provisions of law, the Investment Adviser may select brokers or dealers that are affiliated with it or the Trust (or with a subadviser). To the “Exchange Act”)) to extent permitted by the Fund and/or policy guidelines, the other accounts over which the Adviser or its affiliates exercise investment discretion. The Investment Adviser is authorized to pay consider, in the selection of brokers and dealers to execute portfolio transactions, not only the available prices and rates of brokerage commissions, but also other relevant factors which may include, without limitation: (1) the execution capabilities of such brokers and dealers, (2) research, brokerage and other services provided by such brokers and dealers which the Investment Adviser believes will enhance its general portfolio management capabilities, (3) the size of the transaction, (4) the difficulty of execution, (5) the operational facilities of such brokers and dealers, (6) the risk to such a broker or dealer of positioning a block of securities, and (7) the brokerage service arrangements made available by the broker or dealer. In connection with the foregoing, the Investment Adviser is specifically authorized to pay those brokers and dealers who provides such provide brokerage and research services to it a higher commission for executing a portfolio transaction for the Fund which is in excess of the amount of commission another broker or dealer would have than that charged for effecting that transaction by other brokers and dealers if the Investment Adviser determines in good faith that such the amount of such commission is reasonable in relation to the value of the brokerage and research such services provided by such broker or dealer. This determination may be viewed in terms of either that the particular transaction or in terms of the Investment Adviser’s overall responsibilities which the Adviser and its affiliates have with respect to the Trust, the Fund and to any other client accounts over or portfolios which they exercise investment discretionthe Investment Adviser advises. The Board may adopt policies and procedures that modify and restrict the Adviser’s authority regarding the execution of such transactions shall not be considered to represent an unlawful breach of any duty created by this Agreement or otherwise. When selecting brokers or dealers and placing purchase and sale orders for securities and other investments, when instructed to do so by the Fund’s Trust in connection with brokerage service arrangements approved by the Board, the Investment Adviser agrees and is authorized to place orders with one or more brokers or dealers identified by the Trust (including brokers or dealers who are affiliated persons of the Trust, the Investment Adviser or a subadviser). The execution of such transactions shall not be considered to represent an unlawful breach of any duty created by this Agreement or otherwise. The Investment Adviser also is authorized to aggregate purchase and sale orders for securities held (or to be held) in a Fund with similar orders being made on the same day for other client accounts or Funds managed by Investment Adviser. When an order is so aggregated: (1) the actual prices applicable to the aggregated transaction will be averaged and the Fund and each other account or portfolio transactions provided hereinparticipating in the aggregated transaction shall be treated as having purchased or sold its portion of the securities at such average price, and (2) all transaction costs incurred in effecting the aggregated transaction shall be shared on a pro-rata basis among the accounts or portfolios (including the Funds) participating in the transaction. The Trust hereby authorizes any entity recognizes that in some cases this procedure may adversely affect the size of the position obtainable for the Fund. When recommending or person associated effecting a transaction in a particular security or investment for more than one client account or portfolio (including a Fund), the Investment Adviser may allocate such recommendations or transactions among all accounts and portfolios for whom the recommendation is made or transaction is effected on a basis that the Investment Adviser considers equitable. Similarly, the Investment Adviser may not recommend a specific security or other investment for all client accounts or portfolios (including the Funds) with the Adviser same or any sub-adviser retained by similar investment objective(s) or strategies or may not recommend a specific security or other investment for such client accounts at the Adviser pursuant same time or price. As part of carrying out its obligations to Section 9 of this Agreement, which is a member of a national securities exchange, to effect any transaction on manage the exchange for the account investment and reinvestment of the Trust which is permitted by Section 11(a) assets of the Securities Exchange Act of 1934 and Rule 11a2-2(T) thereunder, and the Trust hereby consents to the retention of compensation for such transactions in accordance with Rule 11a2-2(T)(a)(2)(iv) provided the transaction complies each Fund consistent with the Trust’s Rule 17e-1 policies and procedures.requirements under the 1940 Act, the Investment Adviser shall:

Investment Advisory Services. Subject The Adviser shall provide (or arrange for affiliates to provide) each Portfolio with such investment research, advice and supervision as the latter may from time to time consider necessary for the proper supervision of the Trust’s Board of Trustees (the “Board”)Portfolio, the Adviser shall regularly provide the Fund with investment research, advice, management and supervision and shall furnish a continuous continuously an investment program for the Fund’s portfolio of securities Portfolio and other investments. The Adviser shall determine from time to time what which securities and other investments and instruments will shall be purchased, retained, sold or exchanged by the Fund and what portion of the assets of the FundPortfolio’s portfolio will shall be held in the various securities and other investments in which the Fund Portfolio invests, and shall implement those decisions (including the execution of investment documentation and agreements)options, all futures, options on futures or cash, subject always to the provisions of restrictions set forth in the Trust’s Declaration of Trust and By-Laws (collectivelyof the Trust, as amended from time to time, the “Governing Documents”), provisions of the 1940 Investment Company Act and the applicable rules statements relating to the Portfolio’s investment objective, investment policies and regulations promulgated thereunder by investment restrictions as the Securities same are set forth in the Trust’s Prospectus and Exchange Commission (Statement of Additional Information. The Adviser shall also make decisions for the “SEC”) and interpretive guidance issued thereunder by Portfolio as to the SEC staff manner in which voting rights, rights to consent to corporate action and any other applicable federal rights pertaining to the Portfolio’s portfolio securities shall be exercised. Should the Trustees at any time, however, make any definite determination as to investment policy and state lawnotify the Adviser thereof in writing, as well as the Adviser shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such determination has been revoked. The Adviser shall take, on behalf of the Trust, all actions that it deems necessary to implement the investment objectives, policies and restrictions of the Funddetermined as provided above, and any other specific policies adopted in particular to place all orders for the purchase or sale of portfolio securities for the Portfolio’s account with brokers or dealers selected by it, and to that end, the Board and disclosed to the Adviser. The Adviser is authorized as the agent of the Trust to give instructions to the custodian of the Fund Portfolio as to deliveries of securities and other investments and payments of cash for the account of the Fund. Subject to applicable provisions of the 1940 Act and direction from the Board, the investment program to be provided hereunder may entail the investment of all or substantially all of the assets of the Fund in one or more investment companies. The Adviser will place orders pursuant to its investment determinations for the Fund either directly with the issuer or with any broker or dealer, foreign currency dealer, futures commission merchant or others selected by itTrust. In connection with the selection of such brokers or dealers and the placing of such ordersorders with respect to assets of the Portfolio, subject the Adviser is directed at all times to applicable lawseek to obtain execution and price within the policy guidelines determined by the Trustees as set forth in the Prospectus and Statement of Additional Information that form a part of the Trust’s Registration Statement. Subject to this requirement and the provisions of the Investment Company Act, brokers or dealers may be selected who also provide brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) to the Fund and/or the amended, and other accounts over which applicable provisions of law, the Adviser may select brokers or its affiliates exercise investment discretion. The Adviser is authorized to pay a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for the Fund dealers with which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if the Adviser determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage and research services provided by such broker or dealer. This determination may be viewed in terms of either that particular transaction it or the overall responsibilities which the Adviser and its affiliates have with respect to accounts over which they exercise investment discretion. The Board may adopt policies and procedures that modify and restrict the Adviser’s authority regarding the execution of the Fund’s portfolio transactions provided herein. The Trust hereby authorizes any entity or person associated with the Adviser or any sub-adviser retained by the Adviser pursuant to Section 9 of this Agreement, which is a member of a national securities exchange, to effect any transaction on the exchange for the account of the Trust which is permitted by Section 11(a) of the Securities Exchange Act of 1934 and Rule 11a2-2(T) thereunder, and the Trust hereby consents to the retention of compensation for such transactions in accordance with Rule 11a2-2(T)(a)(2)(iv) provided the transaction complies with the Trust’s Rule 17e-1 policies and proceduresaffiliated.

Investment Advisory Services. Subject to the supervision of the Trust’s Board of Trustees (the “Board”), the Adviser shall regularly provide the Fund with investment research, advice, management and supervision and shall furnish a continuous investment program for the Fund’s portfolio of securities and other investments. The Adviser shall determine from time to time what securities and other investments and instruments will be purchased, retained, sold or exchanged by the Fund and what portion of the assets of the Fund’s portfolio will be held in the various securities and other investments in which the Fund invests, and shall implement those decisions (including the execution of investment documentation and agreements), all subject to the provisions of the Trust’s Declaration of Trust and By-Laws (collectively, the “Governing Documents”), the 1940 Act and the applicable rules and regulations promulgated thereunder by the Securities and Exchange Commission (the “SEC”) and interpretive guidance issued thereunder by the SEC staff and any other applicable federal and state law, as well as the investment objectives, policies and restrictions of the Fund, and any other specific policies adopted by the Board and disclosed to the Adviser. The Adviser is authorized as the agent of the Trust to give instructions to the custodian of the Fund as to deliveries of securities and other investments and payments of cash for the account of the Fund. Subject to applicable provisions of the 1940 Act and direction from the Board, the investment program to be provided hereunder may entail the investment of all or substantially all of the assets of the Fund in one or more investment companies. The Adviser will place orders pursuant to its investment determinations for the Fund either directly with the issuer or with any broker or dealer, foreign currency dealer, futures commission merchant or others selected by it. In connection with the selection of such brokers or dealers and the placing of such orders, subject to applicable law, brokers or dealers may be selected who also provide brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) to the Fund and/or the other accounts over which the Adviser or its affiliates exercise investment discretion. The Adviser is authorized to pay a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for the Fund which that is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if the Adviser determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage and research services provided by such broker or dealer. This determination may be viewed in terms of either that particular transaction or the overall responsibilities which that the Adviser and its affiliates have with respect to accounts over which they exercise investment discretion. The Board may adopt policies and procedures that modify and restrict the Adviser’s authority regarding the execution of the Fund’s portfolio transactions provided herein. The Trust hereby authorizes any entity or person associated with the Adviser or any sub-adviser retained by the Adviser pursuant to Section 9 of this Agreement, which is a member of a national securities exchange, to effect any transaction on the exchange for the account of the Trust which that is permitted by Section 11(a) of the Securities Exchange Act of 1934 and Rule 11a2-2(T) thereunder, and the Trust hereby consents to the retention of compensation for such transactions in accordance with Rule 11a2-2(T)(a)(2)(iv) provided the transaction complies with the Trust’s Rule 17e-1 policies and procedures.

Investment Advisory Services. Subject to the supervision oversight of the Trust’s Board of Trustees (the “Board”), the Adviser shall regularly provide the Fund with investment research, advice, management and supervision and shall furnish a continuous investment program for the Fund’s portfolio of securities and other investments. The Adviser shall determine from time to time what securities and other investments and instruments will be purchased, retained, sold or exchanged by the Fund and what portion of the assets of the Fund’s portfolio will be held in the various securities and other investments in which the Fund invests, and shall implement those decisions (including the execution of investment documentation and agreements), all subject to the provisions of the Trust’s Declaration of Trust and By-Laws (collectively, the “Governing Documents”), the 1940 Act and the applicable rules and regulations promulgated thereunder by the Securities and Exchange Commission (the “SEC”) and interpretive guidance issued thereunder by the SEC staff and any other applicable federal and state law, as well as the investment objectives, policies and restrictions of the Fund, and any other specific policies adopted by the Board and disclosed to the Adviser. The Adviser is authorized as the agent of the Trust to give instructions to the custodian of the Fund as to deliveries of securities and other investments and payments of cash for the account of the Fund. Subject to applicable provisions of the 1940 Act and direction from the Board, the investment program to be provided hereunder may entail the investment of all or substantially all of the assets of the Fund in one or more investment companies. The Adviser will place orders pursuant to its investment determinations for the Fund either directly with the issuer or with any broker or dealer, foreign currency dealer, futures commission merchant or others selected by it. In connection with the selection of such brokers or dealers and the placing of such orders, subject to applicable law, brokers or dealers may be selected who also provide brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) to the Fund and/or the other accounts over which the Adviser or its affiliates exercise investment discretion. The Adviser is authorized to pay a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for the Fund which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if the Adviser determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage and research services provided by such broker or dealer. This determination may be viewed in terms of either that particular transaction or the overall responsibilities which the Adviser and its affiliates have with respect to accounts over which they exercise investment discretion. The Board may adopt policies and procedures that modify and restrict the Adviser’s authority regarding the execution of the Fund’s portfolio transactions provided herein. The Trust hereby authorizes any entity or person associated with the Adviser or any sub-adviser retained by the Adviser pursuant to Section 9 of this Agreement, which is a member of a national securities exchange, to effect any transaction on the exchange for the account of the Trust which is permitted by Section 11(a) of the Securities Exchange Act of 1934 and Rule 11a2-2(T) thereunder, and the Trust hereby consents to the retention of compensation for such transactions in accordance with Rule 11a2-2(T)(a)(2)(iv) provided the transaction complies with the Trust’s Rule 17e-1 policies and procedures.

Investment Advisory Services. Subject to the supervision of the Trust’s Board of Trustees (the “Board”), the Adviser The Manager shall regularly provide the Fund Trust directly or through investment subadvisers with such investment research, advice, management advice and supervision and as the Trust may from time to time consider necessary for the proper management of the assets of each Portfolio, shall furnish a continuous continuously an investment program for the Fund’s portfolio of securities and other investments. The Adviser each Portfolio, shall determine from time to time what which securities and or other investments and instruments will shall be purchased, retained, sold or exchanged by the Fund and what portion of the assets of the Fund’s portfolio will be held in for the various securities and Portfolios, including providing or obtaining such services as may be necessary in managing, acquiring or disposing of securities, cash or other investments in which investments. The Trust has furnished the Fund invests, and shall implement those decisions (including the execution of investment documentation and agreements), all subject to the provisions Manager with copies of the Trust’s registration statement and Declaration of Trust as currently in effect and By-Laws (collectivelyagrees during the continuance of this Agreement to furnish the Manager with copies of any amendments or supplements thereto before or at the time the amendments or supplements become effective. The Manager and any Service Providers will be entitled to rely on all documents furnished by the Trust. The Manager represents that in performing investment advisory services for each Portfolio, the “Governing Documents”), Manager shall make every effort to ensure that: (1) each Portfolio complies with Section 817(h) of the 1940 Act Code and the applicable rules regulations issued thereunder, specifically Regulation Section 1.817-5, relating to the diversification requirements for variable annuity, endowment, and regulations promulgated thereunder by the Securities and Exchange Commission (the “SEC”) and interpretive guidance issued thereunder by the SEC staff life insurance contracts, and any amendments or other modifications to such Section or regulations; (2) each Portfolio continuously qualifies as a regulated investment company under Subchapter M of the Code or any successor provisions; and (3) any and all applicable federal and state law, insurance law restrictions on investments that operate to limit or restrict the investments that a Portfolio may otherwise make are complied with as well as any changes thereto. Except as instructed by the investment objectivesBoard, policies and restrictions of the FundManager shall also make decisions for the Trust as to the manner in which voting rights, rights to consent to corporate action, and any other specific policies adopted by rights pertaining to the Trust’s securities shall be exercised. If the Board at any time makes any determination as to investment policy and disclosed notifies the Manager of such determination, the Manager shall be bound by such determination until notified to the Advisercontrary. The Adviser Manager shall take, on behalf of each Portfolio, all actions which it considers necessary to implement the investment strategies of such Portfolio, and in particular, to place all orders for the purchase or sale of securities or other investments for the account of each Portfolio with brokers and dealers selected by it, and to that end, the Manager is authorized as the agent of the Trust to give instructions to the Trust’s custodian of the Fund as to deliveries of securities and or other investments and payments of cash for the account of the Fund. Subject to applicable provisions of the 1940 Act and direction from the Board, the investment program to be provided hereunder may entail the investment of all or substantially all of the assets of the Fund in one or more investment companies. The Adviser will place orders pursuant to its investment determinations for the Fund either directly with the issuer or with any broker or dealer, foreign currency dealer, futures commission merchant or others selected by iteach Portfolio. In connection with the selection of such brokers or dealers and the placing of such orderspurchase and sale orders with respect to investments of the Portfolios, subject the Manager is directed at all times to applicable lawseek to obtain best execution and price within the policy guidelines determined by the Board from time to time. Subject to this requirement and the provisions of the 1940 Act, brokers or dealers may be selected who also provide brokerage and research services (as those terms are defined in Section 28(e) of the Advisers Act, the Securities Exchange Act of 1934, as amended amended, and other applicable provisions of law, the Manager may select brokers or dealers that are affiliated with it or the Trust (or with a subadviser) as well as brokers or dealers which sell insurance policies of Xxxxxxx Xxxxx Insurance Company and ML Life Insurance Company of New York or their affiliates. To the “Exchange Act”)) to extent permitted by the Fund and/or policy guidelines, the other accounts over which the Adviser or its affiliates exercise investment discretion. The Adviser Manager is authorized to pay consider, in the selection of brokers and dealers to execute portfolio transactions, not only the available prices and rates of brokerage commissions, but also other relevant factors which may include, without limitation: (1) the execution capabilities of such brokers and dealers, (2) research, brokerage and other services provided by such brokers and dealers which the Manager believes will enhance its general portfolio management capabilities, (3) the size of the transaction, (4) the difficulty of execution, (5) the operational facilities of such brokers and dealers, (6) the risk to such a broker or dealer of positioning a block of securities, and (7) the brokerage service arrangements made available by the broker or dealer. In connection with the foregoing, the Manager is specifically authorized to pay those brokers and dealers who provides such provide brokerage and research services to it a higher commission for executing a portfolio transaction for the Fund which is in excess of the amount of commission another broker or dealer would have than that charged for effecting that transaction by other brokers and dealers if the Adviser Manager determines in good faith that such the amount of such commission is reasonable in relation to the value of the brokerage and research such services provided by such broker or dealer. This determination may be viewed in terms of either that the particular transaction or in terms of the Manager’s overall responsibilities which the Adviser and its affiliates have with respect to the Trust, the Portfolio and to any other client accounts over or portfolios which they exercise investment discretionthe Manager advises. The Board may adopt policies and procedures that modify and restrict the Adviser’s authority regarding the execution of such transactions shall not be considered to represent an unlawful breach of any duty created by this Agreement or otherwise. When selecting brokers or dealers and placing purchase and sale orders for securities and other investments, when instructed to do so by the Fund’s Trust in connection with brokerage service arrangements approved by the Board, the Manager agrees and is authorized to place orders with one or more brokers or dealers identified by the Trust (including brokers or dealers who are affiliated persons of the Trust, the Manager or a subadviser). The execution of such transactions shall not be considered to represent an unlawful breach of any duty created by this Agreement or otherwise. The Manager also is authorized to aggregate purchase and sale orders for securities held (or to be held) in a Portfolio with similar orders being made on the same day for other client accounts or Portfolios managed by Manager. When an order is so aggregated: (1) the actual prices applicable to the aggregated transaction will be averaged and the Portfolio and each other account or portfolio transactions provided hereinparticipating in the aggregated transaction shall be treated as having purchased or sold its portion of the securities at such average price, and (2) all transaction costs incurred in effecting the aggregated transaction shall be shared on a pro-rata basis among the accounts or portfolios (including the Portfolios) participating in the transaction. The Trust hereby authorizes any entity recognizes that in some cases this procedure may adversely affect the size of the position obtainable for the Portfolio. When recommending or person associated effecting a transaction in a particular security or investment for more than one client account or portfolio (including a Portfolio), the Manager may allocate such recommendations or transactions among all accounts and portfolios for whom the recommendation is made or transaction is effected on a basis that the Manager considers equitable. Similarly, the Manager may not recommend a specific security or other investment for all client accounts or portfolios (including the Portfolios) with the Adviser same or any sub-adviser retained by similar investment objective(s) or strategies or may not recommend a specific security or other investment for such client accounts at the Adviser pursuant same time or price. As part of carrying out its obligations to Section 9 of this Agreement, which is a member of a national securities exchange, to effect any transaction on manage the exchange for the account investment and reinvestment of the Trust which is permitted by Section 11(a) assets of the Securities Exchange Act of 1934 and Rule 11a2-2(T) thereunder, and the Trust hereby consents to the retention of compensation for such transactions in accordance with Rule 11a2-2(T)(a)(2)(iv) provided the transaction complies each Portfolio consistent with the Trust’s Rule 17e-1 policies and procedures.requirements under the 1940 Act, the Manager shall:

Investment Advisory Services. Subject The Manager shall act as investment manager to the supervision Funds and shall manage the investments of the Funds on behalf of the Funds in accordance with the investment objectives, programs and restrictions of the Funds as provided in the Trust’s Board of Trustees (the “Board”)governing documents, the Adviser shall regularly provide the Fund with investment researchincluding, advicewithout limitation, management and supervision and shall furnish a continuous investment program for the Fund’s portfolio of securities and other investments. The Adviser shall determine from time to time what securities and other investments and instruments will be purchased, retained, sold or exchanged by the Fund and what portion of the assets of the Fund’s portfolio will be held in the various securities and other investments in which the Fund invests, and shall implement those decisions (including the execution of investment documentation and agreements), all subject to the provisions of the Trust’s Agreement and Declaration of Trust and By-Laws (collectivelyLaws, or otherwise and such other limitations as the Trustees may impose from time to time in writing to the Manager. In this regard, the “Governing Documents”)Manager shall regularly make decisions as to what securities and other investments to purchase and sell on behalf of the Funds, and shall effect the purchase and sale of such investments. The Manager shall also have discretion to vote any proxy solicited by a Fund’s portfolio company, again subject to the ultimate supervision of the Board. In performing these services, the 1940 Act Manager may hire one or more sub-advisers (the “Sub-Advisers”) for each Fund to carry out the investment program of the Funds (subject to the approval of the Board and shareholders of the applicable rules and regulations promulgated thereunder Fund, except as otherwise permitted under the terms of any exemptive relief obtained by the Manager from the Securities and Exchange Commission (the “SEC”), or by rule or regulation). To the extent that the Manager does hire any Sub-Adviser, it will thereafter continuously review, supervise and (where appropriate) administer the investment program of the Funds. Without limiting the generality of the foregoing, the Manager shall, or direct any Sub-Adviser to: (i) furnish the Funds with advice and interpretive guidance issued thereunder recommendations with respect to the investment of each Fund’s assets and the purchase and sale of portfolio securities for the Funds, including selecting brokers and effecting transactions or taking of such other steps as may be necessary to implement such advice and recommendations; (ii) furnish the Funds with reports, statements and other data on securities, economic conditions and other pertinent subjects which the Board may reasonably request; (iii) manage the investments of the Funds, subject to the ultimate supervision and direction of the Board; (iv) vote proxies solicited by portfolio companies; (v) provide persons satisfactory to the SEC staff Board to act as officers and any other applicable federal employees of the Trust and state lawthe Funds (such officers and employees, as well as the investment objectivescertain trustees, policies and restrictions may be trustees, directors, officers, partners, or employees of the Manager or its affiliates) but not including personnel to provide administrative services or distribution services to the Fund, ; and any other specific policies adopted by (vi) render to the Board such periodic and disclosed to the Adviser. The Adviser is authorized as the agent of the Trust to give instructions to the custodian of the Fund as to deliveries of securities and other investments and payments of cash for the account of the Fund. Subject to applicable provisions of the 1940 Act and direction from the Board, the investment program to be provided hereunder may entail the investment of all or substantially all of the assets of the Fund in one or more investment companies. The Adviser will place orders pursuant to its investment determinations for the Fund either directly with the issuer or with any broker or dealer, foreign currency dealer, futures commission merchant or others selected by it. In connection with the selection of such brokers or dealers and the placing of such orders, subject to applicable law, brokers or dealers may be selected who also provide brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) to the Fund and/or the other accounts over which the Adviser or its affiliates exercise investment discretion. The Adviser is authorized to pay a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for the Fund which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if the Adviser determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage and research services provided by such broker or dealer. This determination may be viewed in terms of either that particular transaction or the overall responsibilities which the Adviser and its affiliates have special reports with respect to accounts over which they exercise each Fund’s investment discretionactivities as the Board may reasonably request. The Board may adopt investment policies and procedures that modify all other actions of each Fund are and restrict shall at all times be subject to the Adviser’s authority regarding the execution control and direction of the Fund’s portfolio transactions provided herein. The Trust hereby authorizes any entity or person associated with the Adviser or any sub-adviser retained by the Adviser pursuant to Section 9 of this Agreement, which is a member of a national securities exchange, to effect any transaction on the exchange for the account of the Trust which is permitted by Section 11(a) of the Securities Exchange Act of 1934 and Rule 11a2-2(T) thereunder, and the Trust hereby consents to the retention of compensation for such transactions in accordance with Rule 11a2-2(T)(a)(2)(iv) provided the transaction complies with the Trust’s Rule 17e-1 policies and proceduresBoard.

Investment Advisory Services. Subject The Investment Adviser shall provide, ---------------------------- or arrange for its affiliates to provide, the Fund with such investment research, advice and supervision as the latter from time to time may consider necessary for the proper supervision of the Trust’s Board assets of Trustees (the “Board”)Fund, the Adviser shall regularly provide the Fund with investment research, advice, management and supervision and shall furnish a continuous continuously an investment program for the Fund’s portfolio of securities Fund and other investments. The Adviser shall determine from time to time what which securities and other investments and instruments will shall be purchased, retained, sold or exchanged by the Fund and what portion of the assets of the Fund’s portfolio will Fund shall be held in the various securities and other investments in which the Fund invests, options, futures, options on futures or cash, subject always to the restrictions of the Articles of Incorporation and shall implement those decisions (including the execution By-Laws of investment documentation and agreements)the Fund, all subject as amended from time to time, the provisions of the Trust’s Declaration of Trust and By-Laws (collectively, the “Governing Documents”), the 1940 Investment Company Act and the applicable rules statements relating to the Fund's investment objective, investment policies and regulations promulgated thereunder investment restrictions as the same are set forth in filings made by the Securities and Exchange Commission (Fund under the “SEC”) and interpretive guidance issued thereunder by Federal securities laws. The Investment Adviser shall make decisions for the SEC staff Fund as to the manner in which voting rights, rights to consent to corporate action and any other applicable federal rights pertaining to the Fund's portfolio securities shall be exercised. Should the Board of Trustees at any time, however, make any definite determination as to investment policy and state lawnotify the Investment Adviser thereof in writing, as well as the investment objectivesInvestment Adviser shall be bound by such determination for the period, policies and restrictions if any, specified in such notice or until similarly notified that such determination has been revoked. The Investment Adviser shall take, on behalf of the Fund, all actions which it deems necessary to implement the investment policies determined as provided above, and any other specific policies adopted in particular to place all orders for the purchase or sale of portfolio securities for the Fund's account with brokers or dealers selected by it, and to that end, the Board and disclosed to the Adviser. The Investment Adviser is authorized as the agent of the Trust Fund to give instructions to the custodian of the Fund as to deliveries of securities and other investments and payments of cash for the account of the Fund. Subject to applicable provisions of the 1940 Act and direction from the Board, the investment program to be provided hereunder may entail the investment of all or substantially all of the assets of the Fund in one or more investment companies. The Adviser will place orders pursuant to its investment determinations for the Fund either directly with the issuer or with any broker or dealer, foreign currency dealer, futures commission merchant or others selected by it. In connection with the selection of such brokers or dealers and the placing of such ordersorders with respect to assets of the Fund, subject the Investment Adviser is directed at all times to applicable lawseek to obtain execution and prices within the policy guidelines determined by the Board of Trustees and set forth in filings made by the Fund under the Federal securities laws. Subject to this requirement and the provisions of the Investment Company Act, brokers or dealers may be selected who also provide brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934, as amended (amended, and other applicable provisions of law, the “Exchange Act”)) to Investment Adviser may select brokers or dealers with which it or the Fund and/or the other accounts over which the Adviser or its affiliates exercise investment discretion. The Adviser is authorized to pay a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for the Fund which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if the Adviser determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage and research services provided by such broker or dealer. This determination may be viewed in terms of either that particular transaction or the overall responsibilities which the Adviser and its affiliates have with respect to accounts over which they exercise investment discretion. The Board may adopt policies and procedures that modify and restrict the Adviser’s authority regarding the execution of the Fund’s portfolio transactions provided herein. The Trust hereby authorizes any entity or person associated with the Adviser or any sub-adviser retained by the Adviser pursuant to Section 9 of this Agreement, which is a member of a national securities exchange, to effect any transaction on the exchange for the account of the Trust which is permitted by Section 11(a) of the Securities Exchange Act of 1934 and Rule 11a2-2(T) thereunder, and the Trust hereby consents to the retention of compensation for such transactions in accordance with Rule 11a2-2(T)(a)(2)(iv) provided the transaction complies with the Trust’s Rule 17e-1 policies and proceduresaffiliated.

Investment Advisory Services. Subject to the supervision of the Trust’s Board of Trustees (the “Board”), the Adviser shall regularly provide the each Fund with investment research, advice, management and supervision and shall furnish a continuous investment program for the each Fund’s portfolio of securities and other investments. The Adviser shall determine from time to time what securities and other investments and instruments will be purchased, retained, sold or exchanged by the each Fund and what portion of the assets of the each Fund’s portfolio will be held in the various securities and other investments in which the each Fund invests, and shall implement those decisions (including the execution of investment documentation and agreements), all subject to the provisions of the Trust’s Declaration of Trust and By-Laws (collectively, the “Governing Documents”), the 1940 Act and the applicable rules and regulations promulgated thereunder by the Securities and Exchange Commission (the “SEC”) and interpretive guidance issued thereunder by the SEC staff and any other applicable federal and state law, as well as the investment objectives, policies and restrictions of the each Fund, and any other specific policies adopted by the Board and disclosed to the Adviser. The Adviser is authorized as the agent of the Trust to give instructions to the custodian of the each Fund as to deliveries of securities and other investments and payments of cash for the account of the each Fund. Subject to applicable provisions of the 1940 Act and direction from the Board, the investment program to be provided hereunder may entail the investment of all or substantially all of the assets of the each Fund in one or more investment companies. The Adviser will place orders pursuant to its investment determinations for the each Fund either directly with the issuer or with any broker or dealer, foreign currency dealer, futures commission merchant or others selected by it. In connection with the selection of such brokers or dealers and the placing of such orders, subject to applicable law, brokers or dealers may be selected who also provide brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) to the each Fund and/or the other accounts over which the Adviser or its affiliates exercise investment discretion. The Adviser is authorized to pay a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for the each Fund which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if the Adviser determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage and research services provided by such broker or dealer. This determination may be viewed in terms of either that particular transaction or the overall responsibilities which the Adviser and its affiliates have with respect to accounts over which they exercise investment discretion. The Board may adopt policies and procedures that modify and restrict the Adviser’s authority regarding the execution of the each Fund’s portfolio transactions provided herein. The Trust hereby authorizes any entity or person associated with the Adviser or any sub-adviser retained by the Adviser pursuant to Section 9 of this Agreement, which is a member of a national securities exchange, to effect any transaction on the exchange for the account of the Trust which is permitted by Section 11(a) of the Securities Exchange Act of 1934 and Rule 11a2-2(T) thereunder, and the Trust hereby consents to the retention of compensation for such transactions in accordance with Rule 11a2-2(T)(a)(2)(iv) provided the transaction complies with the Trust’s Rule 17e-1 policies and procedures.

Investment Advisory Services. Subject to the supervision of the Trust’s Board of Trustees (the “Board”), the Adviser shall regularly provide the Fund with investment research, advice, management and supervision and shall furnish a continuous investment program for the Fund’s portfolio of securities and other investments. The Adviser shall determine from time to time what securities and other investments and instruments will be purchased, retained, sold or exchanged by the Fund and what portion of the assets of the Fund’s portfolio will be held in the various securities and other investments in which the Fund invests, and shall implement those decisions (including the execution of investment documentation and agreements), all subject to the provisions of the Trust’s Declaration of Trust and By-Laws (collectively, the “Governing Documents”), the 1940 Act and the applicable rules and regulations promulgated thereunder by the Securities and Exchange Commission (the “SEC”) and interpretive guidance issued thereunder by the SEC staff and any other applicable federal and state law, as well as the investment objectives, policies and restrictions of the Fund, and any other specific policies adopted by the Board and disclosed to the Adviser. The Adviser is authorized as the agent of the Trust to give instructions to the custodian of the Fund as to deliveries of securities and other investments and payments of cash for the account of the Fund. Subject to applicable provisions of the 1940 Act and direction from the Board, the investment program to be provided hereunder may entail the investment of all or substantially all of the assets of the Fund in one or more investment companies. The Adviser will place orders pursuant to its investment determinations for the Fund either directly with the issuer or with any broker or dealer, foreign currency dealer, futures commission merchant or others selected by it. In connection with the selection of such brokers or dealers and the placing of such orders, subject to applicable law, brokers or dealers may be selected who also provide brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) to the Fund and/or the other accounts over which the Adviser or its affiliates exercise investment discretion. The Adviser is authorized to pay a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for the Fund which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if the Adviser determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage and research services provided by such broker or dealer. This determination may be viewed in terms of either that particular transaction or the overall responsibilities which the Adviser and its affiliates have with respect to accounts over which they exercise investment discretion. The Board may adopt policies and procedures that modify and restrict the Adviser’s authority regarding the execution of the Fund’s portfolio transactions provided herein. The Trust hereby authorizes any entity or person associated with the Adviser or any sub-adviser retained by the Adviser pursuant to Section 9 of this Agreement, which is a member of a national securities exchange, to effect any transaction on the exchange for the account of the Trust which is permitted by Section 11(a) of the Securities Exchange Act of 1934 and Rule 11a2-2(T) thereunder, and the Trust hereby consents to the retention of compensation for such transactions in accordance with Rule 11a2-2(T)(a)(2)(iv) provided ), provided, that the transaction complies with the Trust’s Rule 17e-1 policies and procedures.

Investment Advisory Services. Subject Client hereby engages Adviser to the supervision provide nondiscretionary investment advisory and asset management services of the Trust’s Board of Trustees (kinds described in this Agreement, upon the “Board”)terms and conditions set forth in this Agreement. On and after the date hereof, the Adviser shall regularly provide the Fund will act as investment adviser with investment research, advice, management and supervision and shall furnish a continuous investment program for the Fund’s portfolio of securities and other investments. The Adviser shall determine respect to certain assets which Client from time to time what designates Adviser to manage that are held in (i) segments of its general account and its Guaranteed Separate Accounts (as hereinafter defined) (which accounts, together with all additions, substitutions and alterations thereto are hereinafter called the “General Account”) and that are evidenced by securities other than securities in the asset classes listed in Schedule II attached hereto, and (ii) separate accounts other investments than Guaranteed Separate Accounts (the “Separate Accounts”) (the General Account and instruments will be purchasedthe Separate Accounts being collectively referred to as the “Accounts”). Adviser and Client have agreed to a list attached hereto as Schedule I specifying the asset categories in the Accounts with respect to which Adviser may provide advisory services in accordance with the terms of this Agreement. For purposes of this agreement, retained“Guaranteed Separate Account” shall mean an account established and maintained by Client, sold or exchanged by the Fund and what portion of the assets of which are held to support guarantees of principal, interest, minimum benefits or other arrangements under certain insurance policies and contracts issued by Client. In deciding on the Fundmanner in which to recommend the assets be invested, Adviser will act in accordance with the directions of Client’s portfolio Investment Committee of the Board of Directors and any other investment policy statements or other similar guidelines which are furnished in writing by Client . Adviser will make recommendations with respect to the investment of the Accounts. Recommendations will be communicated to an appropriate investment officer of Client and Client will make investment decisions which will be communicated in writing or orally (in which case, they shall be promptly confirmed in writing) to Adviser. Where Client has instructed Adviser that it wishes to vote the proxies for any shares of stock or other voting securities held in the various securities and other investments in which Accounts, Adviser may make recommendations to Client on the Fund invests, and voting of such proxies. Adviser shall implement those decisions (including the execution of investment documentation and agreements), use its best efforts to ensure that recommendations made pursuant to this Agreement comply with all subject to the provisions of the Trust’s Declaration of Trust and By-Laws (collectively, the “Governing Documents”), the 1940 Act and the applicable rules and regulations promulgated thereunder by the Securities and Exchange Commission (the “SEC”) and interpretive guidance issued thereunder by the SEC staff and any other applicable federal and state law, as well as the investment objectives, policies and restrictions of the Fund, and any other specific policies adopted by the Board and disclosed to the Adviser. The Adviser is authorized as the agent of the Trust to give instructions to the custodian of the Fund as to deliveries of securities and other investments and payments of cash for the account of the Fund. Subject to applicable provisions of the 1940 Act and direction New York Insurance Law of which it has been advised by Client or of which it is otherwise aware; provided, however, that ultimate responsibility for compliance shall remain with Client. Nothing herein shall be deemed to preclude Client from arranging to receive investment advisory services from other investment advisers respecting any Client assets, including any assets in the Board, the investment program to be provided hereunder may entail the investment of all or substantially all of the assets of the Fund in one or more investment companies. The Adviser will place orders pursuant to its investment determinations for the Fund either directly with the issuer or with any broker or dealer, foreign currency dealer, futures commission merchant or others selected by it. In connection with the selection of such brokers or dealers and the placing of such orders, subject to applicable law, brokers or dealers may be selected who also provide brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) to the Fund and/or the other accounts over which the Adviser or its affiliates exercise investment discretion. The Adviser is authorized to pay a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for the Fund which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if the Adviser determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage and research services provided by such broker or dealer. This determination may be viewed in terms of either that particular transaction or the overall responsibilities which the Adviser and its affiliates have with respect to accounts over which they exercise investment discretion. The Board may adopt policies and procedures that modify and restrict the Adviser’s authority regarding the execution of the Fund’s portfolio transactions provided herein. The Trust hereby authorizes any entity or person associated with the Adviser or any sub-adviser retained by the Adviser pursuant to Section 9 of this Agreement, which is a member of a national securities exchange, to effect any transaction on the exchange for the account of the Trust which is permitted by Section 11(a) of the Securities Exchange Act of 1934 and Rule 11a2-2(T) thereunder, and the Trust hereby consents to the retention of compensation for such transactions in accordance with Rule 11a2-2(T)(a)(2)(iv) provided the transaction complies with the Trust’s Rule 17e-1 policies and proceduresAccounts.

Investment Advisory Services. Subject to the supervision of the Trust’s Board of Trustees (the “Board”), the Adviser The Manager shall regularly provide the Fund Trust with such investment research, advice, management advice and supervision and as the Trust may from time to time consider necessary for the proper management of the assets of each Fund, shall furnish a continuous finish continuously an investment program for the each Fund’s portfolio of securities and other investments. The Adviser , shall determine from time to time what which securities and or other investments and instruments will shall be purchased, retained, sold or exchanged by the Fund and what portion of the assets of the Fund’s portfolio will be held in for the various securities and Funds, including providing or obtaining such services as may be necessary in managing, acquiring or disposing of securities, cash or other investments in which investments: The Trust has furnished the Fund invests, and shall implement those decisions (including the execution of investment documentation and agreements), all subject to the provisions Manager with copies of the Trust’s 's registration statement and Declaration of Trust as currently in effect and By-Laws (collectivelyagrees during the continuance of this Agreement to furnish the Manager with copies of any amendments or supplements thereto before or at the time the amendments or supplements become effective. The Manager and any Service Providers will be entitled to rely on all documents furnished by the Trust. The Manager represents that in performing investment advisory services for each Fund, the “Governing Documents”)Manager shall make every effort to ensure that each Fund continuously qualifies as a regulated investment company under Subchapter M of the Code or any successor provisions. Except as instructed by the Board, the 1940 Act and Manager shall also make decisions for the applicable rules and regulations promulgated thereunder by Trust as to the Securities and Exchange Commission (the “SEC”) and interpretive guidance issued thereunder by the SEC staff and any other applicable federal and state lawmanner in which voting rights, as well as the investment objectives, policies and restrictions of the Fundrights to consent to corporate action, and any other specific policies adopted by rights pertaining to the Trust's securities shall be exercised. If the Board at any time makes any determination as to investment policy and disclosed notifies the Manager of such determination, the Manager shall be bound by such determination until notified to the Advisercontrary. The Adviser Manager shall take, on behalf of each Fund, all actions which it considers necessary to implement the investment strategies of such Fund, and in particular, to place all orders for the purchase or sale of securities or other investments for the account of each Fund with brokers and dealers selected by it, and to that end, the Manager is authorized as the agent of the Trust to give instructions to the Trust's custodian of the Fund as to deliveries of securities and or other investments and payments of cash for the account of the each Fund. Subject to applicable provisions of the 1940 Act and direction from the Board, the investment program to be provided hereunder may entail the investment of all or substantially all of the assets of the Fund in one or more investment companies. The Adviser will place orders pursuant to its investment determinations for the Fund either directly with the issuer or with any broker or dealer, foreign currency dealer, futures commission merchant or others selected by it. In connection with the selection of such brokers or dealers and the placing of such orderspurchase and sale orders with respect to investments of the Funds, subject the Manager is directed at all times to applicable lawseek to obtain best execution within the policy guidelines determined by the Board from time to time. Subject to this requirement and the provisions of the 1940 Act, brokers or dealers may be selected who also provide brokerage and research services (as those terms are defined in Section 28(e) of the Advisers Act, the Securities Exchange Act of 1934, as amended amended, and other applicable provisions of law, the Manager may select brokers or dealers that are affiliated with it or the Trust (or with a subadviser). To the “Exchange Act”)) to extent permitted by the Fund and/or policy guidelines, the other accounts over which the Adviser or its affiliates exercise investment discretion. The Adviser Manager is authorized to pay consider, in the selection of brokers and dealers to execute portfolio transactions, not only the available prices and rates of brokerage commissions, but also other relevant factors which may include, without limitation: (1) the execution capabilities of such brokers and dealers, (2) research, brokerage and other services provided by such brokers and dealers which the Manager believes will enhance its general portfolio management capabilities, (3) the size of the transaction, (4) the difficulty of execution, (5) the operational facilities of such brokers and dealers, (6) the risk to such a broker or dealer of positioning a block of securities, and (7) the brokerage service arrangements made available by the broker or dealer. In connection with the foregoing, the Manager is specifically authorized to pay those brokers and dealers who provides such provide brokerage and research services to it a higher commission for executing a portfolio transaction for the Fund which is in excess of the amount of commission another broker or dealer would have than that charged for effecting that transaction by other brokers and dealers if the Adviser Manager determines in good faith that such the amount of such commission is reasonable in relation to the value of the brokerage and research such services provided by such broker or dealer. This determination may be viewed in terms of either that the particular transaction or in terms of the Manager's overall responsibilities which the Adviser and its affiliates have with respect to the Trust, the Funds and to any other client accounts over or portfolios which they exercise investment discretionthe Manager advises. The Board may adopt policies and procedures that modify and restrict the Adviser’s authority regarding the execution of such transactions shall not be considered to represent an unlawful breach of any duty created by this Agreement or otherwise. When selecting brokers or dealers and placing purchase and sale orders for securities and other investments, when instructed to do so by the Trust in connection with brokerage service arrangements approved by the Board, the Manager agrees and is authorized to place orders with one or more brokers or dealers identified by the Trust (including brokers or dealers who are affiliated persons of the Trust, the Manager or a subadviser). The execution of such transactions shall not be considered to represent an unlawful breach of any duty created by this Agreement or otherwise. The Manager also is authorized to aggregate purchase and sale orders for securities held (or to be held) in a Fund with similar orders being made on the same day for other client accounts or Funds managed by Manager. When an order is so aggregated: (1) the actual prices applicable to the aggregated transaction will be averaged and the Fund and each other account or portfolio participating in the aggregated transaction shall be treated as having purchased or sold its portion of the securities at such average price, and (2) all transaction costs incurred in effecting the aggregated transaction shall be shared on a pro-rata basis among the accounts or portfolios (including the Funds) participating in the transaction The Trust recognizes that in some cases this procedure may adversely affect the size of the position obtainable for the Fund’s . When recommending or effecting a transaction in a particular security or investment for more than one client account or portfolio (including a Fund), the Manager may allocate such recommendations or transactions provided hereinamong all accounts and portfolios for whom the recommendation is made or transaction is effected on a basis that the Manager considers equitable. The Trust hereby authorizes any entity Similarly, the Manager may not recommend a specific security or person associated other investment for all client accounts or portfolios (including the Funds) with the Adviser same or any sub-adviser retained by similar investment objective(s) or strategies or may not recommend a specific security or other investment for such client accounts at the Adviser pursuant same time or price. As part of carrying out its obligations to Section 9 of this Agreement, which is a member of a national securities exchange, to effect any transaction on manage the exchange for the account investment and reinvestment of the Trust which is permitted by Section 11(a) assets of the Securities Exchange Act of 1934 and Rule 11a2-2(T) thereunder, and the Trust hereby consents to the retention of compensation for such transactions in accordance with Rule 11a2-2(T)(a)(2)(iv) provided the transaction complies each Fund consistent with the Trust’s Rule 17e-1 policies and procedures.requirements under the 1940 Act, the Manager shall:

Investment Advisory Services. Subject to the supervision of the Trust’s Board of Trustees (the “Board”), the Adviser The Manager shall regularly provide the Fund directly or through sub- advisers with such investment research, advice, management advice and supervision and as the Fund may from time to time consider necessary for the proper management of the assets of each Series, shall furnish a continuous continuously an investment program for the Fund’s portfolio of securities and other investments. The Adviser each Series, shall determine from time to time what which securities and or other investments and instruments will shall be purchased, retained, sold or exchanged by the Fund and what portion portions of the assets of the Fund’s portfolio will each Series shall be held in the various securities and or other investments in which the Fund investsor cash, and shall take such steps as are necessary to implement those decisions an overall investment plan for each Series, including providing or obtaining such services as may be necessary in managing, acquiring or disposing of securities, cash or other investments. The Fund has furnished or will furnish the Manager (including who is authorized to furnish any Service Provider) with copies of the execution Fund’s registration statement, Declaration of Trust, and Bylaws as currently in effect and agrees during the continuance of this Agreement to furnish the Manager with copies of any amendments or supplements thereto before or at the time the amendments or supplements become effective. The Manager and any Service Providers will be entitled to rely on all documents furnished by the Fund. The Manager represents that in performing investment documentation advisory services for each Series, the Manager shall make every effort to ensure that: (1) each Series shall comply with Section 817(h) of the Code and agreements)the regulations issued thereunder, all subject specifically Regulation Section 1.817-5, relating to the provisions diversification requirements for variable annuity, endowment, and life insurance contracts, and any amendments or other modifications to such Section or regulations; (2) each Series continuously qualifies as a regulated investment company under Subchapter M of the Trust’s Declaration of Trust Code or any successor provision; and By-Laws (collectively, 3) any and all applicable state insurance law restrictions on investments that operate to limit or restrict the “Governing Documents”), the 1940 Act and the applicable rules and regulations promulgated thereunder by the Securities and Exchange Commission (the “SEC”) and interpretive guidance issued thereunder by the SEC staff and any other applicable federal and state law, investments that a Series may otherwise make are complied with as well as any changes thereto. Except as instructed by the investment objectivesBoard, policies and restrictions of the FundManager shall also make decisions for the Fund as to the manner in which voting rights, rights to consent to corporate action, and any other specific policies adopted by the Board and disclosed rights pertaining to the Adviser. The Adviser is authorized as the agent of the Trust to give instructions to the custodian of the Fund as to deliveries of securities and other investments and payments of cash for the account of the Fund. Subject to applicable provisions of the 1940 Act and direction from the Board, the investment program to be provided hereunder may entail the investment of all or substantially all of the assets of the Fund in one or more investment companies. The Adviser will place orders pursuant to its investment determinations for the Fund either directly with the issuer or with any broker or dealer, foreign currency dealer, futures commission merchant or others selected by it. In connection with the selection of such brokers or dealers and the placing of such orders, subject to applicable law, brokers or dealers may be selected who also provide brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) to the Fund and/or the other accounts over which the Adviser or its affiliates exercise investment discretion. The Adviser is authorized to pay a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for the Fund which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if the Adviser determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage and research services provided by such broker or dealer. This determination may be viewed in terms of either that particular transaction or the overall responsibilities which the Adviser and its affiliates have with respect to accounts over which they exercise investment discretion. The Board may adopt policies and procedures that modify and restrict the Adviser’s authority regarding the execution of the Fund’s portfolio transactions provided hereinsecurities shall be exercised. The Trust hereby authorizes If the Board at any entity or person associated with time makes any determination as to investment policy and notifies the Adviser or any sub-adviser retained Manager of such determination, the Manager shall be bound by the Adviser pursuant to Section 9 of this Agreement, which is a member of a national securities exchange, to effect any transaction on the exchange such determination for the account of period, if any, specified in the Trust which is permitted by Section 11(a) of the Securities Exchange Act of 1934 and Rule 11a2-2(T) thereunder, and the Trust hereby consents to the retention of compensation for notice or until similarly notified that such transactions in accordance with Rule 11a2-2(T)(a)(2)(iv) provided the transaction complies with the Trust’s Rule 17e-1 policies and proceduresdetermination has been revoked.

Investment Advisory Services. Subject to the supervision of the Trust’s Board of Trustees (the “Board”), the Adviser shall regularly provide the Fund with investment research, advice, management and supervision and shall furnish a continuous investment program for the Fund’s portfolio of securities and other investments. The Adviser shall determine from time to time what securities and other investments and instruments will be purchased, retained, sold sold, lent, borrowed, pledged, exchanged or exchanged otherwise disposed of by the Fund, whether the Fund will create and redeem shares on an in-kind, cash or partial cash basis and what portion of the assets of the Fund’s portfolio will be held in the various securities and other investments in which the Fund invests, and shall implement those decisions (including the execution of investment documentation and agreements), directly or through a Sub-Adviser, all subject to the provisions of the Trust’s Declaration of Trust and By-Laws (collectively, the “Governing Documents”), the 1940 Act and the applicable rules and regulations promulgated thereunder by the Securities and Exchange Commission (the “SEC”) and interpretive guidance issued thereunder by the SEC staff and any other applicable federal and state law, as well as the investment objectives, policies and restrictions of the Fund, and any other specific policies adopted by the Board and disclosed to the Adviser. The Adviser is authorized as the agent of the Trust Trust, directly or through a Sub-Adviser, to give instructions to the custodian of the Fund as to deliveries of securities and other investments and payments of cash for the account of the Fund. All instructions given to the custodian by the Adviser, or the Sub-Adviser or other third party designee (as listed in Exhibit A hereto), shall be in writing. Subject to applicable provisions of the 1940 Act and direction from the Board, the investment program to be provided hereunder may entail the investment of all or substantially all of the assets of the Fund in one or more investment companies. The Adviser will also be responsible for approving each authorized participant representative (“APR”) selected to facilitate creations and redemptions for the Funds for Funds operating as non-transparent exchange traded funds pursuant to SEC exemptive relief contemplating the use of one or more APRs. The Adviser, directly or through a Sub-Adviser, will place orders pursuant to its investment determinations for the Fund either directly with the issuer or with any broker or dealer, foreign currency dealer, futures commission merchant or others selected by it. The Adviser, or its third party designee (as listed in Exhibit A hereto), shall instruct all brokers or dealers executing orders with respect to the Fund account assets to forward to the custodian and to the Adviser, or its third party designee (as listed in Exhibit A hereto), copies of all brokerage confirmations promptly after execution of the transaction. In connection with the selection of such brokers or dealers and the placing of such orders, subject to applicable law, brokers or dealers may be selected who also provide brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) to the Fund and/or the other accounts over which the Adviser or its affiliates exercise investment discretion. The Adviser is authorized to pay a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for the Fund which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if the Adviser determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage and research services provided by such broker or dealer. This determination may be viewed in terms of either that particular transaction or the overall responsibilities which the Adviser and its affiliates have with respect to accounts over which they exercise investment discretion. The Adviser and its designated Sub-Adviser may, but is not obligated to, aggregate sales and purchase orders of the Fund account assets with similar orders being made simultaneously for other accounts managed by the Adviser or Sub-Adviser if, in the Adviser’s or Sub-Adviser’s reasonable judgment, such aggregation shall result in an overall benefit to the Fund account. The Board may adopt policies and procedures that modify and restrict the Adviser’s authority regarding the execution of the Fund’s portfolio transactions provided herein. The Trust hereby authorizes any entity or person associated with the Adviser or any sub-adviser Sub- Adviser retained by the Adviser pursuant to Section 9 10 of this Agreement, which is a member of a national securities exchange, to effect any transaction on the exchange for the account of the Trust which is permitted by Section 11(a) of the Securities Exchange Act of 1934 and Rule 11a2-2(T) thereunder, and the Trust hereby consents to the retention of compensation for such transactions in accordance with Rule 11a2-2(T)(a)(2)(iv) provided the transaction complies with the Trust’s Rule 17e-1 policies and procedures.

Investment Advisory Services. Subject The Investment Adviser shall provide, or arrange for its affiliates to provide, the Fund with such investment research, advice and supervision as the latter from time to time may consider necessary for the proper supervision of the Trust’s Board assets of Trustees (the “Board”)Fund, the Adviser shall regularly provide the Fund with investment research, advice, management and supervision and shall furnish a continuous continuously an investment program for the Fund’s portfolio of securities Fund and other investments. The Adviser shall determine from time to time what which securities and other investments and instruments will shall be purchased, retained, sold or exchanged by the Fund and what portion of the assets of the Fund’s portfolio will Fund shall be held in the various securities and other investments in which the Fund invests, options, futures, options on futures or cash, subject always to the restrictions of the Articles of Incorporation and shall implement those decisions (including the execution By-Laws of investment documentation and agreements)the Fund, all subject as amended from time to time, the provisions of the Trust’s Declaration of Trust and By-Laws (collectively, the “Governing Documents”), the 1940 Investment Company Act and the applicable rules statements relating to the Fund’s investment objectives, investment policies and regulations promulgated thereunder investment restrictions as the same are set forth in filings made by the Securities and Exchange Commission (Fund under the “SEC”) and interpretive guidance issued thereunder by federal securities laws. The Investment Adviser shall make decisions for the SEC staff Fund as to the manner in which voting rights, rights to consent to corporate action and any other applicable federal rights pertaining to the Fund’s portfolio securities shall be exercised. Should the Board of Directors at any time, however, make any definite determination as to investment policy and state lawnotify the Investment Adviser thereof in writing, as well as the investment objectivesInvestment Adviser shall be bound by such determination for the period, policies and restrictions if any, specified in such notice or until similarly notified that such determination has been revoked. The Investment Adviser shall take, on behalf of the Fund, all actions which it deems necessary to implement the investment policies determined as provided above, and any other specific policies adopted in particular to place all orders for the purchase or sale of portfolio securities for the Fund’s account with brokers or dealers selected by it, and to that end, the Board and disclosed to the Adviser. The Investment Adviser is authorized as the agent of the Trust Fund to give instructions to the custodian of the Fund as to deliveries of securities and other investments and payments of cash for the account of the Fund. Subject to applicable provisions of the 1940 Act and direction from the Board, the investment program to be provided hereunder may entail the investment of all or substantially all of the assets of the Fund in one or more investment companies. The Adviser will place orders pursuant to its investment determinations for the Fund either directly with the issuer or with any broker or dealer, foreign currency dealer, futures commission merchant or others selected by it. In connection with the selection of such brokers or dealers and the placing of such ordersorders with respect to assets of the Fund, subject the Investment Adviser is directed at all times to applicable lawseek to obtain execution and prices within the policy guidelines determined by the Board of Directors and set forth in filings made by the Fund under the federal securities laws. Subject to this requirement and the provisions of the Investment Company Act, brokers or dealers may be selected who also provide brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934, as amended (amended, and other applicable provisions of law, the “Exchange Act”)) to Investment Adviser may select brokers or dealers with which it or the Fund and/or the other accounts over which the Adviser or its affiliates exercise investment discretion. The Adviser is authorized to pay a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for the Fund which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if the Adviser determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage and research services provided by such broker or dealer. This determination may be viewed in terms of either that particular transaction or the overall responsibilities which the Adviser and its affiliates have with respect to accounts over which they exercise investment discretion. The Board may adopt policies and procedures that modify and restrict the Adviser’s authority regarding the execution of the Fund’s portfolio transactions provided herein. The Trust hereby authorizes any entity or person associated with the Adviser or any sub-adviser retained by the Adviser pursuant to Section 9 of this Agreement, which is a member of a national securities exchange, to effect any transaction on the exchange for the account of the Trust which is permitted by Section 11(a) of the Securities Exchange Act of 1934 and Rule 11a2-2(T) thereunder, and the Trust hereby consents to the retention of compensation for such transactions in accordance with Rule 11a2-2(T)(a)(2)(iv) provided the transaction complies with the Trust’s Rule 17e-1 policies and proceduresaffiliated.

Investment Advisory Services. Subject The Manager shall provide (or arrange for ---------------------------- affiliates to provide) the Corporation with such investment research, advice and supervision as the latter may from time to time consider necessary for the proper supervision of the Trust’s Board assets of Trustees (the “Board”)each Fund, the Adviser shall regularly provide the Fund with investment research, advice, management and supervision and shall furnish a continuous continuously an investment program for the Fund’s portfolio of securities each Fund and other investments. The Adviser shall determine from time to time what which securities and other investments and instruments will shall be purchased, retained, sold or exchanged by the Fund and what portion of the assets of the Fund’s portfolio will each Fund shall be held in the various securities and other investments financial instruments in which such Fund invests or cash, subject always to the Fund investsrestrictions of the Articles of Incorporation and By-Laws of the Corporation, and shall implement those decisions (including the execution of investment documentation and agreements)as amended from time to time, all subject to the provisions of the Trust’s Declaration of Trust and By-Laws (collectively, the “Governing Documents”), the 1940 Investment Company Act and the statements relating to the applicable rules Fund's investment objectives, investment policies and regulations promulgated thereunder by investment restrictions as the Securities and Exchange Commission (same are set forth in the “SEC”) and interpretive guidance issued thereunder by Corporation's current Registration Statement. The Manager shall make decisions for the SEC staff Corporation as to the manner in which voting rights, rights to consent to corporate action and any other applicable federal rights pertaining to a Fund's portfolio securities shall be exercised. Should the Directors at any time, however, make any definite determination as to investment policy and state lawnotify the Manager thereof in writing, as well as the Manager shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such determination has been revoked. The Manager shall take, on behalf of each Fund, all actions which it deems necessary to implement the investment objectives, policies and restrictions of the Funddetermined as provided above, and any other specific policies adopted in particular to place all orders for the purchase or sale of portfolio securities for each Fund's account with brokers or dealers selected by it, and to that end, the Board and disclosed to the Adviser. The Adviser Manager is authorized as the agent of the Trust Corporation to give instructions to the custodian of the Fund Funds as to deliveries of securities and other investments and payments of cash for the account of the applicable Fund. Subject to applicable provisions of the 1940 Act and direction from the Board, the investment program to be provided hereunder may entail the investment of all or substantially all of the assets of the Fund in one or more investment companies. The Adviser will place orders pursuant to its investment determinations for the Fund either directly with the issuer or with any broker or dealer, foreign currency dealer, futures commission merchant or others selected by it. In connection with the selection of such brokers or dealers and the placing of such ordersorders with respect to assets of a Fund, subject the Manager is directed at all times to applicable lawseek to obtain execution and price within the policy guidelines determined by the Directors and set forth in the then current Registration Statement. Subject to this requirement and the provisions of the Investment Company Act, brokers or dealers may be selected who also provide brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934, as amended (amended, and other applicable provisions of law, the “Exchange Act”)) to the Fund and/or the other accounts over Manager may select brokers or dealers with which the Adviser or its affiliates exercise investment discretion. The Adviser is authorized to pay a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for the Fund which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if the Adviser determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage and research services provided by such broker or dealer. This determination may be viewed in terms of either that particular transaction it or the overall responsibilities which the Adviser and its affiliates have with respect to accounts over which they exercise investment discretion. The Board may adopt policies and procedures that modify and restrict the Adviser’s authority regarding the execution of the Fund’s portfolio transactions provided herein. The Trust hereby authorizes any entity or person associated with the Adviser or any sub-adviser retained by the Adviser pursuant to Section 9 of this Agreement, which Corporation is a member of a national securities exchange, to effect any transaction on the exchange for the account of the Trust which is permitted by Section 11(a) of the Securities Exchange Act of 1934 and Rule 11a2-2(T) thereunder, and the Trust hereby consents to the retention of compensation for such transactions in accordance with Rule 11a2-2(T)(a)(2)(iv) provided the transaction complies with the Trust’s Rule 17e-1 policies and proceduresaffiliated.

Investment Advisory Services. Subject The Manager shall act as investment manager to the supervision Funds and shall manage the investments of the Funds on behalf of the Funds in accordance with the investment objectives, programs and restrictions of the Funds as provided in the Trust’s Board of Trustees (the “Board”)'s governing documents, including, without limitation, the Adviser shall regularly provide the Fund with investment research, advice, management Trust's Agreement and supervision and shall furnish a continuous investment program for the Fund’s portfolio of securities and other investments. The Adviser shall determine from time to time what securities and other investments and instruments will be purchased, retained, sold or exchanged by the Fund and what portion of the assets of the Fund’s portfolio will be held in the various securities and other investments in which the Fund invests, and shall implement those decisions (including the execution of investment documentation and agreements), all subject to the provisions of the Trust’s Declaration of Trust and By-Laws (collectivelyLaws, or otherwise and such other limitations as the Trustees may impose from time to time in writing to the Manager. In this regard, the “Governing Documents”)Manager shall regularly make decisions as to what securities and other investments to purchase and sell on behalf of the Funds, and shall effect the purchase and sale of such investments. The Manager shall also have discretion to vote any proxy solicited by a Fund's portfolio company, again subject to the ultimate supervision of the Board. In performing these services, the 1940 Act Manager may hire one or more sub-advisers (the "Sub-Advisers") for each Fund to carry out the investment program of the Funds (subject to the approval of the Board and shareholders of the applicable rules and regulations promulgated thereunder Fund, except as otherwise permitted under the terms of any exemptive relief obtained by the Manager from the Securities and Exchange Commission ("SEC"), or by rule or regulation). To the “SEC”extent that the Manager does hire any Sub-Adviser, it will thereafter continuously review, supervise and (where appropriate) administer the investment program of the Funds. Without limiting the generality of the foregoing, the Manager shall, or direct any Sub-Adviser to: (i) furnish the Funds with advice and interpretive guidance issued thereunder recommendations with respect to the investment of each Fund's assets and the purchase and sale of portfolio securities for the Funds, including selecting brokers and effecting transactions or taking of such other steps as may be necessary to implement such advice and recommendations; (ii) furnish the Funds with reports, statements and other data on securities, economic conditions and other pertinent subjects which the Board may reasonably request; (iii) manage the investments of the Funds, subject to the ultimate supervision and direction of the Board; (iv) vote proxies solicited by portfolio companies; (v) provide persons satisfactory to the SEC staff Board to act as officers and any other applicable federal employees of the Trust and state lawthe Funds (such officers and employees, as well as certain trustees, may be trustees, directors, officers, partners, or employees of the Manager or its affiliates) but not including personnel to provide administrative services or distribution services to the Fund; and (vi) render to the Board such periodic and special reports with respect to each Fund's investment objectives, activities as the Board may reasonably request. The investment policies and restrictions all other actions of each Fund are and shall at all times be subject to the control and direction of the Fund, and any other specific policies adopted by the Board and disclosed to the Adviser. The Adviser is authorized as the agent of the Trust to give instructions to the custodian of the Fund as to deliveries of securities and other investments and payments of cash for the account of the Fund. Subject to applicable provisions of the 1940 Act and direction from the 's Board, the investment program to be provided hereunder may entail the investment of all or substantially all of the assets of the Fund in one or more investment companies. The Adviser will place orders pursuant to its investment determinations for the Fund either directly with the issuer or with any broker or dealer, foreign currency dealer, futures commission merchant or others selected by it. In connection with the selection of such brokers or dealers and the placing of such orders, subject to applicable law, brokers or dealers may be selected who also provide brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) to the Fund and/or the other accounts over which the Adviser or its affiliates exercise investment discretion. The Adviser is authorized to pay a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for the Fund which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if the Adviser determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage and research services provided by such broker or dealer. This determination may be viewed in terms of either that particular transaction or the overall responsibilities which the Adviser and its affiliates have with respect to accounts over which they exercise investment discretion. The Board may adopt policies and procedures that modify and restrict the Adviser’s authority regarding the execution of the Fund’s portfolio transactions provided herein. The Trust hereby authorizes any entity or person associated with the Adviser or any sub-adviser retained by the Adviser pursuant to Section 9 of this Agreement, which is a member of a national securities exchange, to effect any transaction on the exchange for the account of the Trust which is permitted by Section 11(a) of the Securities Exchange Act of 1934 and Rule 11a2-2(T) thereunder, and the Trust hereby consents to the retention of compensation for such transactions in accordance with Rule 11a2-2(T)(a)(2)(iv) provided the transaction complies with the Trust’s Rule 17e-1 policies and procedures.

Investment Advisory Services. Subject to the supervision of the Trust’s Board of Trustees (the “Board”), the Adviser The Manager shall regularly provide the Fund directly or through sub-advisers with such investment research, advice, management advice and supervision and as the Fund may from time to time consider necessary for the proper management of the assets of each Series, shall furnish a continuous continuously an investment program for the Fund’s portfolio of securities and other investments. The Adviser each Series, shall determine from time to time what which securities and or other investments and instruments will shall be purchased, retained, sold or exchanged by the Fund and what portion portions of the assets of the Fund’s portfolio will each Series shall be held in the various securities and or other investments in which the Fund investsor cash, and shall take such steps as are necessary to implement those decisions an overall investment plan for each Series, including providing or obtaining such services as may be necessary in managing, acquiring or disposing of securities, cash or other investments. The Fund has furnished or will furnish the Manager (including who is authorized to furnish any Service Provider) with copies of the execution Fund's registration statement, Declaration of Trust, and Bylaws as currently in effect and agrees during the continuance of this Agreement to furnish the Manager with copies of any amendments or supplements thereto before or at the time the amendments or supplements become effective. The Manager and any Service Providers will be entitled to rely on all documents furnished by the Fund. The Manager represents that in performing investment documentation advisory services for each Series, the Manager shall make every effort to ensure that: (1) each Series shall comply with Section 817(h) of the Code and agreements)the regulations issued thereunder, all subject specifically Regulation Section 1.817-5, relating to the provisions diversification requirements for variable annuity, endowment, and life insurance contracts, and any amendments or other modifications to such Section or regulations; (2) each Series continuously qualifies as a regulated investment company under Subchapter M of the Trust’s Declaration of Trust Code or any successor provision; and By-Laws (collectively, 3) any and all applicable state insurance law restrictions on investments that operate to limit or restrict the “Governing Documents”), the 1940 Act and the applicable rules and regulations promulgated thereunder by the Securities and Exchange Commission (the “SEC”) and interpretive guidance issued thereunder by the SEC staff and any other applicable federal and state law, investments that a Series may otherwise make are complied with as well as any changes thereto. Except as instructed by the investment objectivesBoard, policies and restrictions of the FundManager shall also make decisions for the Fund as to the manner in which voting rights, rights to consent to corporate action, and any other specific rights pertaining to the Fund's securities shall be exercised. If the Board at any time makes any determination as to investment policy and notifies the Manager of such determination, the Manager shall be bound by such determination for the period, if any, specified in the notice or until similarly notified that such determination has been revoked. The Manager shall take, on behalf of each Series, all actions which it deems necessary to implement the investment policies adopted of such Series, and in particular, to place all orders for the purchase or sale of portfolio investments for the account of each Series with brokers, dealers, futures commission merchants or banks selected by the Board and disclosed to the AdviserManager. The Adviser Manager also is authorized as the agent of the Trust Fund to give instructions to the any Service Provider serving as custodian of the Fund as to deliveries of securities and other investments and payments of cash for the account of the Fund. Subject to applicable provisions of the 1940 Act and direction from the Board, the investment program to be provided hereunder may entail the investment of all or substantially all of the assets of the Fund in one or more investment companies. The Adviser will place orders pursuant to its investment determinations for the Fund either directly with the issuer or with any broker or dealer, foreign currency dealer, futures commission merchant or others selected by iteach Series. In connection with the selection of such selecting brokers or dealers and placing purchase and sale orders with respect to assets of the placing Series, the Manager is directed at all times to seek to obtain best execution and price within the policy guidelines determined by the Board and set forth in the current registration statement. Subject to this requirement and the provisions of such ordersthe Act, subject to applicable lawthe Advisers Act, brokers or dealers may be selected who also provide brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934, as amended (the “Exchange "1934 Act”")) , and other applicable provisions of law, the Manager may select brokers or dealers that are affiliated with the Manager or the Fund. In addition to seeking the best price and execution, the Manager may also take into consideration research and statistical information, wire, quotation and other services provided by brokers and dealers to the Fund and/or the other accounts over which the Adviser or its affiliates exercise investment discretionManager. The Adviser Manager is also authorized to pay a broker or dealer who provides such brokerage and research services a effect individual securities transactions at commission for executing a portfolio transaction for the Fund which is rates in excess of the amount of minimum commission another broker or dealer would have charged for effecting that transaction rates available, if the Adviser Manager determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage brokerage, research and research other services provided by such broker or dealer. This determination may be , viewed in terms of either that particular transaction or the Manager's overall responsibilities which the Adviser and its affiliates have with respect to accounts over which they exercise investment discretioneach Series. The policies with respect to brokerage allocation, determined from time to time by the Board may adopt policies and procedures that modify and restrict are those disclosed in the Adviser’s authority regarding the currently effective registration statement. The execution of the Fund’s portfolio such transactions provided hereinshall not be deemed to represent an unlawful act or breach of any duty created by this Agreement or otherwise. The Trust hereby authorizes any entity or person associated Manager will periodically evaluate the statistical data, research and other investment services provided to it by brokers and dealers. Such services may be used by the Manager in connection with the Adviser performance of its obligations under this Agreement or any sub-adviser retained by in connection with other advisory or investment operations including using such information in managing its own accounts. As part of carrying out its obligations to manage the Adviser pursuant to Section 9 of this Agreement, which is a member of a national securities exchange, to effect any transaction on the exchange for the account investment and reinvestment of the Trust which is permitted by Section 11(a) assets of the Securities Exchange Act of 1934 and Rule 11a2-2(T) thereunder, and the Trust hereby consents to the retention of compensation for such transactions in accordance with Rule 11a2-2(T)(a)(2)(iv) provided the transaction complies each Series consistent with the Trust’s Rule 17e-1 policies and procedures.requirements under the 1940 Act, the Manager shall:

Investment Advisory Services. Subject The Investment Adviser shall provide, or ---------------------------- arrange for its affiliates to provide, the Fund with such investment research, advice and supervision as the latter from time to time may consider necessary for the proper supervision of the Trust’s Board assets of Trustees (the “Board”)Fund, the Adviser shall regularly provide the Fund with investment research, advice, management and supervision and shall furnish a continuous continuously an investment program for the Fund’s portfolio of securities Fund and other investments. The Adviser shall determine from time to time what which securities and other investments and instruments will shall be purchased, retained, sold or exchanged by the Fund and what portion of the assets of the Fund’s portfolio will Fund shall be held in the various securities and other investments in which the Fund invests, options, futures, options on futures or cash, subject always to the restrictions of the Declaration of Trust and shall implement those decisions (including the execution By-Laws of investment documentation and agreements)the Fund, all subject as amended from time to time, the provisions of the Trust’s Declaration of Trust and By-Laws (collectively, the “Governing Documents”), the 1940 Investment Company Act and the applicable rules statements relating to the Fund's investment objective, investment policies and regulations promulgated thereunder investment restrictions as the same are set forth in filings made by the Securities and Exchange Commission (Fund under the “SEC”) and interpretive guidance issued thereunder by Federal securities laws. The Investment Adviser shall make decisions for the SEC staff Fund as to the manner in which voting rights, rights to consent to corporate action and any other applicable federal rights pertaining to the Fund's portfolio securities shall be exercised. Should the Board of Trustees at any time, however, make any definite determination as to investment policy and state lawnotify the Investment Adviser thereof in writing, as well as the investment objectivesInvestment Adviser shall be bound by such determination for the period, policies and restrictions if any, specified in such notice or until similarly notified that such determination has been revoked. The Investment Adviser shall take, on behalf of the Fund, all actions which it deems necessary to implement the investment policies determined as provided above, and any other specific policies adopted in particular to place all orders for the purchase or sale of portfolio securities for the Fund's account with brokers or dealers selected by it, and to that end, the Board and disclosed to the Adviser. The Investment Adviser is authorized as the agent of the Trust Fund to give instructions to the custodian of the Fund as to deliveries of securities and other investments and payments of cash for the account of the Fund. Subject to applicable provisions of the 1940 Act and direction from the Board, the investment program to be provided hereunder may entail the investment of all or substantially all of the assets of the Fund in one or more investment companies. The Adviser will place orders pursuant to its investment determinations for the Fund either directly with the issuer or with any broker or dealer, foreign currency dealer, futures commission merchant or others selected by it. In connection with the selection of such brokers or dealers and the placing of such ordersorders with respect to assets of the Fund, subject the Investment Adviser is directed at all times to applicable lawseek to obtain execution and prices within the policy guidelines determined by the Board of Trustees and set forth in filings made by the Fund under the Federal securities laws. Subject to this requirement and the provisions of the Investment Company Act, brokers or dealers may be selected who also provide brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934, as amended (amended, and other applicable provisions of law, the “Exchange Act”)) to Investment Adviser may select brokers or dealers with which it or the Fund and/or the other accounts over which the Adviser or its affiliates exercise investment discretion. The Adviser is authorized to pay a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for the Fund which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if the Adviser determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage and research services provided by such broker or dealer. This determination may be viewed in terms of either that particular transaction or the overall responsibilities which the Adviser and its affiliates have with respect to accounts over which they exercise investment discretion. The Board may adopt policies and procedures that modify and restrict the Adviser’s authority regarding the execution of the Fund’s portfolio transactions provided herein. The Trust hereby authorizes any entity or person associated with the Adviser or any sub-adviser retained by the Adviser pursuant to Section 9 of this Agreement, which is a member of a national securities exchange, to effect any transaction on the exchange for the account of the Trust which is permitted by Section 11(a) of the Securities Exchange Act of 1934 and Rule 11a2-2(T) thereunder, and the Trust hereby consents to the retention of compensation for such transactions in accordance with Rule 11a2-2(T)(a)(2)(iv) provided the transaction complies with the Trust’s Rule 17e-1 policies and proceduresaffiliated.

Investment Advisory Services. Subject to the supervision of the Trust’s Board of Trustees (the “Board”), the Adviser shall regularly provide the Fund with investment research, advice, management and supervision and shall furnish a continuous investment program for the Fund’s portfolio of securities and other investments. The Adviser shall determine from time to time what securities and other investments and instruments will be purchased, retained, sold sold, lent, borrowed, pledged, exchanged or exchanged otherwise disposed of by the Fund, whether the Fund will create and redeem shares on an in-kind, cash or partial cash basis and what portion of the assets of the Fund’s portfolio will be held in the various securities and other investments in which the Fund invests, and shall implement those decisions (including the execution of investment documentation and agreements), directly or through a Sub-Adviser, all subject to the provisions of the Trust’s Declaration of Trust and By-Laws (collectively, the “Governing Documents”), the 1940 Act and the applicable rules and regulations promulgated thereunder by the Securities and Exchange Commission (the “SEC”) and interpretive guidance issued thereunder by the SEC staff and any other applicable federal and state law, as well as the investment objectives, policies and restrictions of the Fund, and any other specific policies adopted by the Board and disclosed to the Adviser. The Adviser is authorized as the agent of the Trust Trust, directly or through a Sub-Adviser, to give instructions to the custodian of the Fund as to deliveries of securities and other investments and payments of cash for the account of the Fund. All instructions given to the custodian by the Adviser, or the Sub-Adviser or other third party designee (as listed in Exhibit A hereto), shall be in writing. Subject to applicable provisions of the 1940 Act and direction from the Board, the investment program to be provided hereunder may entail the investment of all or substantially all of the assets of the Fund in one or more investment companies. The Adviser will also be responsible for approving each authorized participant representative (“APR”) selected to facilitate creations and redemptions for the Funds for Funds operating as non-transparent exchange traded funds pursuant to SEC exemptive relief contemplating the use of one or more APRs. The Adviser, directly or through a Sub-Adviser, will place orders pursuant to its investment determinations for the Fund either directly with the issuer or with any broker or dealer, foreign currency dealer, futures commission merchant or others selected by it. The Adviser, or its third party designee (as listed in Exhibit A hereto), shall instruct all brokers or dealers executing orders with respect to the Fund account assets to forward to the custodian and to the Adviser, or its third party designee (as listed in Exhibit A hereto), copies of all brokerage confirmations promptly after execution of the transaction. In connection with the selection of such brokers or dealers and the placing of such orders, subject to applicable law, brokers or dealers may be selected who also provide brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) to the Fund and/or the other accounts over which the Adviser or its affiliates exercise investment discretion. The Adviser is authorized to pay a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for the Fund which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if the Adviser determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage and research services provided by such broker or dealer. This determination may be viewed in terms of either that particular transaction or the overall responsibilities which the Adviser and its affiliates have with respect to accounts over which they exercise investment discretion. The Adviser and its designated Sub-Adviser may, but is not obligated to, aggregate sales and purchase orders of the Fund account assets with similar orders being made simultaneously for other accounts managed by the Adviser or Sub-Adviser if, in the Adviser’s or Sub-Adviser’s reasonable judgment, such aggregation shall result in an overall benefit to the Fund account. The Board may adopt policies and procedures that modify and restrict the Adviser’s authority regarding the execution of the Fund’s portfolio transactions provided herein. The Trust hereby authorizes any entity or person associated with the Adviser or any subSub-adviser Adviser retained by the Adviser pursuant to Section 9 10 of this Agreement, which is a member of a national securities exchange, to effect any transaction on the exchange for the account of the Trust which is permitted by Section 11(a) of the Securities Exchange Act of 1934 and Rule 11a2-2(T) thereunder, and the Trust hereby consents to the retention of compensation for such transactions in accordance with Rule 11a2-2(T)(a)(2)(iv) provided the transaction complies with the Trust’s Rule 17e-1 policies and procedures.

Investment Advisory Services. Subject The Investment Adviser shall provide (or --- ---------------------------- arrange for affiliates to provide) the Fund with such investment research, advice and supervision as the latter may from time to time consider necessary for the proper supervision of the Trust’s Board assets of Trustees (the “Board”)Fund, the Adviser shall regularly provide the Fund with investment research, advice, management and supervision and shall furnish a continuous continuously an investment program for the Fund’s portfolio of securities Fund and other investments. The Adviser shall determine from time to time what which securities and other investments and instruments will shall be purchased, retained, sold or exchanged by the Fund and what portion of the assets of the Fund’s portfolio will Fund shall be held in the various securities and other investments in which the Fund invests, and shall implement those decisions (including the execution of investment documentation and agreements)options, all futures, options on futures or cash, subject always to the provisions restrictions of the Trust’s Declaration of Trust and By-Laws (collectively, the “Governing Documents”), the 1940 Act and the applicable rules and regulations promulgated thereunder by the Securities and Exchange Commission (the “SEC”) and interpretive guidance issued thereunder by the SEC staff and any other applicable federal and state law, as well as the investment objectives, policies and restrictions of the Fund, as amended from time to time, the provisions of the Investment Company Act and the statements relating to the Fund's investment objectives, investment policies and investment restrictions as the same are set forth in filings made by the Fund under the Federal securities laws. The Investment Adviser shall make decisions for the Fund as to foreign currency matters and make determinations as to foreign exchange contracts, foreign currency options, foreign currency futures and related options on foreign currency futures. The Investment Adviser shall make decisions for the Fund as to the manner in which voting rights, rights to consent to corporate action and any other specific policies adopted by the Board and disclosed rights pertaining to the AdviserFund's portfolio securities shall be exercised. Should the Trustees at any time, however, make any definite determination as to investment policy and notify the Investment Adviser thereof in writing, the Investment Adviser shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such determination has been revoked. The Investment Adviser shall take, on behalf of the Fund, all actions which it deems necessary to implement the investment policies determined as provided above, and in particular to place all orders for the purchase or sale of portfolio securities for the Fund's account with brokers or dealers selected by it, and to that end, the Investment Adviser is authorized as the agent of the Trust Fund to give instructions to the custodian Custodian of the Fund as to deliveries of securities and other investments and payments of cash for the account of the Fund. Subject to applicable provisions of the 1940 Act and direction from the Board, the investment program to be provided hereunder may entail the investment of all or substantially all of the assets of the Fund in one or more investment companies. The Adviser will place orders pursuant to its investment determinations for the Fund either directly with the issuer or with any broker or dealer, foreign currency dealer, futures commission merchant or others selected by it. In connection with the selection of such brokers or dealers and the placing of such ordersorders with respect to assets of the Fund, subject the Investment Adviser is directed at all times to applicable lawseek to obtain execution and prices within the policy guidelines determined by the Board of Trustees and set forth in filings made by the Fund under the Federal securities laws. Subject to this requirement and the provisions of the Investment Company Act, brokers or dealers may be selected who also provide brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934, as amended (amended, and other applicable provisions of law, the “Exchange Act”)) to Investment Adviser may select brokers or dealers with which it or the Fund and/or the other accounts over which the Adviser or its affiliates exercise investment discretion. The Adviser is authorized to pay a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for the Fund which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if the Adviser determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage and research services provided by such broker or dealer. This determination may be viewed in terms of either that particular transaction or the overall responsibilities which the Adviser and its affiliates have with respect to accounts over which they exercise investment discretion. The Board may adopt policies and procedures that modify and restrict the Adviser’s authority regarding the execution of the Fund’s portfolio transactions provided herein. The Trust hereby authorizes any entity or person associated with the Adviser or any sub-adviser retained by the Adviser pursuant to Section 9 of this Agreement, which is a member of a national securities exchange, to effect any transaction on the exchange for the account of the Trust which is permitted by Section 11(a) of the Securities Exchange Act of 1934 and Rule 11a2-2(T) thereunder, and the Trust hereby consents to the retention of compensation for such transactions in accordance with Rule 11a2-2(T)(a)(2)(iv) provided the transaction complies with the Trust’s Rule 17e-1 policies and proceduresaffiliated.

Investment Advisory Services. Subject to the supervision of the Trust’s Board of Trustees (the “Board”), the Adviser shall regularly provide the Fund Funds with investment research, advice, management and supervision and shall furnish a continuous investment program for the Fund’s portfolio of securities and other investments. The Adviser shall determine from time to time what securities and other investments and instruments will be purchased, retained, sold or exchanged by the each Fund and what portion of the assets of the each Fund’s portfolio will be held in the various securities and other investments in which the Fund invests, and shall implement those decisions (including the execution of investment documentation and agreements), all subject to the provisions of the Trust’s Declaration of Trust and By-Laws (collectively, the “Governing Documents”), the 1940 Act and the applicable rules and regulations promulgated thereunder by the Securities and Exchange Commission (the “SEC”) and interpretive guidance issued thereunder by the SEC staff and any other applicable federal and state law, as well as the investment objectives, policies and restrictions of the FundFunds, and any other specific policies adopted by the Board and disclosed to the Adviser. The Adviser is authorized as the agent of the Trust to give instructions to the custodian of the each Fund as to deliveries of securities and other investments and payments of cash for the account of the Fund. Subject to applicable provisions of the 1940 Act and direction from the Board, the investment program to be provided hereunder may entail the investment of all or substantially all of the assets of the each Fund in one or more investment companies. The Adviser will place orders pursuant to its investment determinations for the each Fund either directly with the issuer or with any broker or dealer, foreign currency dealer, futures commission merchant or others selected by it. In connection with the selection of such brokers or dealers and the placing of such orders, subject to applicable law, brokers or dealers may be selected who also provide brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) to the each Fund and/or the other accounts over which the Adviser or its affiliates exercise investment discretion. The Adviser is authorized to pay a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for the Fund Funds which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if the Adviser determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage and research services provided by such broker or dealer. This determination may be viewed in terms of either that particular transaction or the overall responsibilities which the Adviser and its affiliates have with respect to accounts over which they exercise investment discretion. The Board may adopt policies and procedures that modify and restrict the Adviser’s authority regarding the execution of the each Fund’s portfolio transactions provided herein. The Trust hereby authorizes any entity or person associated with the Adviser or any sub-adviser retained by the Adviser pursuant to Section 9 of this Agreement, which is a member of a national securities exchange, to effect any transaction on the exchange for the account of the Trust which is permitted by Section 11(a) of the Securities Exchange Act of 1934 and Rule 11a2-2(T) thereunder, and the Trust hereby consents to the retention of compensation for such transactions in accordance with Rule 11a2-2(T)(a)(2)(iv) provided the transaction complies with the Trust’s Rule 17e-1 policies and procedures.

Investment Advisory Services. (a) Subject to the supervision of the Trust’s Board of Trustees (and the “Board”)Advisor, Subadviser shall as requested by the Adviser shall Advisor regularly provide the Fund Trust with investment research, advice, management and supervision and shall furnish a continuous investment program for the Fund’s portfolio Trust with respect to those assets of securities the Trust as may be designated by the Advisor from time to time consistent with the Trust's investment objectives, policies, and other investmentsrestrictions as stated in the Trust's current Prospectus and Statement of Additional Information . The Adviser Subadviser shall as requested by the Advisor determine from time to time what securities and or other investments and instruments property will be purchased, retained, retained or sold or exchanged by the Fund and what portion of the assets of the Fund’s portfolio will be held in the various securities and other investments in which the Fund investsTrust, and shall implement those decisions (including the execution of investment documentation and agreements)decisions, all subject to the provisions of the Trust’s 's Declaration of Trust and By-Laws (collectively, the “Governing Documents”)Laws, the 1940 Act and Act, the applicable rules and regulations promulgated thereunder by of the Securities and Exchange Commission (the “SEC”) Commission, and interpretive guidance issued thereunder by the SEC staff and any other applicable federal and state law, as well as the investment objectives, policies policies, and restrictions of the FundTrust, and any other specific policies adopted as each of the foregoing may be amended from time to time. Subadviser will as requested by the Board and disclosed to the Adviser. The Adviser is authorized as the agent of the Trust to give instructions to the custodian of the Fund as to deliveries of securities and other investments and payments of cash for the account of the Fund. Subject to applicable provisions of the 1940 Act and direction from the Board, the investment program to be provided hereunder may entail the investment of all or substantially all of the assets of the Fund in one or more investment companies. The Adviser will Advisor place orders pursuant to its investment determinations for the Fund Trust either directly with the issuer or with any broker broker, dealer or dealer, foreign currency dealer, futures commission merchant or others selected by it. (collectively, a "broker") .. In connection with the selection of such brokers or dealers and the placing of such ordersorders for the purchase and sale of portfolio investments for the Trust, subject Subadviser shall seek to applicable lawobtain for the Trust the most favorable price and execution available, brokers or dealers except to the extent it may be selected who also provide permitted to pay higher brokerage commissions for brokerage and research services (as those terms are defined described below. In using its best efforts to obtain for the Trust the most favorable price and execution available, Subadviser, beari ng in Section 28(e) mind the Trust's best interests at all times, shall consider all factors it deems relevant, including, by way of illustration, price, the size of the Securities Exchange Act transaction, the nature of 1934the market for the security, the amount of the commission, the timing of the transaction taking into consideration market prices and trends, the reputation, experience and financial stability of the broker involved and the quality of service rendered by the broker in other transactions. Subject to such policies as amended (the “Exchange Act”)) Trustees may determine and communicate to Subadviser in writing, Subadviser shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its having caused the Fund and/or the other accounts over which the Adviser or its affiliates exercise investment discretion. The Adviser is authorized Trust to pay a broker or dealer who that provides such brokerage and research services a to Subadviser or any affiliated person of Subadviser an amount of commission for executing effecting a portfolio investment transaction for the Fund which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction transaction, if the Adviser Subadviser determines in good faith that such amount of commission is was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer. This determination may be broker, viewed in terms of either that particular transaction or the Subadviser's overall responsibilities which the Adviser and its affiliates have with respect to accounts over the Trust and to other clients of Subadviser and any affiliated person of Subadviser as to which they exercise Subadviser or any affiliated person of Subadviser exercises investment discretion. The Board Subadviser shall also perform such other functions of management and supervision as may adopt policies and procedures that modify and restrict the Adviser’s authority regarding the execution of the Fund’s portfolio transactions provided herein. The Trust hereby authorizes any entity or person associated with the Adviser or any sub-adviser retained be requested by the Adviser pursuant Advisor and agreed to Section 9 of this Agreement, which is a member of a national securities exchange, to effect any transaction on the exchange for the account of the Trust which is permitted by Section 11(a) of the Securities Exchange Act of 1934 and Rule 11a2-2(T) thereunder, and the Trust hereby consents to the retention of compensation for such transactions in accordance with Rule 11a2-2(T)(a)(2)(iv) provided the transaction complies with the Trust’s Rule 17e-1 policies and proceduresSubadviser.

Investment Advisory Services. Subject The Manager shall provide (or arrange for affiliates to provide) the Fund with such investment research, advice and supervision as the latter may from time to time consider necessary for the proper supervision of the Trust’s Board assets of Trustees (the “Board”)Fund, the Adviser shall regularly provide the Fund with investment research, advice, management and supervision and shall furnish a continuous continuously an investment program for the Fund’s portfolio of securities Fund and other investments. The Adviser shall determine from time to time what which securities and other investments and instruments will shall be purchased, retained, sold or exchanged by the Fund and what portion of the assets of the Fund’s portfolio will Fund shall be held in the various securities and other investments in which the Fund invests, and shall implement those decisions (including the execution of investment documentation and agreements)options, all futures, options on futures or cash, subject always to the provisions of restrictions set forth in the Trust’s Declaration of Trust and By-Laws (collectivelyof the Trust, as amended from time to time, the “Governing Documents”), provisions of the 1940 Investment Company Act and the applicable rules statements relating to the Fund's investment objective, investment policies and regulations promulgated thereunder by investment restrictions as the Securities same are set forth in the Prospectus and Exchange Commission (Statement of Additional Information. The Manager shall also make decisions for the “SEC”) and interpretive guidance issued thereunder by Trust as to the SEC staff manner in which voting rights, rights to consent to corporate action and any other applicable federal rights pertaining to the Fund's portfolio securities shall be exercised. Should the Trustees at any time, however, make any definite determination as to investment policy and state lawnotify the Manager thereof in writing, as well as the investment objectivesManager shall be bound by such determination for the period, policies and restrictions if any, specified in such notice or until similarly notified that such determination has been revoked. The Manager shall take, on behalf of the Fund, all actions that it deems necessary to implement the investment policies determined as provided above, and any other specific policies adopted in particular to place all orders for the purchase or sale of portfolio securities for the Fund's account with brokers or dealers selected by it, and to that end, the Board and disclosed to the Adviser. The Adviser Manager is authorized as the agent of the Trust to give instructions to the custodian of the Fund as to deliveries of securities and other investments and payments of cash for the account of the Fund. Subject to applicable provisions of the 1940 Act and direction from the Board, the investment program to be provided hereunder may entail the investment of all or substantially all of the assets of the Fund in one or more investment companies. The Adviser will place orders pursuant to its investment determinations for the Fund either directly with the issuer or with any broker or dealer, foreign currency dealer, futures commission merchant or others selected by it. In connection with the selection of such brokers or dealers and the placing of such ordersorders with respect to assets of the Trust, subject the Manager is directed at all times to applicable lawseek to obtain execution and price within the policy guidelines determined by the Trustees as set forth in the Prospectus and Statement of Additional Information. Subject to this requirement and the provisions of the Investment Company Act, brokers or dealers may be selected who also provide brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934, as amended (amended, and other applicable provisions of law, the “Exchange Act”)) to the Fund and/or the other accounts over Manager may select brokers or dealers with which the Adviser or its affiliates exercise investment discretion. The Adviser is authorized to pay a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for the Fund which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if the Adviser determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage and research services provided by such broker or dealer. This determination may be viewed in terms of either that particular transaction it or the overall responsibilities which the Adviser and its affiliates have with respect to accounts over which they exercise investment discretion. The Board may adopt policies and procedures that modify and restrict the Adviser’s authority regarding the execution of the Fund’s portfolio transactions provided herein. The Trust hereby authorizes any entity or person associated with the Adviser or any sub-adviser retained by the Adviser pursuant to Section 9 of this Agreement, which is a member of a national securities exchange, to effect any transaction on the exchange for the account of the Trust which is permitted by Section 11(a) of the Securities Exchange Act of 1934 and Rule 11a2-2(T) thereunder, and the Trust hereby consents to the retention of compensation for such transactions in accordance with Rule 11a2-2(T)(a)(2)(iv) provided the transaction complies with the Trust’s Rule 17e-1 policies and proceduresaffiliated.

Investment Advisory Services. Subject The Investment Adviser shall ---------------------------- provide, or arrange for its affiliates to provide, the Fund with such investment research, advice and supervision as the latter from time to time may consider necessary for the proper supervision of the Trust’s Board assets of Trustees (the “Board”)Fund, the Adviser shall regularly provide the Fund with investment research, advice, management and supervision and shall furnish a continuous continuously an investment program for the Fund’s portfolio of securities Fund and other investments. The Adviser shall determine from time to time what which securities and other investments and instruments will shall be purchased, retained, sold or exchanged by the Fund and what portion of the assets of the Fund’s portfolio will Fund shall be held in the various securities and other investments in which the Fund invests, options, futures, options on futures or cash, subject always to the restrictions of the Articles of Incorporation and shall implement those decisions (including the execution By-Laws of investment documentation and agreements)the Fund, all subject as amended from time to time, the provisions of the Trust’s Declaration of Trust and By-Laws (collectively, the “Governing Documents”), the 1940 Investment Company Act and the applicable rules statements relating to the Fund's investment objective, investment policies and regulations promulgated thereunder investment restrictions as the same are set forth in filings made by the Securities and Exchange Commission (Fund under the “SEC”) and interpretive guidance issued thereunder by Federal securities laws. The Investment Adviser shall make decisions for the SEC staff Fund as to the manner in which voting rights, rights to consent to corporate action and any other applicable federal rights pertaining to the Fund's portfolio securities shall be exercised. Should the Board of Directors at any time, however, make any definite determination as to investment policy and state lawnotify the Investment Adviser thereof in writing, as well as the investment objectivesInvestment Adviser shall be bound by such determination for the period, policies and restrictions if any, specified in such notice or until similarly notified that such determination has been revoked. The Investment Adviser shall take, on behalf of the Fund, all actions which it deems necessary to implement the investment policies determined as provided above, and any other specific policies adopted in particular to place all orders for the purchase or sale of portfolio securities for the Fund's account with brokers or dealers selected by it, and to that end, the Board and disclosed to the Adviser. The Investment Adviser is authorized as the agent of the Trust Fund to give instructions to the custodian of the Fund as to deliveries of securities and other investments and payments of cash for the account of the Fund. Subject to applicable provisions of the 1940 Act and direction from the Board, the investment program to be provided hereunder may entail the investment of all or substantially all of the assets of the Fund in one or more investment companies. The Adviser will place orders pursuant to its investment determinations for the Fund either directly with the issuer or with any broker or dealer, foreign currency dealer, futures commission merchant or others selected by it. In connection with the selection of such brokers or dealers and the placing of such ordersorders with respect to assets of the Fund, subject the Investment Adviser is directed at all times to applicable lawseek to obtain execution and prices within the policy guidelines determined by the Board of Directors and set forth in filings made by the Fund under the Federal securities laws. Subject to this requirement and the provisions of the Investment Company Act, brokers or dealers may be selected who also provide brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934, as amended (amended, and other applicable provisions of law, the “Exchange Act”)) to Investment Adviser may select brokers or dealers with which it or the Fund and/or the other accounts over which the Adviser or its affiliates exercise investment discretion. The Adviser is authorized to pay a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for the Fund which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if the Adviser determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage and research services provided by such broker or dealer. This determination may be viewed in terms of either that particular transaction or the overall responsibilities which the Adviser and its affiliates have with respect to accounts over which they exercise investment discretion. The Board may adopt policies and procedures that modify and restrict the Adviser’s authority regarding the execution of the Fund’s portfolio transactions provided herein. The Trust hereby authorizes any entity or person associated with the Adviser or any sub-adviser retained by the Adviser pursuant to Section 9 of this Agreement, which is a member of a national securities exchange, to effect any transaction on the exchange for the account of the Trust which is permitted by Section 11(a) of the Securities Exchange Act of 1934 and Rule 11a2-2(T) thereunder, and the Trust hereby consents to the retention of compensation for such transactions in accordance with Rule 11a2-2(T)(a)(2)(iv) provided the transaction complies with the Trust’s Rule 17e-1 policies and proceduresaffiliated.