Common use of Advisory Services Clause in Contracts

Advisory Services. Subject to the supervision of the Board of Trustees and the Advisor, the Sub-Advisor will assist the Advisor in providing a continuous investment program for the Separate Account, including investment research and management with respect to the securities and investments and cash equivalents comprising the Separate Account. The Sub-Advisor will provide services under this Agreement in accordance with the Fund’s investment objective, policies and restrictions as set forth in the Fund’s (i) registration statement filed with the Securities and Exchange Commission in effect on the date hereof and as amended or supplemented during the term of this Agreement and (ii) resolutions of the Board of Trustees applicable to the Fund. The Fund shall provide the Sub-Advisor with written notice of any changes to such objective, policies and restrictions no less than 60 days prior to the effectiveness of any such change. Without limiting the generality of the foregoing, the Sub-Advisor further agrees that it: (a) will assist in determining from time to time what securities and other investments will be purchased, retained or sold for the Separate Account; (b) will manage, in consultation with the Advisor, the Separate Account’s temporary investments in securities, cash and cash equivalents; (c) will place orders pursuant to its investment determinations for the Separate Account either directly with the issuer or with any broker or dealer; (d) will consult with the Advisor on a continuous basis as to the Fund’s total assets which shall be invested in the Separate Account; (e) will attend either in person or via telephone regular business and investment-related meetings with the Board of Trustees and the Advisor, as requested by the Trust, the Advisor or both; and (f) will maintain books and records with respect to the securities transactions for the Separate Account, furnish to the Advisor and the Board of Trustees such periodic and special reports as they may reasonably request with respect to the Separate Account, and provide in advance to the Advisor all reports to the Board of Trustees for examination and review within a reasonable time prior to the Board of Trustees’ meetings.

Advisory Services. Subject to the supervision of the Board of Trustees and the Advisor, the Sub-Advisor will assist the Advisor in providing a continuous investment program for the Separate Account, including investment research and management with respect to the securities and investments and cash equivalents comprising the Separate Account. The Sub-Advisor will provide services under this Agreement in accordance with the Fund’s investment objective, policies and restrictions as set forth in the Fund’s (i) registration statement filed with the Securities and Exchange Commission in effect on the date hereof and as amended or supplemented during the term of this Agreement and (ii) resolutions of the Board of Trustees applicable to the Fund. The Fund shall provide the Sub-Advisor with written notice of any changes to such objective, policies and restrictions no less than 60 days prior to the effectiveness of any such change. Without limiting the generality of the foregoing, the Sub-Advisor further agrees that it: (a) will assist in determining from time to time what securities and other investments will be purchased, retained or sold for the Separate Account; (b) will manage, in consultation with the Advisor, the Separate Account’s temporary investments in securities, cash and cash equivalents; (c) will place orders pursuant to its investment determinations for the Separate Account either directly with the issuer or with any broker or dealer; (d) will consult with the Advisor on a continuous basis as to the Fund’s total assets which shall be invested in the Separate Account; (e) will attend either in person or via telephone regular business and investment-related meetings with the Board of Trustees and the Advisor, as requested by the Trust, the Advisor or both; and (f) will maintain books and records with respect to the securities transactions for the Separate Account, furnish to the Advisor and the Board of Trustees such periodic and special reports as they may reasonably request with respect to the Separate Account, and provide in advance to the Advisor all reports to the Board of Trustees for examination and review within a reasonable time prior to the Board of Trustees’ meetings.

Advisory Services. Subject to You will regularly provide the supervision of the Board of Trustees Fund with such investment advice as you in your discretion deem advisable and the Advisor, the Sub-Advisor will assist the Advisor in providing furnish a continuous investment program for the Separate Account, including investment research and management with respect to the securities and investments and cash equivalents comprising the Separate Account. The Sub-Advisor will provide services under this Agreement in accordance Fund consistent with the Fund’s investment objective, objectives and policies and restrictions as set forth in its then current Prospectus and Statement of Additional Information. You will determine the securities to be purchased for the Fund, the portfolio securities to be held or sold by the Fund and the portion of the Fund’s assets to be held uninvested, subject always to the Fund’s investment objectives, policies and restrictions, as each of the same shall be from time to time in effect, and subject further to such policies and instructions as the Board of Trustees for the Trust (ithe “Board”) registration statement filed may from time to time establish. You will advise and assist the officers of the Trust in taking such steps as are necessary or appropriate to carry out the decisions of the Board and committees of the Board regarding the conduct of the business of the Fund. You also will be responsible for voting proxies with respect to securities held by the Fund and reporting the Fund’s proxy voting record to the Fund’s administrator in the form required by the Securities and Exchange Commission (“SEC”) or its staff on Form N-PX. You may delegate any or all of the responsibilities, rights or duties described in effect this Agreement, with respect to all or a portion of the Fund, to one or more sub-advisers who shall enter into agreements with you; provided that each sub-adviser and your agreement with such sub-adviser are approved by the Board including a majority of the Trustees who are not interested persons of you, the sub-adviser or of the Trust, cast in person at a meeting called for the purpose of voting on such approval, and (unless exempted by an applicable order of the date hereof and SEC or its staff issued under the Investment Company Act of 1940, as amended or supplemented during (the term of this Agreement and (ii“1940 Act”)) resolutions by a vote of the Board holders of Trustees applicable to a majority of the outstanding voting securities of the Fund. The Fund Any such delegation shall provide the Sub-Advisor with written notice of not relieve you from any changes to such objective, policies and restrictions no less than 60 days prior to the effectiveness of any such change. Without limiting the generality of the foregoing, the Sub-Advisor further agrees that it: (a) will assist in determining from time to time what securities and other investments will be purchased, retained or sold for the Separate Account; (b) will manage, in consultation with the Advisor, the Separate Account’s temporary investments in securities, cash and cash equivalents; (c) will place orders pursuant to its investment determinations for the Separate Account either directly with the issuer or with any broker or dealer; (d) will consult with the Advisor on a continuous basis as to the Fund’s total assets which shall be invested in the Separate Account; (e) will attend either in person or via telephone regular business and investment-related meetings with the Board of Trustees and the Advisor, as requested by the Trust, the Advisor or both; and (f) will maintain books and records with respect to the securities transactions for the Separate Account, furnish to the Advisor and the Board of Trustees such periodic and special reports as they may reasonably request with respect to the Separate Account, and provide in advance to the Advisor all reports to the Board of Trustees for examination and review within a reasonable time prior to the Board of Trustees’ meetingsliability hereunder.

Advisory Services. Subject to You will regularly provide the supervision of the Board of Trustees Fund with such investment advice as you in your discretion deem advisable and the Advisor, the Sub-Advisor will assist the Advisor in providing furnish a continuous investment program for the Separate Account, including investment research and management with respect to the securities and investments and cash equivalents comprising the Separate Account. The Sub-Advisor will provide services under this Agreement in accordance Fund consistent with the Fund’s 's investment objective, objectives and policies and restrictions as set forth in its then current Prospectus and Statement of Additional Information. You will determine the securities to be purchased for the Fund’s , the portfolio securities to be held or sold by the Fund and the portion of the Fund's assets to be held uninvested, subject always to the Fund's investment objectives, policies and restrictions, as each of the same shall be from time to time in effect, and subject further to such policies and instructions as the Board of Trustees for the Trust (ithe "Board") registration statement filed may from time to time establish. You will advise and assist the officers of the Trust in taking such steps as are necessary or appropriate to carry out the decisions of the Board and committees of the Board regarding the conduct of the business of the Fund. You also will be responsible for voting proxies with respect to securities held by the Fund and reporting the Fund's proxy voting record to the Fund's administrator in the form required by the Securities and Exchange Commission ("SEC") or its staff on Form N-PX. You may delegate any or all of the responsibilities, rights or duties described in effect this Agreement, with respect to all or a portion of the Fund, to one or more sub-advisers who shall enter into agreements with you; provided that each sub-adviser and your agreement with such sub-adviser are approved by the Board including a majority of the Trustees who are not interested persons of you , the sub-adviser or of the Trust, cast in person at a meeting called for the purpose of voting on such approval and (unless exempted by an applicable order of the date hereof and SEC or its staff issued under the Investment Company Act of 1940, as amended or supplemented during (the term of this Agreement and (ii“1940 Act”)) resolutions by a vote of the Board holders of Trustees applicable to a majority of the outstanding voting securities of the Fund. The Fund Any such delegation shall provide the Sub-Advisor with written notice of not relieve you from any changes to such objective, policies and restrictions no less than 60 days prior to the effectiveness of any such change. Without limiting the generality of the foregoing, the Sub-Advisor further agrees that it: (a) will assist in determining from time to time what securities and other investments will be purchased, retained or sold for the Separate Account; (b) will manage, in consultation with the Advisor, the Separate Account’s temporary investments in securities, cash and cash equivalents; (c) will place orders pursuant to its investment determinations for the Separate Account either directly with the issuer or with any broker or dealer; (d) will consult with the Advisor on a continuous basis as to the Fund’s total assets which shall be invested in the Separate Account; (e) will attend either in person or via telephone regular business and investment-related meetings with the Board of Trustees and the Advisor, as requested by the Trust, the Advisor or both; and (f) will maintain books and records with respect to the securities transactions for the Separate Account, furnish to the Advisor and the Board of Trustees such periodic and special reports as they may reasonably request with respect to the Separate Account, and provide in advance to the Advisor all reports to the Board of Trustees for examination and review within a reasonable time prior to the Board of Trustees’ meetingsliability hereunder.

Advisory Services. Subject to You will regularly provide the supervision of the Board of Trustees Fund with such investment advice as you in your discretion deem advisable and the Advisor, the Sub-Advisor will assist the Advisor in providing furnish a continuous investment program for the Separate Account, including investment research and management with respect to the securities and investments and cash equivalents comprising the Separate Account. The Sub-Advisor will provide services under this Agreement in accordance Fund consistent with the Fund’s investment objective, objectives and policies and restrictions as set forth in its then current Prospectus and Statement of Additional Information. You will determine the securities to be purchased for the Fund, the portfolio securities to be held or sold by the Fund and the portion of the Fund’s assets to be held uninvested, subject always to the Fund’s investment objectives, policies and restrictions, as each of the same shall be from time to time in effect, and subject further to such policies and instructions as the Board of Trustees for the Trust (ithe “Board”) registration statement filed may from time to time establish. You will advise and assist the officers of the Trust in taking such steps as are necessary or appropriate to carry out the decisions of the Board and committees of the Board regarding the conduct of the business of the Fund. You also will be responsible for voting proxies with respect to securities held by the Fund and reporting the Fund’s proxy voting record to the Fund’s administrator in the form required by the Securities and Exchange Commission (“SEC”) or its staff on Form N-PX. You may delegate any or all of the responsibilities, rights or duties described in effect this Agreement to one or more sub-advisers who shall enter into agreements with you, provided the agreements are approved and ratified by the Board including a majority of the Trustees who are not interested persons of you or of the Trust, cast in person at a meeting called for the purpose of voting on such approval, and (if required under interpretations of the date hereof and Investment Company Act of 1940, as amended (the “1940 Act”) by the SEC or supplemented during the term of this Agreement and (iiits staff) resolutions by vote of the Board holders of Trustees applicable to a majority of the outstanding voting securities of the Fund. The Fund Any such delegation shall provide the Sub-Advisor with written notice of not relieve you from any changes to such objective, policies and restrictions no less than 60 days prior to the effectiveness of any such change. Without limiting the generality of the foregoing, the Sub-Advisor further agrees that it: (a) will assist in determining from time to time what securities and other investments will be purchased, retained or sold for the Separate Account; (b) will manage, in consultation with the Advisor, the Separate Account’s temporary investments in securities, cash and cash equivalents; (c) will place orders pursuant to its investment determinations for the Separate Account either directly with the issuer or with any broker or dealer; (d) will consult with the Advisor on a continuous basis as to the Fund’s total assets which shall be invested in the Separate Account; (e) will attend either in person or via telephone regular business and investment-related meetings with the Board of Trustees and the Advisor, as requested by the Trust, the Advisor or both; and (f) will maintain books and records with respect to the securities transactions for the Separate Account, furnish to the Advisor and the Board of Trustees such periodic and special reports as they may reasonably request with respect to the Separate Account, and provide in advance to the Advisor all reports to the Board of Trustees for examination and review within a reasonable time prior to the Board of Trustees’ meetingsliability hereunder.

Advisory Services. Subject to the supervision of the AIP Funds’ Board of Trustees and the AdvisorAdviser, the Sub-Advisor Adviser will assist the Advisor Adviser in providing a continuous investment program for the Separate Account, including investment research and management with respect to the securities and investments and cash equivalents comprising the Separate Account. The Sub-Advisor Adviser will provide services under this Agreement in accordance with the Fund’s investment objective, policies and restrictions as set forth stated in the Fund’s (i) registration statement filed with the Securities Prospectus and Exchange Commission in effect on the date hereof and as amended or supplemented during the term of this Agreement and (ii) resolutions of the AIP Funds’ Board of Trustees applicable to the Fund. The Fund shall provide the Sub-Advisor with written notice of any changes to such objective, policies and restrictions no less than 60 days prior to the effectiveness of any such change. Without limiting the generality of the foregoing, the Sub-Advisor Adviser further agrees that it: (a) will assist in determining from time to time what securities and other investments will be purchased, retained or sold for the Separate Account; (b) will manage, manage in consultation with the Advisor, Adviser the Separate Account’s temporary investments in securities, cash and cash equivalents; (c) will place orders pursuant to its investment determinations for the Separate Account either directly with the issuer or with any broker or dealer; (d) will consult with the Advisor Adviser on a continuous basis as to the Fund’s total assets which shall be invested in the Separate Account; (e) will attend either in person or via telephone regular business and investment-related meetings with the AIP Funds’ Board of Trustees and the Advisor, as Adviser if requested to do so by AIP Funds and/or the Trust, the Advisor or bothAdviser; and (f) will maintain books and records with respect to the securities transactions for the Separate Account, furnish to the Advisor Adviser and the AIP Funds’ Board of Trustees such periodic and special reports as they may reasonably request with respect to the Separate Account, and provide in advance to the Advisor Adviser all reports to the Board of Trustees for examination and review within a reasonable time prior to the AIP Funds’ Board of Trustees’ meetings.

Advisory Services. Subject to the supervision of the Board of Trustees and the Advisor, the Sub-Advisor Trader will assist the Advisor in providing a continuous investment program for that portion of the Fund’s assets allocated to the Trader’s HTA Separate AccountTrading Account including, including investment research and management with respect to the securities commodity interests, including, futures contracts, options on futures contracts, forward contracts or commodities, and investments and cash equivalents comprising the Separate Accountswaps (“Commodity Interests”). The Sub-Advisor Trader will provide services under this Agreement in accordance with the Fund’s investment objective, policies and restrictions as set forth in the Fund’s (i) registration statement filed with the Securities and Exchange Commission (the “SEC”) in effect on the date hereof and as amended or supplemented during the term of this Agreement and (ii) resolutions of the Board of Trustees applicable to the Fund. The Fund shall provide the Sub-Advisor Trader with written notice of any changes to such objective, policies and restrictions no less than 60 days prior to the effectiveness of any such change. Without limiting the generality of the foregoing, the Sub-Advisor Trader further agrees that it: (a) will assist in determining from time to time what securities and other investments Commodity Interests will be purchased, retained or sold for the its HTA Separate Trading Account; (b) will manage, in consultation with the Advisor, the Separate Account’s temporary investments in securities, cash and cash equivalents; (c) will place orders pursuant to its investment determinations for the its HTA Separate Trading Account either directly with the issuer or with any broker or dealerfutures commission merchant selected at the discretion of the Trader; (d) will consult with the Advisor on a continuous basis as to the Fund’s total assets which shall be invested in the Separate Account; (ec) will attend either in person or via telephone regular business and investment-related meetings with the Board of Trustees and the Advisor, as requested by the Trust, the Advisor or both; and (fd) will maintain books and records with respect to the securities transactions for the Commodity Interests held in its HTA Separate Trading Account, furnish to the Advisor and the Board of Trustees such periodic and special reports as they may reasonably request with respect to the its HTA Separate Account, Trading Account and provide in advance to the Advisor all reports to the Board of Trustees for examination and review within a reasonable time prior to the Board of Trustees’ meetings.

Advisory Services. Subject to the supervision of the Board of Trustees and the Advisor, the Sub-Advisor will assist the Advisor in providing a continuous investment program for the Separate Account, including investment research and management with respect to the securities and investments and cash equivalents comprising the Separate Account. The Sub-Advisor will provide services under this Agreement in accordance with the Fund’s investment objective, policies and restrictions as set forth in the Fund’s (i) registration statement filed with the Securities and Exchange Commission in effect on the date hereof and as amended or supplemented during the term of this Agreement and (ii) resolutions of the Trust’s Board of Trustees applicable to the Fund. The Fund shall provide the Sub-Advisor with written notice of any changes to such objective, policies and restrictions no less than 60 days prior to the effectiveness of any such change. Without limiting the generality of the foregoing, the Sub-Advisor further agrees that it: (a) will assist in determining from time to time what securities and other investments will be purchased, retained or sold for the Separate Account; (b) will manage, in consultation with the Advisor, the Separate Account’s temporary investments in securities, cash and cash equivalents; (c) will place orders pursuant to its investment determinations for the Separate Account either directly with the issuer or with any broker or dealer; (d) will consult with the Advisor on a continuous basis as to the Fund’s total assets which shall be invested in the Separate Account; (e) will attend either in person or via telephone regular business and investment-related meetings with the Board of Trustees and the Advisor, as requested by the Trust, the Advisor or both; and (f) will maintain books and records with respect to the securities transactions for the Separate Account, furnish to the Advisor and the Board of Trustees such periodic and special reports as they may reasonably request with respect to the Separate Account, and provide in advance to the Advisor all reports to the Board of Trustees for examination and review within a reasonable time prior to the Board of Trustees’ meetings.

Advisory Services. Subject to the supervision of the Trust’s Board of Trustees and the AdvisorAdviser, the Sub-Advisor Adviser will assist the Advisor Adviser in providing a continuous investment program for the Separate Account, including investment research and management with respect to the securities and investments and cash equivalents comprising the Separate Account. The Sub-Advisor Adviser will provide services under this Agreement in accordance with the Fund’s investment objective, policies and restrictions as set forth stated in the Fund’s (i) registration statement filed with the Securities Prospectus and Exchange Commission in effect on the date hereof and as amended or supplemented during the term of this Agreement and (ii) resolutions of the Trust’s Board of Trustees applicable to the Fund. The Fund shall provide the Sub-Advisor with written notice of any changes to such objective, policies and restrictions no less than 60 days prior to the effectiveness of any such change. Without limiting the generality of the foregoing, the Sub-Advisor Adviser further agrees that it: (a) will assist in determining from time to time what securities and other investments will be purchased, retained or sold for the Separate Account; (b) will manage, manage in consultation with the Advisor, Adviser the Separate Account’s temporary investments in securities, cash and cash equivalents; (c) will place orders pursuant to its investment determinations for the Separate Account either directly with the issuer or with any broker or dealer; (d) will consult with the Advisor Adviser on a continuous basis as to the Fund’s total assets which shall be invested in the Separate Account; (e) will attend either in person or via telephone regular business and investment-related meetings with the Trust’s Board of Trustees and the Advisor, as Adviser if requested to do so by the Trust, Trust and/or the Advisor or bothAdviser; and (f) will maintain books and records with respect to the securities transactions for the Separate Account, furnish to the Advisor Adviser and the Trust’s Board of Trustees such periodic and special reports as they may reasonably request with respect to the Separate Account, and provide in advance to the Advisor Adviser all reports to the Board of Trustees for examination and review within a reasonable time prior to the Trust’s Board of Trustees’ meetings.

Advisory Services. Subject to (a) The Investment Adviser will regularly provide the Trust with investment research, advice and supervision of the Board of Trustees and the Advisor, the Sub-Advisor will assist the Advisor in providing a continuous furnish continuously an investment program for the Separate AccountTrust consistent with the investment objectives and policies of the Trust. The Investment Adviser will determine from time to time what securities shall be purchased for the Trust, including investment research what securities shall be held or sold by the Trust and management with respect what portion of the Trust's assets shall be held uninvested as cash, subject always to the securities provisions of the Trust's Declaration of Trust, By-Laws and investments and cash equivalents comprising the Separate Account. The Sub-Advisor will provide services under this Agreement in accordance with the Fund’s investment objective, policies and restrictions as set forth in the Fund’s (i) its registration statement under the 1940 Act and under the Securities Act of 1933 covering the Trust's shares, as filed with the Securities and Exchange Commission Commission, and to the investment objectives, policies and restrictions of the Trust, as each of the same shall be from time to time in effect on the date hereof effect, and subject, further, to such policies and instructions as amended or supplemented during the term of this Agreement and (ii) resolutions of the Board of Trustees applicable to the Fund. The Fund shall provide the Sub-Advisor with written notice of any changes to such objective, policies and restrictions no less than 60 days prior to the effectiveness of any such change. Without limiting the generality of the foregoing, the Sub-Advisor further agrees that it: (a) will assist in determining Trust may from time to time what securities and other investments establish. To carry out such determinations, the Investment Adviser will be purchased, retained or sold place orders for the Separate Account;investment and reinvestment of Trust assets. The Investment Adviser will exercise full discretion and act for the Trust in the same manner and with the same force and effect as the Trust itself might or could do with respect to purchases, sales or other transactions, as well as with respect to all other things necessary or incidental to the furtherance or conduct of such purchases, sales or other transactions. (b) The Investment Adviser will, to the extent reasonably required in the conduct of the business of the Trust and upon its request, furnish to the Trust research, statistical and advisory reports upon the industries, businesses, corporations or securities as to which such requests shall be made, whether or not the Trust shall at the time have any investment in such industries, businesses, corporations or securities. The Investment Adviser will manageuse its best efforts in the preparation of such reports and will endeavor to consult the persons and sources believed by it to have information available with respect to such industries, in consultation with the Advisorbusinesses, the Separate Account’s temporary investments in corporations or securities, cash and cash equivalents;. (c) will place orders pursuant to its investment determinations for the Separate Account either directly with the issuer or with any broker or dealer; (d) will consult with the Advisor on a continuous basis as to the Fund’s total assets which shall be invested in the Separate Account; (e) will attend either in person or via telephone regular business and investment-related meetings with the Board of Trustees and the Advisor, as requested by the Trust, the Advisor or both; and (f) The Investment Adviser will maintain all books and records with respect to the Trust's securities transactions required by sub-paragraphs (b)(5),(6),(9) and (10) and paragraph (f) of Rule 31a-1 under the 1940 Act (other than those records being maintained by the Trust's custodian or transfer agent) and preserve such records for the Separate Account, furnish periods prescribed therefor by Rule 31a-2 of the 1940 Act. The Investment Adviser will also provide to the Advisor and the Trust's Board of Trustees such periodic and special reports as they the Board may reasonably request with respect to the Separate Account, and provide in advance to the Advisor all reports to the Board of Trustees for examination and review within a reasonable time prior to the Board of Trustees’ meetingsrequest.

Advisory Services. Subject to the supervision of the Trust’s Board of Trustees and the Advisor, the Sub-Advisor will assist the Advisor in providing a continuous investment program for the Separate Account, including investment research and management with respect to the securities and investments and cash equivalents comprising the Separate Account. The Sub-Advisor will provide services under this Agreement in accordance with the Fund’s investment objective, policies and restrictions as set forth stated in the Fund’s (i) registration statement filed with the Securities Prospectus and Exchange Commission in effect on the date hereof and as amended or supplemented during the term of this Agreement and (ii) resolutions of the Trust’s Board of Trustees applicable to the Fund. The Fund shall provide the Sub-Advisor with written notice of any changes to such objective, policies and restrictions no less than 60 days prior to the effectiveness of any such change. Without limiting the generality of the foregoing, the Sub-Advisor further agrees that it: (a) will assist in determining from time to time what securities and other investments will be purchased, retained or sold for the Separate Account; (b) will manage, manage in consultation with the Advisor, Advisor the Separate Account’s temporary investments in securities, cash and cash equivalents; (c) will place orders pursuant to its investment determinations for the Separate Account either directly with the issuer or with any broker or dealer; (d) will consult with the Advisor on a continuous basis as to the Fund’s total assets which shall be invested in the Separate Account; (e) will attend either in person or via telephone regular business and investment-related meetings with the Trust’s Board of Trustees and the Advisor, as Advisor if requested to do so by the Trust, Trust and/or the Advisor or bothAdvisor; and (f) will maintain books and records with respect to the securities transactions for the Separate Account, furnish to the Advisor and the Trust’s Board of Trustees such periodic and special reports as they may reasonably request with respect to the Separate Account, and provide in advance to the Advisor all reports to the Board of Trustees for examination and review within a reasonable time prior to the Trust’s Board of Trustees’ meetings.

Advisory Services. Subject to the supervision of the Board of Trustees and the Advisor, the Sub-Advisor Trader will assist the Advisor in providing a continuous investment program for that portion of the Fund’s assets allocated to the Trader’s HTA Separate AccountTrading Account including, including investment research and management with respect to the securities commodity interests, including, futures contracts, options on futures contracts, forward contracts or commodities, and investments and cash equivalents comprising the Separate Accountswaps (“Commodity Interests”). The Sub-Advisor Trader will provide services under this Agreement in accordance with the Fund’s investment objective, policies and restrictions as set forth in the Fund’s (i) registration statement filed with the Securities and Exchange Commission (the “SEC”) in effect on the date hereof and as amended or supplemented during the term of this Agreement and (ii) resolutions of the Board of Trustees applicable to the Fund. The Fund shall provide the Sub-Advisor Trader with written notice of any changes to such objective, policies and restrictions no less than 60 days prior to the effectiveness of any such change. Without limiting the generality of the foregoing, the Sub-Advisor Trader further agrees that it: (a) will assist in determining from time to time what securities and other investments Commodity Interests will be purchased, retained or sold for the its HTA Separate Trading Account; (b) will manage, in consultation with the Advisor, the Separate Account’s temporary investments in securities, cash and cash equivalents; (c) will place orders pursuant to its investment determinations for the its HTA Separate Trading Account either directly with the issuer or with any broker or dealerfutures commission merchant Trader so chooses, provided however, the orders are settled with a futures commission merchant with which the Fund has an account; (d) will consult with the Advisor on a continuous basis as to the Fund’s total assets which shall be invested in the Separate Account; (ec) will attend either in person or via telephone regular business and investment-related meetings with the Board of Trustees and the Advisor, as requested by the Trust, the Advisor or both; and (fd) will maintain books and records with respect to the securities transactions for the Commodity Interests held in its HTA Separate Trading Account, furnish to the Advisor and the Board of Trustees such periodic and special reports as they may reasonably request with respect to the its HTA Separate Account, Trading Account and provide in advance to the Advisor all reports to the Board of Trustees for examination and review within a reasonable time prior to the Board of Trustees’ meetings.

Advisory Services. Subject to You will regularly provide the supervision of the Board of Trustees Fund with such investment advice as you in your discretion deem advisable and the Advisor, the Sub-Advisor will assist the Advisor in providing furnish a continuous investment program for the Separate Account, including investment research and management with respect to the securities and investments and cash equivalents comprising the Separate Account. The Sub-Advisor will provide services under this Agreement in accordance Fund consistent with the Fund’s 's investment objective, objectives and policies and restrictions as set forth in its then current Prospectus and Statement of Additional Information. You will determine the holdings to be purchased for the Fund’s , the portfolio holdings to be held or sold by the Fund and the portion of the Fund's assets to be held uninvested, subject always to the Fund's investment objectives, policies and restrictions, as each of the same shall be from time to time in effect, and subject further to such policies and instructions as the Board of Trustees for the Trust (ithe "Board") registration statement filed may from time to time establish. You will advise and assist the officers of the Trust in taking such steps as are necessary or appropriate to carry out the decisions of the Board and committees of the Board regarding the conduct of the business of the Fund. You also will be responsible for voting proxies with respect to securities held by the Fund and reporting the Fund's proxy voting record to the Fund's administrator in the form required by the Securities and Exchange Commission ("SEC") or its staff on Form N-PX. The Adviser’s investment authority shall include the authority to purchase and sell securities, and cover open positions, and generally to deal in effect securities, swaps (including but not limited to interest rate swaps and credit default swaps), financial futures contracts and options thereon, currency transactions, and other derivatives and investment instruments and techniques as may be permitted for use by the Fund and consistent with the Registration Statement. The Adviser may: (i) open and maintain brokerage accounts for financial futures and options and securities (such accounts hereinafter referred to as “Brokerage Accounts”) on behalf of and in the date hereof and as amended or supplemented during name of the term of this Agreement Fund; and (ii) resolutions execute for and on behalf of the Board of Trustees applicable to the FundBrokerage Accounts, standard customer agreements with a broker or brokers. The Fund shall provide the Sub-Advisor with written notice of any changes to Adviser may, using such objective, policies and restrictions no less than 60 days prior to the effectiveness of any such change. Without limiting the generality of the foregoing, the Sub-Advisor further agrees that it: (a) will assist in determining from time to time what securities and other investments will be purchasedproperty in the Brokerage Accounts as the Adviser deems necessary or desirable, retained or sold for direct the Separate Account; (b) will managecustodian to deposit on behalf of the Fund, in consultation with the Advisor, the Separate Account’s temporary investments in securitiesoriginal and maintenance brokerage deposits and otherwise direct payments of cash, cash equivalents and cash equivalents; (c) will place orders pursuant securities and other property into such brokerage accounts and to its investment determinations for such brokers as the Separate Account either directly with the issuer Adviser deems desirable or with any broker or dealer; (d) will consult with the Advisor on a continuous basis as to the Fund’s total assets which shall be invested in the Separate Account; (e) will attend either in person or via telephone regular business and investment-related meetings with the Board of Trustees and the Advisor, as requested by the Trust, the Advisor or both; and (f) will maintain books and records with respect to the securities transactions for the Separate Account, furnish to the Advisor and the Board of Trustees such periodic and special reports as they may reasonably request with respect to the Separate Account, and provide in advance to the Advisor all reports to the Board of Trustees for examination and review within a reasonable time prior to the Board of Trustees’ meetingsappropriate.

Advisory Services. Subject to the supervision of the Board of Trustees and the Advisor, the Sub-Advisor will assist the Advisor in providing a continuous investment program for the Separate Account, including investment research and management with respect to the securities and investments and cash equivalents comprising the Separate Account. The Sub-Advisor will provide services under this Agreement in accordance with the Fund’s investment objective, policies and restrictions as set forth in the Fund’s (i) registration statement filed with the Securities and Exchange Commission in effect on the date hereof and as amended or supplemented during the term of this Agreement and (ii) resolutions of the Board of Trustees applicable to the Fund. The Fund shall provide the Sub-Advisor with written notice of any changes to such objective, policies and restrictions no less than 60 days prior to the effectiveness of any such change. Without limiting the generality of the foregoing, the Sub-Advisor further agrees that it: (a) will assist in determining from time to time what securities and other investments will be purchased, retained or sold for the Separate Account; (b) will manage, in consultation with the Advisor, the Separate Account’s temporary investments in securities, cash and cash equivalents; (c) will place orders pursuant to its investment determinations for the Separate Account either directly with the issuer or with any broker or dealer; (d) will consult with the Advisor on a continuous basis as to the Fund’s total assets which shall be invested in the Separate Account; (e) will attend either in person or via telephone regular business and investment-related meetings with the Board of Trustees and the Advisor, as reasonably requested by the Trust, the Advisor or both; and (f) will maintain books and records with respect to the securities transactions for the Separate Account, furnish to the Advisor and the Board of Trustees such periodic and special reports as they may reasonably request with respect to the Separate Account, and provide in advance to the Advisor all reports to the Board of Trustees for examination and review within a reasonable time prior to the Board of Trustees’ meetings.

Advisory Services. Subject to the supervision of the Board of Trustees and the Advisor, the Sub-Advisor will assist the Advisor in providing a continuous investment program for the Separate Account, including investment research and management with respect to the securities and investments and cash equivalents comprising the Separate Account. The Sub-Advisor will provide services under this Agreement in accordance with the Fund’s investment objective, policies and restrictions as set forth in the Fund’s (i) registration statement filed with the Securities and Exchange Commission in effect on the date hereof and as amended or supplemented during the term of this Agreement and (ii) resolutions of the Board of Trustees applicable to the Fund. The Fund shall provide the Sub-Advisor with written notice of any changes to such objective, policies and restrictions no less than 60 days prior to the effectiveness of any such change. Without limiting the generality of the foregoing, the Sub-Advisor further agrees that it: (a) will assist in determining determine from time to time what securities and other investments will be purchased, retained or sold for the Separate Account; (b) will manage, in consultation with the Advisor, manage the Separate Account’s temporary investments in securities, cash and cash equivalents; (c) will place orders pursuant to its investment determinations for the Separate Account either directly with the issuer or with any broker or dealer; (d) will consult with the Advisor on a continuous basis as to the Fund’s total assets which shall be invested in the Separate Account; (e) will attend either in person or via telephone regular business and investment-related meetings with the Board of Trustees and the Advisor, as requested by the Trust, the Advisor or both; and (f) will maintain books and records with respect to the securities transactions for the Separate Account, furnish to the Advisor and the Board of Trustees such periodic and special reports as they may reasonably request with respect to the Separate Account, and provide in advance to the Advisor all reports to the Board of Trustees for examination and review within a reasonable time prior to the Board of Trustees’ meetings.

Advisory Services. Subject to You will regularly provide the supervision Fund with advice concerning the investment management of the Board that portion of Trustees and the Advisor, the Sub-Advisor will assist the Advisor in providing a continuous investment program for the Separate Account, including investment research and management with respect to the securities and investments and cash equivalents comprising the Separate Account. The Sub-Advisor will provide services under this Agreement in accordance with the Fund’s assets that are allocated to you, which advice shall be consistent with the investment objective, objectives and policies and restrictions of the Fund as set forth in the Fund’s Prospectus and Statement of Additional Information as they may be amended in consultation with you, and any investment guidelines or other instructions received in writing from the Adviser. The Board of Trustees or the Adviser may, from time to time, make additions to and withdrawals from the assets of the Fund allocated to you. You will determine what securities shall be purchased for such portion of the Fund’s assets, what securities shall be held or sold by such portions of the Fund’s assets, and what portion of such assets shall be held uninvested, subject always to the provisions of the Trust’s Declaration of Trust and By-Laws and the Investment Company Act and to the investment objectives, policies and restrictions (iincluding, without limitation, the requirements of Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”) registration statement filed for qualification as a regulated investment company) of the Fund, as each of the same shall be from time to time in effect as set forth in the Fund’s Prospectus and Statement of Additional Information as they may be amended in consultation with you, or any investment guidelines or other instructions received in writing from the Adviser, and subject, further, to such policies and instructions as the Board of Trustees may from time to time establish and deliver to you. In accordance with paragraph 5, you or your agent shall arrange for the placing of all orders for the purchase and sale of portfolio securities with brokers or dealers selected by you for that portion of the Fund’s assets for which you serve as sub-investment adviser. The Adviser shall provide you with written statements of the Declaration of Trust; the By-Laws; the Fund’s written investment objectives and policies; the Prospectus and Statement of Additional Information and instructions, as in effect from time to time; and you shall have no responsibility for actions taken in reliance on any such documents. You will conform your conduct to, and will ensure that your management of the portion of the Fund’s assets allocated to you complies with, the Investment Company Act and all rules and regulations thereunder, the requirements for qualification of the Fund as a regulated investment company under Subchapter M of the Code, all other applicable federal and state laws and regulations, and with the Securities and Exchange Commission in effect on provisions of the date hereof and Fund’s Registration Statement as amended or supplemented during under the term Securities Act of this Agreement 1933, as amended, and (ii) resolutions the Investment Company Act. You shall maintain written compliance policies and procedures that you reasonably believe are adequate to ensure the Fund’s compliance with the foregoing and that you believe are reasonably designed to prevent yourself and the Fund from violating applicable federal securities laws. You agree to provide the Trust and the Adviser with such reports and certifications and with such access to your officers and employees that the Trust or Adviser may reasonably request for the purpose of assessing the adequacy of your compliance policies and procedures. You agree to notify the Adviser promptly upon detection of any material breach of any of the Board Fund’s policies, guidelines or procedures as provided to you, and of Trustees any material violation of any applicable law or regulation, including the Investment Company Act and Subchapter M of the Code, relating to that portion of the Fund’s assets allocated to you. You also agree to notify us promptly upon detection of any material violations of your compliance policies and procedures that relate to your providing advisory services to the Fund. The Fund You shall provide keep the Sub-Advisor with written notice of any changes Fund’s books and records to such objective, policies be maintained by you and restrictions no less than 60 days prior shall timely furnish to the effectiveness of any such change. Without limiting Adviser all information relating to your services hereunder needed by the generality Adviser to keep the other books and records of the foregoingFund required by Rule 31a-1 under the Investment Company Act. You agree that all records which you maintain for the Fund are the property of the Fund and you shall surrender promptly and without any charge to the Fund any of such records required to be maintained by you, provided that you may retain a copy. In the Sub-Advisor further agrees that it: (a) performance of your duties hereunder, you are and shall be an independent contractor and unless otherwise expressly provided herein or otherwise authorized in writing, shall have no authority to act for or represent the Trust or the Fund in any way or otherwise be deemed to be an agent of the Trust or the Fund or of the Adviser. You will assist in determining make your officers and employees available to meet with the Trust’s officers and Trustees at reasonable intervals from time to time what securities on due notice to review the investments and other investments will be purchased, retained or sold for investment program of the Separate Account; (b) will manage, in consultation with the Advisor, the Separate Account’s temporary investments in securities, cash and cash equivalents; (c) will place orders pursuant to its investment determinations for the Separate Account either directly with the issuer or with any broker or dealer; (d) will consult with the Advisor on a continuous basis as to portion of the Fund’s total assets which allocated to you in light of current and prospective economic and market conditions. Nothing in this Agreement shall limit or restrict the right of any of your directors, officers and employees who may also be invested a trustee, officer or employee of the Trust to engage in the Separate Account; (e) will attend either any other business or to devote his or her time and attention in person or via telephone regular business and investment-related meetings with the Board of Trustees and the Advisor, as requested by the Trust, the Advisor or both; and (f) will maintain books and records with respect part to the securities transactions for the Separate Accountmanagement or other aspects of any business, furnish whether of a similar or a dissimilar nature, nor limit or restrict your right to the Advisor and the Board engage in any other business or to render service of Trustees such periodic and special reports any kind to any other corporation, firm, individual or association, except as they may reasonably request with respect to the Separate Account, and provide specifically prescribed in advance to the Advisor all reports to the Board of Trustees for examination and review within a reasonable time prior to the Board of Trustees’ meetingsSection 4.

Advisory Services. Subject to the supervision of the Board of Trustees and the Advisor, the Sub-Advisor will assist the Advisor in providing a continuous investment program for the Separate Account, including investment research and management with respect to the securities and investments and cash equivalents comprising the Separate Account. The Sub-Advisor will provide services under this Agreement in accordance with the Fund’s investment objective, policies and restrictions as set forth in the Fund’s (i) registration statement filed with the Securities and Exchange Commission in effect on the date hereof and as amended or supplemented during the term of this Agreement and (ii) resolutions of the Board of Trustees applicable to the Fund. The Fund shall provide the Sub-Advisor with written notice of any changes to such objective, policies and restrictions no less than 60 days prior to the effectiveness of any such change. Without limiting the generality of the foregoing, the Sub-Advisor further agrees that it: (a) will assist in determining from time to time what securities and other investments will be purchased, retained or sold for the Separate Account; (b) will manage, in consultation with the Advisor, the Separate Account’s temporary investments in securities, cash and cash equivalents; (c) will place orders pursuant to its investment determinations for the Separate Account either directly with the issuer or with any broker or dealer; (d) will consult with the Advisor on a continuous basis as to the Fund’s total assets which shall be invested in the Separate Account; (e) will attend either in person or via telephone regular business and investment-related meetings with the Board of Trustees and the Advisor, as requested by the Trust, the Advisor or both; and (f) will maintain books and records with respect to the securities transactions for the Separate Account, furnish to the Advisor and the Board of Trustees such periodic and special reports as they may reasonably request with respect to the Separate Account, and provide in advance to the Advisor all reports to the Board of Trustees for examination and review within a reasonable time prior to the Board of Trustees’ meetings. The Trust hereby grants the Sub-Adviser full power and authority, in addition to other authorizations and powers given to the Sub-Adviser in this Agreement, on behalf of the Trust and the Fund to: (i) in the name of the Trust and the Fund, which shall be binding on the Trust and the Fund, negotiate and enter into agreements and contracts (including, but not limited to, brokerage agreements, International Swap Dealers Association (ISDA) master agreements and schedules thereto, other master agreements, investment transactions, confirmations of investment transactions and related documents for investment transactions), and make representations (including representations regarding the purchase of securities or other assets for investment) that the Sub-Adviser deems appropriate to carry out its duties and services hereunder; and (ii) pledge any security or other asset of the Fund or establish safekeeping, brokerage or futures accounts in the name of the Trust and the Fund for the purpose of providing collateral to brokers, issuers or dealers with respect to transactions for the Fund and to permit rehypothecation of any security or other asset of the Fund.

Advisory Services. Subject to You will regularly provide the supervision Fund with advice concerning the investment management of the Board that portion of Trustees and the Advisor, the Sub-Advisor will assist the Advisor in providing a continuous investment program for the Separate Account, including investment research and management with respect to the securities and investments and cash equivalents comprising the Separate Account. The Sub-Advisor will provide services under this Agreement in accordance with the Fund’s assets that are allocated to you, which advice shall be consistent with the investment objective, objectives and policies and restrictions of the Fund as set forth in the Fund’s Prospectus and Statement of Additional Information and any investment guidelines or other instructions received in writing from the Adviser. The Board of Trustees or the Adviser may, from time to time, make additions to and withdrawals from the assets of the Fund allocated to you. You will determine what securities, including financial instruments, shall be purchased for such portion of the Fund’s assets, what securities shall be held or sold by such portions of the Fund’s assets, and what portion of such assets shall be held uninvested, subject always to the provisions of the Trust’s Declaration of Trust and By-Laws, and to the investment objectives, policies and restrictions of the Fund, as each of the same shall be from time to time in effect as set forth in the Fund’s Prospectus and Statement of Additional Information, or any investment guidelines or other instructions received in writing from the Adviser, and subject, further, to such policies and instructions as the Board of Trustees may from time to time establish and deliver to you. In accordance with paragraph 5, you or your agent shall arrange for the placing of all orders for the purchase and sale of portfolio securities with brokers or dealers selected by you for that portion of the Fund’s assets for which you serve as sub-investment adviser. Your investment authority shall include the authority to purchase, sell, cover open positions, and generally to deal in financial instruments, such as financial futures contracts and options thereon, subject always to the investment objectives, policies and restrictions of the Fund as set forth in the Prospectus and Statement of Additional Information for the Fund. To implement your investment authority, you are authorized to: (i) registration statement filed open and maintain brokerage accounts for derivative instruments, including financial futures and options and swaps (such accounts hereinafter referred to as “brokerage accounts”) on behalf of and in the name of the Fund and (ii) execute for and on behalf of the Fund, standard customer agreements with a broker or brokers. You may, using such of the securities and other property in the Fund’s portfolio as you deem necessary or desirable, direct the custodian to deposit on behalf of the Fund’s portfolio, original and maintenance brokerage deposits and otherwise direct payments of cash, cash equivalents and securities and other property into such brokerage accounts and to such brokers as you deem desirable or appropriate. The Adviser shall provide you with written statements of the Declaration of Trust, the By-Laws, the Fund’s written investment objectives and policies, the Prospectus and Statement of Additional Information and instructions, as in effect from time to time; and you shall have no responsibility for actions taken in reliance on any such documents. You will conform your conduct to, and will ensure that your management of the portion of the Fund’s assets allocated to you complies with, the Investment Company Act and Investment Advisers Act and all rules and regulations thereunder, the requirements for qualification of the Fund as a regulated investment company under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”), all other applicable federal and state laws and regulations, and with the Securities and Exchange Commission in effect on provisions of the date hereof and Fund’s Registration Statement as amended or supplemented during under the term Securities Act of this Agreement 1933, as amended, and (ii) resolutions of the Board of Trustees applicable to the FundInvestment Company Act. The Fund You shall provide the Sub-Advisor with maintain written notice of any changes to such objective, compliance policies and restrictions no less than 60 days prior procedures that you reasonably believe are adequate to the effectiveness of any such change. Without limiting the generality of the foregoing, the Sub-Advisor further agrees that it: (a) will assist in determining from time to time what securities and other investments will be purchased, retained or sold for the Separate Account; (b) will manage, in consultation with the Advisor, the Separate Account’s temporary investments in securities, cash and cash equivalents; (c) will place orders pursuant to its investment determinations for the Separate Account either directly with the issuer or with any broker or dealer; (d) will consult with the Advisor on a continuous basis as to ensure the Fund’s total compliance with the foregoing and that are reasonably designed to prevent yourself and the Fund from violating applicable federal securities laws. You agree to provide the Trust and the Adviser with such reports and certifications and with such access to your officers and employees that the Trust or Adviser may reasonably request for the purpose of assessing the adequacy of your compliance policies and procedures. You agree to notify the Adviser immediately upon detection of any breach of any of the Fund’s policies, guidelines or procedures and of any violation of any applicable law or regulation, including the Investment Company Act and Subchapter M of the Code, relating to that portion of the Fund’s assets allocated to you. You also agree to notify us promptly upon detection of any material violations of your compliance policies and procedures that relate to the Fund or your activities as an investment adviser generally, such as when the violation could be considered material to your advisory clients. You shall keep the Fund’s books and records to be maintained by you and shall timely furnish to the Adviser all information relating to your services hereunder needed by the Adviser to keep the other books and records of the Fund required by Rule 31a-1 under the Investment Company Act. You agree that all records which you maintain for the Fund are the property of the Fund and you shall surrender promptly and without any charge to the Fund any of such records required to be maintained by you. In the performance of your duties hereunder, you are and shall be invested an independent contractor and unless otherwise expressly provided herein or otherwise authorized in writing, shall have no authority to act for or represent the Separate Account; (e) Trust or the Fund in any way or otherwise be deemed to be an agent of the Trust or the Fund or of the Adviser. You will attend either in person or via telephone regular business make your officers and investment-related meetings employees available to meet with the Board of Trustees and the AdvisorTrust’s or Adviser’s officers at least quarterly on due notice to review the investments and investment program of the portion of the Fund’s assets allocated to you in light of current and prospective economic and market conditions. Nothing in this Agreement shall limit or restrict the right of any of your directors, as requested by the Trust, the Advisor officers and employees to engage in any other business or both; and (f) will maintain books to devote his or her time and records with respect attention in part to the securities transactions for the Separate Accountmanagement or other aspects of any business, furnish whether of a similar or a dissimilar nature, nor limit or restrict your right to the Advisor and the Board engage in any other business or to render service of Trustees such periodic and special reports any kind to any other corporation, firm, individual or association, except as they may reasonably request with respect to the Separate Account, and provide specifically prescribed in advance to the Advisor all reports to the Board of Trustees for examination and review within a reasonable time prior to the Board of Trustees’ meetingsSection 4.

Advisory Services. Subject to the supervision of the Board of Trustees and the AdvisorAdviser, the Sub-Advisor Adviser will assist the Advisor in providing provide a continuous investment program for the Separate AccountFund, including investment research and management with respect to the securities and investments and cash equivalents comprising of the Separate AccountFund. The Sub-Advisor Adviser will provide services under this Agreement in accordance with the Fund’s investment objective, policies and restrictions as set forth in the FundTrust’s (i) registration statement filed with the Securities and Exchange Commission in effect on the date hereof and as amended or supplemented during the term of this Agreement and (ii) resolutions of the Board of Trustees applicable to the Fund. The Fund shall provide the Sub-Advisor Adviser with written notice of any changes to such objective, policies and restrictions no less than 60 days prior to the effectiveness of any such change. Without limiting the generality of the foregoing, the Sub-Advisor Adviser further agrees that it: (a) will assist in determining from time to time determine what securities and other investments will be purchased, retained or sold for the Separate AccountFund; (b) will manage, in consultation with the AdvisorAdviser, the Separate AccountFund’s temporary investments in securities, cash and cash equivalents; (c) will place orders pursuant to its investment determinations for the Separate Account Fund either directly with the issuer or with any broker or dealer; (d) will consult with the Advisor Adviser on a continuous basis as to the Fund’s total assets which shall be invested in by the Separate AccountSub-Adviser; (e) will attend either in person or via telephone regular business and investment-related meetings with the Board of Trustees and the AdvisorAdviser, as requested by the Trust, the Advisor Adviser or both; and (f) will maintain books and records with respect to the securities transactions for the Separate AccountFund, furnish to the Advisor Adviser and the Board of Trustees such periodic and special reports as they may reasonably request with respect to the Separate AccountFund, and provide in advance to the Advisor Adviser all reports to the Board of Trustees for examination and review within a reasonable time prior to the Board of Trustees’ meetings.

Advisory Services. Subject to the supervision of the Board of Trustees and the AdvisorAdviser, the Sub-Advisor Adviser will assist the Advisor in providing provide a continuous investment program for the Separate AccountFund, including investment research and management with respect to the securities and investments and cash equivalents comprising of the Separate AccountFund. The Sub-Advisor Adviser will provide services under this Agreement in accordance with the Fund’s investment objective, policies and restrictions as set forth in the FundTrust’s (i) registration statement filed with the Securities and Exchange Commission in effect on the date hereof and as amended or supplemented during the term of this Agreement and (ii) resolutions of the Board of Trustees applicable to the Fund. The Fund shall provide the Sub-Advisor Adviser with written notice of any changes to such objective, policies and restrictions no less than 60 days prior to the effectiveness of any such change. Without limiting the generality of the foregoing, the Sub-Advisor Adviser further agrees that it: (a) will assist in determining from time to time determine what securities and other investments will be purchased, retained or sold for the Separate AccountFund; (b) will manage, in consultation with the AdvisorAdviser, the Separate AccountFund’s temporary investments in securities, cash and cash equivalents; (c) will place orders pursuant to its investment determinations for the Separate Account Fund either through the Adviser or directly with the issuer or with any broker or dealer; (d) will consult with the Advisor Adviser on a continuous regular basis as to the Fund’s total assets which shall be invested in by the Separate AccountSub-Adviser; (e) will attend either in person or via telephone regular business and investment-related meetings with the Board of Trustees and the AdvisorAdviser, as reasonably requested by the Trust, the Advisor Adviser or both; and (f) will maintain maintain, or as necessary, support the Adviser’s maintenance of the books and records with respect to the securities transactions for the Separate AccountFund, furnish to the Advisor Adviser and the Board of Trustees such periodic and special reports as they may reasonably request with respect to the Separate AccountFund, and provide in advance to the Advisor Adviser all reports to the Board of Trustees for examination and review within a reasonable time prior to the Board of Trustees’ meetings.

Advisory Services. Subject to the supervision of the Board of Trustees and the Advisor, the Sub-Advisor will assist the Advisor in providing provide a continuous investment program for the Separate Account, including investment research and management with respect to the securities and investments and cash equivalents comprising the Separate Account. The Sub-Advisor will provide services under this Agreement in accordance with the Fund’s investment objective, policies and restrictions as set forth in the Fund’s (i) registration statement filed with the Securities and Exchange Commission in effect on the date hereof and as amended or supplemented during the term of this Agreement and (ii) resolutions of the Board of Trustees applicable to the Fund. The Fund shall provide the Sub-Advisor with written notice of any changes to such objective, policies and restrictions no less than 60 days prior to the effectiveness of any such change. The Sub-Advisor will at no time be deemed to have custody or physical control of the cash, cash-equivalents, or securities comprising the Separate Account. Without limiting the generality of the foregoing, the Sub-Advisor further agrees that it: (a) will assist in determining determine from time to time what securities and other investments will be purchased, retained or sold for the Separate Account; (b) will manage, in consultation with the Advisor, the Separate Account’s temporary investments in securities, cash and cash equivalents; (c) will place orders pursuant to its investment determinations for the Separate Account either directly with the issuer or with any broker or dealer; (d) will consult with the Advisor on a continuous basis as to the Fund’s total assets which shall be invested in the Separate Account; (e) will attend either in person or via telephone regular business and investment-related meetings with the Board of Trustees and the Advisor, as requested by the Trust, the Advisor or both; and (f) will maintain books and records with respect to the securities transactions for the Separate AccountAccount in accordance with applicable law, furnish to the Advisor and the Board of Trustees such periodic and special reports as they may reasonably request with respect to the Separate Account, and provide in advance to the Advisor all reports to the Board of Trustees for examination and review within a reasonable time prior to the Board of Trustees’ meetings.

Advisory Services. Subject (a) The Trust hereby employs the Manager to furnish the Trust with Portfolio Management Services (as defined in Section 2 hereof) and certain Administrative Services (as defined in Section 3 hereof), subject to the supervision authority of the Board Manager to delegate any or all of Trustees its responsibilities hereunder to other parties as provided in Sections 1(b) and (c) hereof. The Manager hereby accepts such employment and agrees, at its own expense, to furnish such services (either directly or pursuant to delegation to other parties as permitted by Sections 1(b) and (c) hereof) and to assume the Advisorobligations herein set forth, for the compensation herein provided; provided, however, that the Manager shall have no obligation to pay the fees of any Sub-Adviser (as defined in Section 1(b) hereof), to the extent that the Trust has agreed, under any contract to which the Trust and the Sub-Advisor will assist Adviser are parties (a "Sub-Advisory Agreement") to pay such fees. The Manager shall, unless otherwise expressly provided or authorized, have no authority to act for or represent the Advisor Trust in providing a continuous investment program for any way or otherwise be deemed an agent of the Separate Account, including investment research and management Trust. (b) The Manager may delegate any or all of its responsibilities hereunder with respect to the securities provision of Portfolio Management Services (and investments and cash equivalents comprising the Separate Account. The assumption of related expenses) to one or more other parties (each such party, a "Sub-Advisor will provide services under this Agreement Adviser"), pursuant in accordance each case to a written agreement with such Sub-Adviser that meets the Fund’s requirements of Section 15 of the Investment Company Act of 1940 and the rules thereunder, as amended (the "1940 Act") applicable to contracts for service as investment objectiveadviser of a registered investment company (including without limitation the requirements for approval by the trustees of the Trust and the shareholders of the Series), policies and restrictions subject, however, to such exemptions as set forth in the Fund’s (i) registration statement filed with may be granted by the Securities and Exchange Commission in effect on (the date hereof and as amended or supplemented during "Commission"). Any Sub-Adviser may (but need not) be affiliated with the term of this Agreement and (ii) resolutions Manager. If different Sub-Advisers are engaged to provide Portfolio Management Services with respect to different segments of the Board of Trustees applicable to the Fund. The Fund shall provide the Sub-Advisor with written notice of any changes to such objective, policies and restrictions no less than 60 days prior to the effectiveness of any such change. Without limiting the generality portfolio of the foregoingSeries, the Sub-Advisor further agrees that it: (a) will assist Manager shall determine, in determining the manner described in the prospectus of the Series from time to time in effect, what securities and other investments will portion of the assets belonging to the Series shall be purchased, retained or sold for the Separate Account; (b) will manage, in consultation with the Advisor, the Separate Account’s temporary investments in securities, cash and cash equivalents;managed by each Sub-Adviser. (c) will place orders pursuant to The Manager may delegate any or all of its investment determinations for the Separate Account either directly with the issuer or with any broker or dealer; (d) will consult with the Advisor on a continuous basis as to the Fund’s total assets which shall be invested in the Separate Account; (e) will attend either in person or via telephone regular business and investment-related meetings with the Board of Trustees and the Advisor, as requested by the Trust, the Advisor or both; and (f) will maintain books and records responsibilities hereunder with respect to the securities transactions for provision of Administrative Services to one or more other parties (each such party selected and employed by the Separate AccountManager, furnish to an "Administrator"). Any Administrator may (but need not) be affiliated with the Advisor and the Board of Trustees such periodic and special reports as they may reasonably request with respect to the Separate Account, and provide in advance to the Advisor all reports to the Board of Trustees for examination and review within a reasonable time prior to the Board of Trustees’ meetingsManager.

Advisory Services. Subject to the supervision of the Board Trustees, the Manager shall do the following (the “Advisory Services”): manage the investment operations of Trustees the Series and the Advisor, the Sub-Advisor will assist the Advisor in providing a continuous investment program for the Separate Accountcomposition of each Series’ portfolio, including investment research the purchase and management with respect to the securities retention and investments and cash equivalents comprising the Separate Account. The Sub-Advisor will provide services under this Agreement disposition of portfolio securities, in accordance with the Fund’s each Series’ investment objectiveobjectives, policies and restrictions as set forth stated in the FundTrust’s Registration Statement, filed with the SEC subject to the following understandings, provided, however, that the Advisory Services shall not include the services identified on Schedule B and, therefore, such services shall be deemed to be outside the scope of this Agreement: (i) registration statement filed with the Securities and Exchange Commission in effect on the date hereof and as amended or supplemented during the term of this Agreement and (ii) resolutions of the Board of Trustees applicable to the Fund. The Fund Manager shall provide the Sub-Advisor with written notice supervision of any changes to such objective, policies each Series’ investments and restrictions no less than 60 days prior to the effectiveness of any such change. Without limiting the generality of the foregoing, the Sub-Advisor further agrees that it: (a) will assist in determining determine from time to time what securities and other investments will be purchasedmade, retained held or disposed of or what securities will be purchased and retained, sold or loaned by each Series, and what portion of the assets will be invested or held uninvested as cash. (ii) The Manager shall use its best judgment in the performance of its duties under this Agreement. (iii) The Manager, in the performance of its duties and obligations under this Agreement, shall (i) act in conformity with the Declaration of Trust, By-Laws, Prospectus and Statement of Additional Information of the Trust, with the instructions and directions of the Trustees and (ii) conform to and comply with the requirements of the 1940 Act and all other applicable federal and state laws and regulations. (iv) The Manager shall determine the securities to be purchased or sold for the Separate Account; (b) will manage, in consultation with the Advisor, the Separate Account’s temporary investments in securities, cash by each Series and cash equivalents; (c) will place orders pursuant to its investment determinations for with or through such persons, brokers or dealers to carry out the Separate Account either directly with the issuer or with any broker or dealer; (d) will consult with the Advisor on a continuous basis as to the Fund’s total assets which shall be invested in the Separate Account; (e) will attend either in person or via telephone regular business and investment-related meetings with the Board of Trustees and the Advisor, as requested by the Trust, the Advisor or both; and (f) will maintain books and records policy with respect to brokerage as set forth in the securities transactions for Trust’s Prospectus and Statement of Additional Information or as the Separate AccountTrustees may direct from time to time. In providing each Series with investment supervision, furnish the Manager will give primary consideration to securing the Advisor most favorable price and efficient execution. The Manager may also consider the Board of Trustees such periodic financial responsibility, research and special reports as they investment information and other services and research related products provided by brokers or dealers who may reasonably request with respect to the Separate Account, and provide in advance to the Advisor all reports to the Board of Trustees for examination and review within a reasonable time prior to the Board of Trustees’ meetings.effect or be

Advisory Services. Subject to the supervision and approval of the ----------------- Company's Board of Trustees Directors, you will provide investment management of each Fund's portfolio in accordance with such Fund's investment objective, policies and limitations as stated in the AdvisorProspectus as from time to time in effect, and resolutions of the Sub-Advisor Company's Board of Directors of which you will assist the Advisor in providing a continuous investment program for the Separate Accountbe advised. In connection therewith, including you will obtain and provide investment research and management will supervise each Fund's investments and conduct a continuous program of investment, evaluation and, if appropriate, sale and reinvestment of such Fund's assets. In the event that the Company establishes one or more portfolios other than the Funds with respect to which it desires to retain you as investment adviser hereunder, it shall notify you in writing. If you are willing to render such services under this Agreement you shall notify the securities Company in writing, whereupon such portfolio shall become a Fund hereunder and investments shall be subject to the provisions of this Agreement to the same extent as the other Funds except to the extent that said provisions (including those relating to compensation payable by such additional Fund to you as investment adviser) are modified with respect to such additional Fund in writing by you and cash equivalents comprising the Separate AccountCompany at the time. The Sub-Advisor You will provide services comply with all rules and regulations of the Securities and Exchange Commission applicable to you in connection with your performance of this Agreement, and will in addition conduct your activities under this Agreement in accordance with other law, including banking law, applicable to you. You will not make loans for the Fund’s investment objectivepurpose of purchasing or carrying Fund shares, or make interest-bearing loans to the Company. You will place orders for the purchase and sale of portfolio securities and will solicit broker-dealers to execute transactions in accordance with the Funds' policies and restrictions as set forth in the Fund’s (i) registration statement filed with the Securities and Exchange Commission in effect on the date hereof and as amended or supplemented during the term of this Agreement and (ii) resolutions of the Board of Trustees applicable to the Fundregarding brokerage allocations. The Fund shall provide the Sub-Advisor with written notice of any changes to such objective, policies and restrictions no less than 60 days prior to the effectiveness of any such change. Without limiting the generality of the foregoing, the Sub-Advisor further agrees that it: (a) will assist in determining from time to time what securities and other investments will be purchased, retained or sold for the Separate Account; (b) will manage, in consultation with the Advisor, the Separate Account’s temporary investments in securities, cash and cash equivalents; (c) You will place orders pursuant to its your investment determinations determination for the Separate Account Funds either directly with the issuer or with any broker or dealer selected by you. In executing portfolio transactions and selecting brokers or dealers, you will use your reasonable best efforts to seek the most favorable execution of orders, after taking into account all factors you deem relevant, including the breadth of the market in the security, the price of the security, the financial condition and execution capability of the broker or dealer; (d) will consult with , and the Advisor reasonableness of the commission, if any, both for the specific transaction and on a continuous basis as continuing basis. Consistent with this obligation, you may, to the Fund’s total assets which shall be invested in extent permitted by law, purchase and sell portfolio securities to and from brokers and dealers who provide brokerage and research services (within the Separate Account; (emeaning of Section 28(e) will attend either in person or via telephone regular business and investment-related meetings with of the Board Securities Exchange Act of Trustees and the Advisor1934, as requested amended) to or for the benefit of the Funds and/or other accounts over which you or any of your affiliates exercises investment discretion. You are authorized to pay to a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for any Fund which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if you determine in good faith that such commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or your overall responsibilities to the particular Fund and to the Company. In no instance will portfolio securities be purchased from or sold to you, or the Funds' principal underwriter, or any affiliated person thereof except as permitted by the Trust, the Advisor or both; and (f) will maintain books Securities and records with respect to the securities transactions for the Separate Account, furnish to the Advisor and the Board of Trustees such periodic and special reports as they may reasonably request with respect to the Separate Account, and provide in advance to the Advisor all reports to the Board of Trustees for examination and review within a reasonable time prior to the Board of Trustees’ meetingsExchange Commission.

Advisory Services. Subject to You will regularly provide the supervision of the Board of Trustees Fund with such investment advice as you in your discretion deem advisable and the Advisor, the Sub-Advisor will assist the Advisor in providing furnish a continuous investment program for the Separate Account, including investment research and management with respect to the securities and investments and cash equivalents comprising the Separate Account. The Sub-Advisor will provide services under this Agreement in accordance Fund consistent with the Fund’s investment objective, objectives and policies and restrictions as set forth in its then current Prospectus and Statement of Additional Information. You will determine the securities to be purchased for the Fund, the portfolio securities to be held or sold by the Fund and the portion of the Fund’s assets to be held uninvested, subject always to the Fund’s investment objectives, policies and restrictions, as each of the same shall be from time to time in effect, and subject further to such policies and instructions as the Board of Trustees for the Trust (ithe “Board”) registration statement filed may from time to time establish. You will advise and assist the officers of the Trust in taking such steps as are necessary or appropriate to carry out the decisions of the Board and committees of the Board regarding the conduct of the business of the Fund. You also will be responsible for voting proxies with respect to securities held by the Fund and reporting the Fund’s proxy voting record to the Fund’s administrator in the form required by the Securities and Exchange Commission (“SEC”) or its staff on Form N-PX. You may delegate any or all of the responsibilities, rights or duties described in effect this Agreement, with respect to tall or a portio of the Fund, to one or more sub-advisers who shall enter into agreements with you, provided that each sub-adviser and your agreement with such sub-adviser the agreements are approved by the Board including a majority of the Trustees who are not interested persons of you, the sub-adviser or the Trust, cast in person at a meeting called for the purpose of voting on such approval, and, unless exempted by an applicable order of the date hereof and SEC or its staff issued under the Investment Company Act of 1940, as amended (the “1940 Act”) by the SEC or supplemented during the term of this Agreement and (ii) resolutions its staff), by a vote of the Board holders of Trustees applicable to a majority of the outstanding voting securities of the Fund. The Fund Any such delegation shall provide the Sub-Advisor with written notice of not relieve you from any changes to such objective, policies and restrictions no less than 60 days prior to the effectiveness of any such change. Without limiting the generality of the foregoing, the Sub-Advisor further agrees that it: (a) will assist in determining from time to time what securities and other investments will be purchased, retained or sold for the Separate Account; (b) will manage, in consultation with the Advisor, the Separate Account’s temporary investments in securities, cash and cash equivalents; (c) will place orders pursuant to its investment determinations for the Separate Account either directly with the issuer or with any broker or dealer; (d) will consult with the Advisor on a continuous basis as to the Fund’s total assets which shall be invested in the Separate Account; (e) will attend either in person or via telephone regular business and investment-related meetings with the Board of Trustees and the Advisor, as requested by the Trust, the Advisor or both; and (f) will maintain books and records with respect to the securities transactions for the Separate Account, furnish to the Advisor and the Board of Trustees such periodic and special reports as they may reasonably request with respect to the Separate Account, and provide in advance to the Advisor all reports to the Board of Trustees for examination and review within a reasonable time prior to the Board of Trustees’ meetingsliability hereunder.

Advisory Services. (a) Subject to the supervision of the Board of Trustees of the Trust (the “Board”), you will provide or arrange to be provided to the Fund such investment advice as you in your discretion deem advisable and the Advisor, the Sub-Advisor will assist the Advisor in providing furnish or arrange to be furnished a continuous investment program for the Separate Account, including Fund consistent with the Fund’s investment research objective and management with respect policies. You will determine or arrange for others to determine the securities to be purchased for the Fund, the portfolio securities to be held or sold by the Fund and investments and cash equivalents comprising the Separate Account. The Sub-Advisor will provide services under this Agreement in accordance with portion of the Fund’s assets to be held uninvested, subject always to the Fund’s investment objective, policies and restrictions restrictions, as set forth each of the same shall be from time to time in effect, and subject further to such policies and instructions as the Board may from time to time establish. You will furnish such reports, evaluations, information or analyses to the Trust as the Board of Trustees of the Trust may request from time to time or as you may deem to be desirable. You also will advise and assist the officers of the Trust in taking such steps as are necessary or appropriate to carry out the decisions of the Board and the appropriate committees of the Board regarding the conduct of the business of the Trust. You may delegate any of the responsibilities, rights or duties described above to one or more persons, provided you notify the Trust and agree that such delegation does not relieve you from any liability hereunder. In furtherance of and subject to the foregoing, you will have full power and authority on behalf of the Fund, among other matters: (1) to purchase, sell, exchange, trade and otherwise deal in and with securities and other property of the Fund and to loan securities of the Fund; (2) to do any and all acts and exercise all rights with respect to the Fund’s interest in any person, firm, corporation, partnership or other entity, including, without limitation, voting interests of the Underlying Funds (as defined in the Fund’s private offering memorandum (ithe “Memorandum”)); (3) registration statement filed to enter into agreements with the Securities Underlying Funds irrevocably to forego the right to vote interests or shares of the Underlying Funds (as defined in the Memorandum); (4) to enter into agreements with the Underlying Funds that provide for, among other things, the indemnification by the Fund of the Underlying Funds and Exchange Commission the Underlying Fund Managers (as defined in effect the Memorandum) to the same or different extent as provided for in respect of the Adviser, and to terminate such agreements; (5) to borrow from banks or other financial institutions and to pledge Fund assets as collateral therefor, to trade on margin, to exercise or refrain from exercising all rights regarding the Fund’s investments, and to instruct custodians regarding the settlement of transactions, the disbursement of payments to the Fund’s shareholders with respect to repurchases of shares in the Fund, and the payment of Fund expenses; (6) to assist in the calling and conducting of meetings of shareholders at the Fund’s principal office or elsewhere as the Board may determine and to assist the Board in shareholders’ meetings; (7) to engage and terminate such attorneys, accountants and other professional advisers and consultants as the Adviser may deem necessary or advisable in connection with the affairs of the Fund or as may be directed by the Board; (8) as directed by the Board, to commence, defend and conclude any action, suit, investigation or other proceeding that pertains to the Fund or any assets of the Fund; (9) if directed by the Board, to arrange for the purchase of (A) one or more “key man” insurance policies on the date hereof and as amended life of any principal of a member of the Adviser, the benefits of which are payable to the Fund, or supplemented during (B) any insurance covering the term potential liabilities of this Agreement and (ii) resolutions the Fund or relating to the performance of the Board or the Adviser, or any of Trustees applicable their respective principals, trustees, officers, members, employees and agents; and (10) to execute, deliver and perform such contracts, agreements and other undertakings, and to engage in such activities and transactions as are, in the opinion of the Adviser, necessary and appropriate for the conduct of the business of the Fund without the act, vote or approval of any other investors or person. (b) You agree to provide certain management and administrative services to the Fund. The These services provided directly or in the form of assistance to other Fund service providers, shall provide the Sub-Advisor with written notice of any changes to such objective, policies and restrictions no less than 60 days prior to the effectiveness of any such change. Without limiting the generality of the foregoing, the Sub-Advisor further agrees that itinclude: (a1) will assist in determining from time to time what securities the provision of administrative and secretarial, clerical and other investments will personnel as necessary to provide the services required to be purchased, retained or sold for the Separate Accountprovided under this Agreement; (b2) will managethe general supervision of the entities which are retained by the Fund to provide administrative services and custody services to the Fund; (3) the handling of Investor inquiries regarding the Fund and providing investors with information concerning their investment in the Fund; (4) monitoring relations and communications between investors and the Fund; (5) overseeing the drafting or updating of disclosure documents relating to the Fund and assisting in the provision of all offering materials to investors; (6) maintaining and updating Investor information, such as change of address and employment; (7) reviewing any subscription applications or documentation (as defined in consultation the Memorandum) and confirming the receipt of such applications and funds; (8) issuing instruments certifying Investor ownership in the Fund; (9) coordinating and organizing meetings of the Board; (10) preparing materials and reports for use in connection with meetings of the AdvisorBoard; (11) preparing and filing any required tax or information returns; and (12) reviewing and approving all regulatory filings required under applicable law. Notwithstanding your appointment to provide services hereunder, the Separate Account’s temporary investments in securitiesBoard shall remain responsible for supervising the management, cash business and cash equivalents;affairs of the Fund. (c) will place orders pursuant You shall provide at least sixty (60) days prior written notice to its investment determinations the Trust of any change in the ownership or management of USCA Asset Management LLC, or any event or action that may constitute a change in control. You shall also provide prompt notice of any change in the portfolio manager(s) responsible for the Separate Account either directly with the issuer or with any broker or dealer; (d) will consult with the Advisor on a continuous basis as to day-to-day management of the Fund’s total assets which shall be invested in the Separate Account; (e) will attend either in person or via telephone regular business and investment-related meetings with the Board of Trustees and the Advisor, as requested by the Trust, the Advisor or both; and (f) will maintain books and records with respect to the securities transactions for the Separate Account, furnish to the Advisor and the Board of Trustees such periodic and special reports as they may reasonably request with respect to the Separate Account, and provide in advance to the Advisor all reports to the Board of Trustees for examination and review within a reasonable time prior to the Board of Trustees’ meetings.

Advisory Services. Subject to the supervision and approval of the ----------------- Company's Board of Trustees Directors, you will provide investment management of each Fund's portfolio in accordance with such Fund's investment objective, policies and limitations as stated in the AdvisorProspectus as from time to time in effect, and resolutions of the Sub-Advisor Company's Board of Directors of which you will assist the Advisor in providing a continuous investment program for the Separate Accountbe advised. In connection therewith, including you will obtain and provide investment research and management will supervise each Fund's investments and conduct a continuous program of investment, evaluation and, if appropriate, sale and reinvestment of such Fund's assets. You will place orders for the purchase and sale of portfolio securities and will solicit broker-dealers to execute transactions in accordance with the Funds' policies and restrictions regarding brokerage allocations. In the event that the Company establishes one or more portfolios other than the Funds with respect to which it desires to retain you as investment adviser hereunder, it shall notify you in writing. If you are willing to render such services under this Agreement you shall notify the securities Company in writing, whereupon such portfolio shall become a Fund hereunder and investments shall be subject to the provisions of this Agreement to the same extent as the other Funds except to the extent that said provisions (including those relating to compensation payable by such additional Fund to you as investment adviser) are modified with respect to such additional Fund in writing by you and cash equivalents comprising the Separate AccountCompany at the time. The Sub-Advisor You will provide services comply with all Rules and Regulations of the Securities and Exchange Commission applicable to you in connection with your performance of this Agreement, and will in addition conduct your activities under this Agreement in accordance with the Fund’s investment objectiveother law, policies and restrictions as set forth in the Fund’s (i) registration statement filed with the Securities and Exchange Commission in effect on the date hereof and as amended or supplemented during the term of this Agreement and (ii) resolutions of the Board of Trustees including banking law, applicable to you. You will not make loans for the Fund. The purpose of purchasing or carrying Fund shall provide the Subshares, or make interest-Advisor with written notice of any changes to such objective, policies and restrictions no less than 60 days prior bearing loans to the effectiveness of any such changeCompany. Without limiting the generality of the foregoing, the Sub-Advisor further agrees that it: (a) will assist in determining from time to time what securities and other investments will be purchased, retained or sold for the Separate Account; (b) will manage, in consultation with the Advisor, the Separate Account’s temporary investments in securities, cash and cash equivalents; (c) You will place orders pursuant to its your investment determinations determination for the Separate Account Funds either directly with the issuer or with any broker or dealer selected by you. In executing portfolio transactions and selecting brokers or dealers, you will use your reasonable best efforts to seek the most favorable execution of orders, after taking into account all factors you deem relevant, including the breadth of the market in the security, the price of the security, the financial condition and execution capability of the broker or dealer; (d) will consult with , and the Advisor reasonableness of the commission, if any, both for the specific transaction and on a continuous basis as continuing basis. Consistent with this obligation, you may, to the Fund’s total assets extent permitted by law, purchase and sell portfolio securities to and from brokers and dealers who provide brokerage and research services (within the meaning of Section 28(e) of the Securities Exchange Act of 1934) to or for the benefit of the Funds and/or other accounts over which shall you or any of your affiliates exercises investment discretion. You are authorized to pay to a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for any Fund which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if you determine in good faith that such commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or your overall responsibilities to the particular Fund and to the Company. In no instance will portfolio securities be invested in purchased from or sold to you, or the Separate Account; (e) will attend either in Funds' principal underwriter, or any affiliated person or via telephone regular business and investment-related meetings with the Board of Trustees and the Advisor, thereof except as requested permitted by the Trust, the Advisor or both; and (f) will maintain books Securities and records with respect to the securities transactions for the Separate Account, furnish to the Advisor and the Board of Trustees such periodic and special reports as they may reasonably request with respect to the Separate Account, and provide in advance to the Advisor all reports to the Board of Trustees for examination and review within a reasonable time prior to the Board of Trustees’ meetingsExchange Commission.

Advisory Services. Subject to the supervision of the AIP Funds’ Board of Trustees and the AdvisorAdviser, the Sub-Advisor Adviser will assist the Advisor in Adviser hi providing a continuous investment program for the Separate Account, including investment research and management with respect to the securities and investments and cash equivalents comprising the Separate Account. The Sub-Advisor Adviser will provide services under this Agreement in m accordance with the Fund’s investment objective, policies and restrictions as set forth stated in the Fund’s (i) registration statement filed with the Securities Prospectus and Exchange Commission in effect on the date hereof and as amended or supplemented during the term of this Agreement and (ii) resolutions of the AIP Funds’ Board of Trustees applicable to the Fund. The Fund shall provide the Sub-Advisor with written notice of any changes to such objective, policies and restrictions no less than 60 days prior to the effectiveness of any such change. Without limiting the generality of the foregoing, the Sub-Advisor Adviser further agrees that it: (a) will assist in determining from time to time what securities and other investments will be purchased, retained or sold for the Separate Account; (b) will manage, manage in consultation with the Advisor, Adviser the Separate Account’s temporary investments in securities, cash and cash equivalents; (c) will place orders pursuant to its investment determinations for the Separate Account either directly with the issuer or with any broker or dealer; (d) will consult with the Advisor Adviser on a continuous basis as to the Fund’s total assets which shall be invested in the Separate Account; (e) will attend either in person or via telephone regular business and investment-related meetings with the AIP Funds’ Board of Trustees and the Advisor, as Adviser if requested to do so by AIP Funds and/or the Trust, the Advisor or bothAdviser; and (ft) will maintain books and records with respect to the securities transactions for the Separate Account, furnish to the Advisor Adviser and the AIP Funds’ Board of Trustees such periodic and special reports as they may reasonably request with respect to the Separate Account, and provide in advance to the Advisor Adviser all reports to the Board of Trustees for examination and review within a reasonable time prior to the AIP Funds’ Board of Trustees’ meetings.

Advisory Services. Subject to the supervision of the Board of Trustees and the Advisor, the Sub-Advisor will assist the Advisor in providing provide a continuous investment program for the Separate Account, including investment research and management with respect to the securities and investments and cash equivalents comprising the Separate Account. The Sub-Advisor will provide services under this Agreement in accordance with the Fund’s investment objective, policies and restrictions as set forth in the Fund’s (i) registration statement filed with the Securities and Exchange Commission in effect on the date hereof and as amended or supplemented during the term of this Agreement and (ii) resolutions of the Board of Trustees applicable to the Fund. The Fund shall provide the Sub-Advisor with written notice of any changes to such objective, policies and restrictions no less than 60 days prior to the effectiveness of any such change. The Sub-Advisor will at no time be deemed to have custody or physical control of the cash, cash-equivalents, or securities comprising the Separate Account. Without limiting the generality of the foregoing, the Sub-Advisor further agrees that it: (a) will assist manage, in determining consultation with the Advisor, from time to time what securities and other investments will be purchased, retained or sold for the Separate Account; (b) will manage, in consultation with the Advisor, the Separate Account’s temporary investments in securities, cash and cash equivalents; (c) will place orders pursuant to its investment determinations for the Separate Account either directly with the issuer or with any broker or dealer; (d) will consult with the Advisor on a continuous basis as to the Fund’s total assets which shall be invested in the Separate Account; (e) will attend either in person or via telephone regular business and investment-related meetings with the Board of Trustees and the Advisor, as requested by the Trust, the Advisor or both; and (f) will maintain books and records with respect to the securities transactions for the Separate AccountAccount in accordance with applicable law, furnish to the Advisor and the Board of Trustees such periodic and special reports as they may reasonably request with respect to the Separate Account, and provide in advance to the Advisor all reports to the Board of Trustees for examination and review within a reasonable time prior to the Board of Trustees’ meetings.

Advisory Services. Subject to the supervision of the Board of Trustees and the Advisor, the Sub-Advisor Trader will assist the Advisor in providing a continuous investment program for that portion of the Fund’s assets allocated to the Trader’s HTA Separate AccountTrading Account including, including investment research and management with respect to the securities commodity interests, including, futures contracts, options on futures contracts, forward contracts or commodities, and investments and cash equivalents comprising the Separate Accountswaps (“Commodity Interests”). The Sub-Advisor Trader will provide services under this Agreement in accordance with the Fund’s investment objective, policies and restrictions as set forth in the Fund’s (i) registration statement filed with the Securities and Exchange Commission (the “SEC”) in effect on the date hereof and as amended or supplemented during the term of this Agreement and (ii) resolutions of the Board of Trustees applicable to the Fund. The Fund shall provide the Sub-Advisor Trader with written notice of any changes to such objective, policies and restrictions no less than 60 days prior to the effectiveness of any such change. Without limiting the generality of the foregoing, the Sub-Advisor Trader further agrees that it: (a) will assist in determining from time to time what securities and other investments Commodity Interests will be purchased, retained or sold for the its HTA Separate Trading Account; (b) will manage, in consultation with the Advisor, the Separate Account’s temporary investments in securities, cash and cash equivalents; (c) will place orders pursuant to its investment determinations for the its HTA Separate Trading Account either directly with the issuer or with any broker or dealerfutures commission merchant Trader so chooses; provided however, the orders are settled with a futures commission merchant with which the Fund has an account; (d) will consult with the Advisor on a continuous basis as to the Fund’s total assets which shall be invested in the Separate Account; (ec) will attend either in person or via telephone regular business and investment-related meetings with the Board of Trustees and the Advisor, as requested by the Trust, the Advisor or both; and (fd) will maintain books and records with respect to the securities transactions for the Commodity Interests held in its HTA Separate Trading Account, furnish to the Advisor and the Board of Trustees such periodic and special reports as they may reasonably request with respect to the its HTA Separate Account, Trading Account and provide in advance to the Advisor all reports to the Board of Trustees for examination and review within a reasonable time prior to the Board of Trustees’ meetings.

Advisory Services. Subject to the supervision of the Board of Trustees and the AdvisorAdviser, the Sub-Advisor Adviser will assist the Advisor in providing provide a continuous investment program for the Separate AccountFund, including investment research and management with respect to the securities and investments and cash equivalents comprising of the Separate AccountFund. The Sub-Advisor Adviser will provide services under this Agreement in accordance with the Fund’s investment objective, policies and restrictions as set forth in the FundTrust’s (i) registration statement filed with the Securities and Exchange Commission (the “SEC”) declared effective on or about December 31, 2013, and in effect on the date hereof and as amended or supplemented during the term of this Agreement and (ii) resolutions of the Board of Trustees applicable to the Fund, in each case as provided to the Sub-Adviser by the Adviser or the Fund. The Fund shall provide the Sub-Advisor Adviser with written notice of any changes to such objective, policies and restrictions no less than 60 days prior to the effectiveness of any such change. Without limiting the generality of the foregoing, the Sub-Advisor Adviser further agrees that it: (a) will assist in determining from time to time determine what securities and other investments will be purchased, retained or sold for the Separate AccountFund; (b) will manage, in consultation with the AdvisorAdviser, the Separate AccountFund’s temporary investments in securities, cash and cash equivalents; (c) will place orders pursuant to its investment determinations for the Separate Account Fund either directly with the issuer or with any broker or dealer; (d) will consult with the Advisor Adviser on a continuous basis as to the Fund’s total assets which shall be invested in by the Separate AccountSub-Adviser; (e) will attend either in person or via telephone regular business and investment-related meetings with the Board of Trustees and the AdvisorAdviser, as requested by the Trust, the Advisor Adviser or both; and; (f) will maintain books and records with respect to the securities transactions for the Separate AccountFund, furnish to the Advisor Adviser and the Board of Trustees such periodic and special reports as they may reasonably request with respect to the Separate AccountFund, and provide in advance to the Advisor Adviser all reports to the Board of Trustees for examination and review within a reasonable time prior to the Board of Trustees’ meetings.

Advisory Services. Subject to the supervision ----------------- and approval of the Company's Board of Trustees Directors, you will provide investment management of each Fund's portfolio in accordance with such Fund's investment objective, policies and limitations as stated in the AdvisorProspectus as from time to time in effect, and resolutions of the Sub-Advisor Company's Board of Directors of which you will assist the Advisor in providing a continuous investment program for the Separate Accountbe advised. In connection therewith, including you will obtain and provide investment research and management will supervise each Fund's investments and conduct a continuous program of investment, evaluation and, if appropriate, sale and reinvestment of such Fund's assets. You will place orders for the purchase and sale of portfolio securities and will solicit broker-dealers to execute transactions in accordance with the Funds' policies and restrictions regarding brokerage allocations. In the event that the Company establishes one or more portfolios other than the Funds with respect to which it desires to retain you as investment adviser hereunder, it shall notify you in writing. If you are willing to render such services under this Agreement you shall notify the securities Company in writing, whereupon such portfolio shall become a Fund hereunder and investments shall be subject to the provisions of this Agreement to the same extent as the other Funds except to the extent that said provisions (including those relating to compensation payable by such additional Fund to you as investment adviser) are modified with respect to such additional Fund in writing by you and cash equivalents comprising the Separate AccountCompany at the time. The Sub-Advisor You will provide services comply with all Rules and Regulations of the Securities and Exchange Commission applicable to you in connection with your performance of this Agreement, and will in addition conduct your activities under this Agreement in accordance with the Fund’s investment objectiveother law, policies and restrictions as set forth in the Fund’s (i) registration statement filed with the Securities and Exchange Commission in effect on the date hereof and as amended or supplemented during the term of this Agreement and (ii) resolutions of the Board of Trustees including banking law, applicable to you. You will not make loans for the Fund. The purpose of purchasing or carrying Fund shall provide the Subshares, or make interest-Advisor with written notice of any changes to such objective, policies and restrictions no less than 60 days prior bearing loans to the effectiveness of any such changeCompany. Without limiting the generality of the foregoing, the Sub-Advisor further agrees that it: (a) will assist in determining from time to time what securities and other investments will be purchased, retained or sold for the Separate Account; (b) will manage, in consultation with the Advisor, the Separate Account’s temporary investments in securities, cash and cash equivalents; (c) You will place orders pursuant to its your investment determinations determination for the Separate Account Funds either directly with the issuer or with any broker or dealer selected by you. In executing portfolio transactions and selecting brokers or dealers, you will use your reasonable best efforts to seek the most favorable execution of orders, after taking into account all factors you deem relevant, including the breadth of the market in the security, the price of the security, the financial condition and execution capability of the broker or dealer; (d) will consult with , and the Advisor reasonableness of the commission, if any, both for the specific transaction and on a continuous basis as continuing basis. Consistent with this obligation, you may, to the Fund’s total assets extent permitted by law, purchase and sell portfolio securities to and from brokers and dealers who provide brokerage and research services (within the meaning of Section 28(e) of the Securities Exchange Act of 1934) to or for the benefit of the Funds and/or other accounts over which shall you or any of your affiliates exercises investment discretion. You are authorized to pay to a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for any Fund which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if you determine in good faith that such commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or your overall responsibilities to the particular Fund and to the Company. In no instance will portfolio securities be invested in purchased from or sold to you, or the Separate Account; (e) will attend either in Funds' principal underwriter, or any affiliated person or via telephone regular business and investment-related meetings with the Board of Trustees and the Advisor, thereof except as requested permitted by the Trust, the Advisor or both; and (f) will maintain books Securities and records with respect to the securities transactions for the Separate Account, furnish to the Advisor and the Board of Trustees such periodic and special reports as they may reasonably request with respect to the Separate Account, and provide in advance to the Advisor all reports to the Board of Trustees for examination and review within a reasonable time prior to the Board of Trustees’ meetingsExchange Commission.

Advisory Services. Subject to the supervision of the Board of Trustees and the Advisor, the Sub-Advisor will assist the Advisor in providing provide a continuous investment program for the Separate Account, including conducting investment research and management with respect to the securities and investments and cash equivalents comprising the Separate Account. The Sub-Advisor will provide services under this Agreement in accordance with the Fund’s investment objective, policies and restrictions as set forth in the Fund’s (i) registration statement filed with the Securities and Exchange Commission SEC in effect on the date hereof and as amended or supplemented during the term of this Agreement and (ii) resolutions of the Board of Trustees applicable to the Fund. The Fund shall provide the Sub-Advisor with written notice of any changes to such objective, policies and restrictions no less than 60 days prior to the effectiveness of any such change. Without limiting the generality of the foregoing, the Sub-Advisor further agrees that it: (a) will assist in determining determine from time to time what securities and other investments will be purchased, retained or sold for the Separate Account; (b) will manage, in consultation with the Advisor, the Separate Account’s temporary investments in securities, cash and cash equivalents; (c) will place orders pursuant to its investment determinations for the Separate Account either directly with the issuer or with any broker or dealer; (d) will consult with the Advisor on a continuous basis as to the Fund’s total assets which shall be invested in the Separate Account; (e) will attend either in person or via telephone regular business and investment-related meetings with the Board of Trustees and the Advisor, as reasonably requested by the Trust, the Advisor or both; and (f) will maintain books and records with respect to the securities transactions for the Separate AccountAccount as required by applicable law, furnish to the Advisor and the Board of Trustees such periodic and special reports as they may reasonably request with respect to the Separate Account, and provide in advance to the Advisor all reports to the Board of Trustees for examination and review within a reasonable time prior to the Board of Trustees’ meetings.

Advisory Services. Subject The Fund hereby appoints the Adviser to act as investment adviser to the Fund with respect to the portfolio assets belonging to the classes of the Fund's common stock, $.001 par value ("Fund Shares"), known as the class of Short-Term Liquidity Portfolio Shares, the class of Intermediate-Term Liquidity Portfolio Shares, the class of Mortgage Securities Performance Portfolio Shares and the class of Corporate Bond Portfolio Shares for the period and on the terms set forth in this Agreement. The Adviser accepts such appointment and agrees to render the services herein set forth, for the compensation herein provided. The Fund, at its option, may also appoint the Adviser to act as investment adviser to the Fund hereunder with respect to the portfolio assets belonging to any other class from time to time created of Fund Shares, but the Adviser shall not be required to accept any such appointment. The Fund's classes of Short-Term Liquidity Portfolio Shares, Intermediate-Term Liquidity Portfolio Shares, Mortgage Securities Performance Portfolio Shares and Corporate Bond Portfolio Shares, together with any other class or classes of Fund Shares with respect to which the Adviser accepts an appointment hereunder as investment adviser, are hereinafter referred to collectively as "Portfolios" and individually as a "Portfolio." Adviser shall furnish investment research and advice to the Fund and shall manage the investment and reinvestment of the assets of the Portfolios and its business affairs and matters incidental thereto, all subject to the supervision of the Board of Trustees and the Advisor, the Sub-Advisor will assist the Advisor in providing a continuous investment program for the Separate Account, including investment research and management with respect to the securities and investments and cash equivalents comprising the Separate Account. The Sub-Advisor will provide services under this Agreement in accordance with Directors of the Fund’s investment objective, policies and restrictions as set forth in provisions of the Fund’s (i) registration statement filed with the Securities Amended and Exchange Commission in effect on the date hereof and Restated Articles of Incorporation, as amended or supplemented during supplemented, and By-laws of the term of this Agreement Fund and (ii) resolutions of any resolutions, rules or regulations adopted by the Board of Trustees applicable Directors of the Fund. Adviser shall for all purposes herein provided be deemed to be an independent contractor and shall, unless otherwise expressly provided herein or authorized by the Board of Directors of the Fund from time to time, have no authority to act for or represent the Fund in any way or otherwise be deemed an agent for the Fund. The Fund shall also be free to retain, at its own expense, 2 other persons to provide the Sub-Advisor with written notice of any changes to such objective, policies and restrictions no less than 60 days prior to the effectiveness of any such change. Without limiting the generality of the foregoing, the Sub-Advisor further agrees that it: (a) will assist in determining from time to time what securities and other investments will be purchased, retained or sold for the Separate Account; (b) will manage, in consultation with the Advisor, the Separate Account’s temporary investments in securities, cash and cash equivalents; (c) will place orders pursuant to its investment determinations for the Separate Account either directly with the issuer or it with any broker services whatsoever including, but not limited to, statistical, factual or dealer; (d) will consult with the Advisor on a continuous basis as technical information or advice. The services of Adviser herein provided are not to the Fund’s total assets which be deemed exclusive and Adviser shall be invested in the Separate Account; (e) will attend either in person free to render similar services or via telephone regular business and investment-related meetings with the Board of Trustees and the Advisor, as requested by the Trust, the Advisor or both; and (f) will maintain books and records with respect other services to the securities transactions for the Separate Account, furnish to the Advisor and the Board of Trustees such periodic and special reports as they may reasonably request with respect to the Separate Account, and provide in advance to the Advisor all reports to the Board of Trustees for examination and review within a reasonable time prior to the Board of Trustees’ meetingsothers.

Advisory Services. Subject to the supervision of the Trust’s Board of Trustees and the AdvisorAdviser, the Sub-Advisor Adviser will assist the Advisor Adviser in providing a continuous investment program for the Separate Account, including investment research and management with respect to the securities and investments and cash equivalents comprising the Separate Account. The Sub-Advisor Adviser will provide services under this Agreement in accordance with the Fund’s investment objective, policies and restrictions as set forth stated in the Fund’s (i) registration statement filed with the Securities Prospectus and Exchange Commission in effect on the date hereof and as amended or supplemented during the term of this Agreement and (ii) resolutions of the Trust’s Board of Trustees applicable to the Fund. The Fund shall provide the Sub-Advisor with written notice of any changes to such objective, policies and restrictions no less than 60 days prior to the effectiveness of any such change. Without limiting the generality of the foregoing, the Sub-Advisor Adviser further agrees that it: (a) will assist in determining from time to time what securities and other investments will be purchased, retained or sold for the Separate Account; (b) will manage, manage in consultation with the Advisor, Adviser the Separate Account’s temporary investments in securities, cash and cash equivalents; (c) will place orders pursuant to its investment determinations for the Separate Account either directly with the issuer or with any broker or dealer; (d) will consult with the Advisor Adviser on a continuous basis as to the Fund’s total assets which shall be invested in the Separate Account; (e) will attend either in person or via telephone regular business and investment-related meetings with the Trust’s Board of Trustees and the Advisor, as Adviser if reasonably requested to do so by the Trust, Trust and/or the Advisor or bothAdviser; and (f) will maintain books and records with respect to the securities transactions for the Separate Account, furnish to the Advisor Adviser and the Trust’s Board of Trustees such periodic and special reports as they may reasonably request with respect to the Separate Account, and provide in advance to the Advisor Adviser all reports to the Board of Trustees for examination and review within a reasonable time prior to the Trust’s Board of Trustees’ meetings.

Advisory Services. Subject to the supervision of the Trust’s Board of Trustees and the Advisor, the Sub-Advisor will assist the Advisor in providing a continuous investment program for the Separate Account, including investment research and management with respect to the securities and investments in cash and cash equivalents comprising the Separate Account. The Sub-Advisor will provide services under this Agreement in accordance with the Fund’s investment objective, policies and restrictions as set forth stated in the Fund’s (i) registration statement filed with the Securities Prospectus and Exchange Commission in effect on the date hereof and as amended or supplemented during the term of this Agreement and (ii) resolutions of the Trust’s Board of Trustees applicable to the FundFund and the Sub-Advisor’s services. The Fund shall provide the Sub-Advisor with written notice of any changes to such objective, policies and restrictions no less than 60 days prior to the effectiveness of any such change. Without limiting the generality of the foregoing, the Sub-Advisor further agrees that it: (a) will assist in determining from time to time what securities and other investments will be purchased, retained or sold for the Separate Account; (b) will manage, manage in consultation with the Advisor, Advisor the Separate Account’s temporary investments in securities, cash and cash equivalents; (c) will place orders pursuant to its investment determinations for the Separate Account either directly with the issuer or with any broker or dealer; (d) will consult with the Advisor on a continuous basis as to the Fund’s total assets which shall be invested in the Separate Account; (e) will attend either in person or via telephone regular business and investment-related meetings with the Trust’s Board of Trustees and the Advisor, as Advisor if requested to do so by the Trust, Trust and/or the Advisor or bothAdvisor; and (f) will maintain books and records with respect to the securities transactions for the Separate Account, furnish to the Advisor and the Trust’s Board of Trustees such periodic and special reports as they may reasonably request with respect to the Separate Account, and provide in advance to the Advisor all reports to the Board of Trustees for examination and review within a reasonable time prior to the Trust’s Board of Trustees’ meetings.

Advisory Services. Subject to the supervision of the AIP Funds’ Board of Trustees and the AdvisorAdviser, the Sub-Advisor Adviser will assist the Advisor Adviser in providing a continuous investment program for the Separate Account, including investment research and management with respect to the securities and investments and cash equivalents comprising the Separate Account. The Sub-Advisor Adviser will provide services under this Agreement in accordance with the Fund’s investment objective, policies and restrictions as set forth stated in the Fund’s (i) registration statement filed with the Securities Prospectus and Exchange Commission in effect on the date hereof and as amended or supplemented during the term of this Agreement and (ii) resolutions of the AIP Funds’ Board of Trustees applicable to the Fund. The Fund shall provide the Sub-Advisor with written notice of any changes to such objective, policies and restrictions no less than 60 days prior to the effectiveness of any such change. Without limiting the generality of the foregoing, the Sub-Advisor Adviser further agrees that it: (a) will assist in determining from time to time what securities and other investments will be purchased, retained or sold for the Separate Account; (b) will manage, manage in consultation with the Advisor, Adviser the Separate Account’s temporary investments in securities, cash and cash equivalents; (c) will place orders pursuant to its investment determinations for the Separate Account either directly with the issuer or with any broker or dealer; (d) will consult with the Advisor Adviser on a continuous basis as to the Fund’s total assets which shall be invested in the Separate Account; (e) will attend either in person or via telephone regular business and investment-related meetings with the AIP Funds’ Board of Trustees and the Advisor, as Adviser if requested to do so by AIP Funds and/or the Trust, the Advisor or bothAdviser; and (ft) will maintain books and records with respect to the securities transactions for the Separate Account, furnish to the Advisor Adviser and the AIP Funds’ Board of Trustees such periodic and special reports as they may reasonably request with respect to the Separate Account, and provide in advance to the Advisor Adviser all reports to the Board of Trustees for examination and review within a reasonable time prior to the AIP Funds’ Board of Trustees’ meetings.

Advisory Services. Subject to the supervision and approval of ----------------- the Company's Board of Directors, you will provide investment management of the Fund's portfolio in accordance with the Fund's investment objective, policies and limitations as stated in the Prospectus as from time to time in effect, and resolutions of the Company's Board of Trustees Directors of which you will be advised. In connection therewith, you will obtain and the Advisor, the Sub-Advisor will assist the Advisor in providing a continuous investment program for the Separate Account, including provide investment research and management with respect to will supervise the Fund's investments and conduct a continuous program of investment, evaluation and, if appropriate, sale and reinvestment of the Fund's assets. You will place orders for the purchase and sale of portfolio securities and investments will solicit broker-dealers to execute transactions in accordance with the Fund's policies and cash equivalents comprising restrictions regarding brokerage allocations. You will comply with all Rules and Regulations of the Separate Account. The Sub-Advisor Securities and Exchange Commission applicable to you in connection with your performance of this Agreement, and will provide services in addition conduct your activities under this Agreement in accordance with the Fund’s investment objectiveother law, policies and restrictions as set forth in the Fund’s (i) registration statement filed with the Securities and Exchange Commission in effect on the date hereof and as amended or supplemented during the term of this Agreement and (ii) resolutions of the Board of Trustees including banking law, applicable to you. You will not make loans for the Fund. The purpose of purchasing or carrying Fund shall provide the Subshares, or make interest-Advisor with written notice of any changes to such objective, policies and restrictions no less than 60 days prior bearing loans to the effectiveness of any such changeCompany. Without limiting the generality of the foregoing, the Sub-Advisor further agrees that it: (a) will assist in determining from time to time what securities and other investments will be purchased, retained or sold for the Separate Account; (b) will manage, in consultation with the Advisor, the Separate Account’s temporary investments in securities, cash and cash equivalents; (c) You will place orders pursuant to its your investment determinations determination for the Separate Account Fund either directly with the issuer or with any broker or dealer selected by you. In executing portfolio transactions and selecting brokers or dealers, you will use your reasonable best efforts to seek the most favorable execution of orders, after taking into account all factors you deem relevant, including the breadth of the market in the security, the price of the security, the financial condition and execution capability of the broker or dealer; (d) will consult with , and the Advisor reasonableness of the commission, if any, both for the specific transaction and on a continuous basis as continuing basis. Consistent with this obligation, you may, to the extent permitted by law, purchase and sell portfolio securities to and from brokers and dealers who provide brokerage and research services (within the meaning of Section 28(e) of the Securities Exchange Act of 1934) to or for the benefit of the Fund and/or other accounts over which you or any of your affiliates exercisers investment discretion. You are authorized to pay to 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 you determine in good faith that such commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or your overall responsibilities to the Fund and to the Company. In no instance will portfolio securities be purchased from or sold to you, or the Fund’s total assets which shall be invested in the Separate Account; (e) will attend either in 's principal underwriter, or any affiliated person or via telephone regular business and investment-related meetings with the Board of Trustees and the Advisor, thereof except as requested permitted by the Trust, the Advisor or both; and (f) will maintain books Securities and records with respect to the securities transactions for the Separate Account, furnish to the Advisor and the Board of Trustees such periodic and special reports as they may reasonably request with respect to the Separate Account, and provide in advance to the Advisor all reports to the Board of Trustees for examination and review within a reasonable time prior to the Board of Trustees’ meetingsExchange Commission.

Advisory Services. Subject to the supervision of the Trust’s Board of Trustees and the AdvisorAdviser, the Sub-Advisor Adviser will assist the Advisor Adviser in providing a continuous investment program for the Separate Account, including investment research and management with respect to the securities and investments and cash equivalents comprising the Separate Account. The Sub-Advisor Adviser will provide services under this Agreement in accordance with the Fund’s investment objective, policies and restrictions as set forth stated in the Fund’s (i) registration statement filed with prospectus a copy of which has been provided to the Securities and Exchange Commission in effect on Sub-Adviser prior to the date hereof and as amended or supplemented during the term of this Agreement (collectively with any amendments thereto provided to the Sub-Adviser, the “Prospectus”), and (ii) resolutions of the Trust’s Board of Trustees applicable to the Fund. The Fund shall provide the Sub-Advisor with written notice of any changes to such objective, policies and restrictions no less than 60 days prior to the effectiveness of any such change. Without limiting the generality of the foregoing, the Sub-Advisor Adviser further agrees that it: (a) will assist in determining from time to time what securities and other investments will be purchased, retained or sold for the Separate Account; (b) will manage, manage in consultation with the Advisor, Adviser the Separate Account’s temporary investments in securities, cash and cash equivalents; (c) will place orders pursuant to its investment determinations for the Separate Account either directly with the issuer or with any broker or dealer; (d) will consult with the Advisor on a continuous basis Adviser as to the Fund’s total assets which shall be invested in the Separate Account; (e) will attend either in person or via telephone regular business and investment-related meetings with the Trust’s Board of Trustees and the Advisor, Adviser as requested mutually agreed to by the Trust, the Advisor or bothparties; and (f) will maintain books and records with respect to the securities transactions for the Separate Account, furnish to the Advisor Adviser and the Trust’s Board of Trustees such periodic and special reports as they may reasonably request with respect to the Separate Account, and provide in advance to the Advisor Adviser all reports to the Board of Trustees for examination and review within a reasonable time prior to the Trust’s Board of Trustees’ meetings.

Advisory Services. Subject to the supervision of the Board of Trustees and the Advisor, the Sub-Advisor will assist the Advisor in providing a continuous investment program for the Separate Account, including investment research and management with respect to the securities and investments and cash equivalents comprising the Separate Account. The Sub-Advisor will provide services under this Agreement in accordance with the Fund’s investment objective, policies and restrictions as set forth in the Fund’s (i) registration statement filed with the Securities and Exchange Commission in effect on the date hereof and as amended or supplemented during the term of this Agreement (the “Registration Statement”) and (ii) resolutions of the Board of Trustees applicable to the Fund, to the extent provided to the Sub-Advisor by the Adviser. The Fund shall provide the Sub-Advisor with written notice of any changes to such objective, policies and restrictions no less than 60 days prior to the effectiveness of any such change. Without limiting the generality of the foregoing, the Sub-Advisor further agrees agrees, and the Advisor and the Trust acknowledge and agree, that itthe Sub-Advisor: (a) will assist in determining determine from time to time what securities and other investments will be purchased, retained or sold for the Separate Account; (b) will manage, in consultation with the Advisor, the Separate Account’s temporary investments in securities, cash and cash equivalents; (c) will place orders pursuant to its investment determinations for the Separate Account either directly with the issuer or with any broker counterparty, broker, dealer or dealerother financial institution agreed to by both the Advisor and the Sub-Advisor (“Approved Counterparty”); (d) will consult with the Advisor on a continuous regular basis as to the amount of the Fund’s total assets which shall that will be invested in the Separate Account; (e) will attend either in person or via telephone regular business and investment-related meetings with the Board of Trustees and the Advisor, as reasonably requested by the Trust, the Advisor or both, provided that reasonable advance notice of such meetings shall be provided by the Advisor to the Sub-Advisor,; and (f) will maintain books and records with respect to the securities transactions for the Separate Account, furnish to the Advisor and the Board of Trustees such periodic and special reports as they may reasonably request with respect to the Separate Account, and provide in advance to the Advisor all reports reasonably requested to the Board of Trustees for examination and review within a reasonable time prior to the Board of Trustees’ meetings.

Advisory Services. Subject to You will regularly provide the supervision Fund with advice concerning the investment management of that portion of the Board of Trustees and the AdvisorFund's assets that are allocated to you, the Sub-Advisor will assist the Advisor in providing a continuous investment program for the Separate Account, including investment research and management with respect to the securities and investments and cash equivalents comprising the Separate Account. The Sub-Advisor will provide services under this Agreement in accordance which advice shall be consistent with the Fund’s investment objective, objectives and policies and restrictions of the Fund as set forth in the Fund’s (i) registration statement filed 's Prospectus and Statement of Additional Information and, if consistent therewith, any investment guidelines or other instructions received in writing from the Adviser, such services to exclude the voting of proxies and the filing of proofs of claims with respect to class action settlements. The Board of Trustees or the Adviser may, from time to time, make additions to and withdrawals from the assets of the Fund allocated to you. You will determine what securities shall be purchased for such portion of the Fund's assets, what securities shall be held or sold by such portions of the Fund's assets, and what portion of such assets shall be held uninvested, subject always to the provisions of the Trust's Declaration of Trust and By-Laws, and to the investment objectives, policies and restrictions of the Fund, as each of the same shall be from time to time in effect as set forth in the Fund's Prospectus and Statement of Additional Information, or any investment guidelines or other instructions received in writing from the Adviser, and subject, further, to such policies and instructions as the Board of Trustees may from time to time establish and deliver to you in writing, it being understood that you shall have no responsibility for any changes in the above until such time as you shall receive actual notice in writing from the Adviser. In accordance with paragraph 5 hereof, you or your agent shall arrange for the placing of all orders for the purchase and sale of portfolio securities with brokers or dealers selected by you for that portion of the Fund's assets for which you serve as sub-investment adviser. The Adviser shall provide you with written statements of the Declaration of Trust; the By-Laws; the Fund's written investment objectives and policies; the Prospectus and Statement of Additional Information and instructions, as in effect from time to time; and you shall have no responsibility for actions taken in reliance on any such documents. Consistent with the Securities standard of care described in paragraph 6 hereof, you will seek to conform your conduct to and Exchange Commission in effect on will seek to ensure that your management of the date hereof portion of the Fund's assets allocated to you complies with, the Investment Company Act and Investment Advisers Act and all rules and regulations thereunder, the requirements for qualification of the Fund as a regulated investment company under Subchapter M of the Internal Revenue Code of 1986, as amended (the "Code"), all other applicable federal and state laws and regulations, and with the provisions of the Fund's Registration Statement as amended or supplemented during under the term Securities Act of this Agreement 1933, as amended, and (ii) resolutions the Investment Company Act. Consistent with the standard of care described in paragraph 6 hereof, you shall maintain written compliance policies and procedures that you reasonably believe are adequate to ensure the Fund's compliance with the foregoing and that are reasonably designed to prevent yourself and the Fund from violating applicable federal securities laws. You agree to provide the Trust and the Adviser with such reports and certifications and with such access to your officers and employees that the Trust or Adviser may reasonably request for the purpose of assessing the adequacy of your compliance policies and procedures. You agree to notify the Adviser immediately upon detection of any material breach of any of the Board Fund's policies, guidelines or procedures and of Trustees any violation of any applicable law or regulation, including the Investment Company Act and Subchapter M of the Code, relating to that portion of the Fund's assets NORTHPOINTE CAPITAL, LLC HARBOR SMALL COMPANY GROWTH FUND FEBRUARY 1, 2006 allocated to you. You also agree to notify us promptly upon detection of any material violations of your compliance policies and procedures that relate to the Fund or your activities as an investment adviser generally, such as when the violation could be considered material to your advisory clients. You shall keep the Fund. The Fund 's books and records to be maintained by you and shall provide the Sub-Advisor with written notice of any changes to such objective, policies and restrictions no less than 60 days prior timely furnish to the effectiveness of any such change. Without limiting Adviser all information relating to your services hereunder reasonably needed by the generality Adviser to keep the other books and records of the foregoing, Fund required by Rule 31a-1 under the Sub-Advisor further agrees Investment Company Act. You agree that it: (a) will assist in determining from time to time what securities and other investments will be purchased, retained or sold all records which you maintain for the Separate Account; (b) Fund are the property of the Fund and you shall surrender promptly and without any charge to the Fund any of such records required to be maintained by you. In the performance of your duties hereunder, you are and shall be an independent contractor and unless otherwise expressly provided herein or otherwise authorized in writing, shall have no authority to act for or represent the Trust or the Fund in any way or otherwise be deemed to be an agent of the Trust or the Fund or of the Adviser. You will manage, in consultation make your officers and employees available to meet with the Advisor, the Separate Account’s temporary investments in securities, cash and cash equivalents; (c) will place orders pursuant to its investment determinations for the Separate Account either directly with the issuer or with any broker or dealer; (d) will consult with the Advisor on a continuous basis as to the Fund’s total assets which shall be invested in the Separate Account; (e) will attend either in person or via telephone regular business and investment-related meetings with the Board of Trustees and the AdvisorTrust's or Adviser's officers at least quarterly on due notice to review the investments and investment program of the portion of the Fund's assets allocated to you in light of current and prospective economic and market conditions. Nothing in this Agreement shall limit or restrict the right of any of your directors, as requested by the Trust, the Advisor officers and employees to engage in any other business or both; and (f) will maintain books to devote his or her time and records with respect attention in part to the securities transactions for the Separate Accountmanagement or other aspects of any business, furnish whether of a similar or a dissimilar nature, nor limit or restrict your right to the Advisor and the Board engage in any other business or to render service of Trustees such periodic and special reports any kind to any other corporation, firm, individual or association, except as they may reasonably request with respect to the Separate Account, and provide specifically prescribed in advance to the Advisor all reports to the Board of Trustees for examination and review within a reasonable time prior to the Board of Trustees’ meetingsSection 4 hereof.

Advisory Services. Subject to the supervision of the Board of Trustees and the Advisor, the Sub-Advisor will assist the Advisor in providing provide a continuous investment program for the Separate Account, including conducting investment research and management with respect to the securities and investments and cash equivalents comprising the Separate Account. The Sub-Advisor will provide services under this Agreement in accordance with the Fund’s investment objective, policies and restrictions as set forth in the Fund’s (i) registration statement filed with the Securities and Exchange Commission SEC in effect on the date hereof and as amended or supplemented during the term of this Agreement and (ii) resolutions of the Board of Trustees applicable to the Fund. The Fund shall provide the Sub-Advisor with written notice of any changes to such objective, policies and restrictions no less than 60 days prior to the effectiveness of any such change. Without limiting the generality of the foregoing, the Sub-Advisor further agrees that it: (a) will assist in determining determine from time to time what securities and other investments will be purchased, retained or sold for the Separate Account; (b) will manage, in consultation with the Advisor, the Separate Account’s temporary investments in securities, cash and cash equivalents; (c) will place orders pursuant to its investment determinations for the Separate Account either directly with the issuer or with any broker or dealer; (d) will consult with the Advisor on a continuous basis as to the Fund’s total assets which shall be invested in the Separate Account; (e) will attend either in person or via telephone regular business and investment-related meetings with the Board of Trustees and the Advisor, as reasonably requested by the Trust, the Advisor or both; and (f) will maintain books and records with respect to the securities transactions for the Separate Account, as required by applicable law, furnish to the Advisor and the Board of Trustees such periodic and special reports as they may reasonably request with respect to the Separate Account, and provide in advance to the Advisor all reports to the Board of Trustees for examination and review within a reasonable time prior to the Board of Trustees’ meetings.

Advisory Services. Subject to You will regularly provide the supervision of the Board of Trustees Fund with such investment advice as you in your discretion deem advisable and the Advisor, the Sub-Advisor will assist the Advisor in providing furnish a continuous investment program for the Separate Account, including investment research and management with respect to the securities and investments and cash equivalents comprising the Separate Account. The Sub-Advisor will provide services under this Agreement in accordance Fund consistent with the Fund’s investment objective, objectives and policies and restrictions as set forth in its then current Prospectus and Statement of Additional Information. You will determine the holdings to be purchased for the Fund, the portfolio holdings to be held or sold by the Fund and the portion of the Fund’s assets to be held uninvested, subject always to the Fund’s investment objectives, policies and restrictions, as each of the same shall be from time to time in effect, and subject further to such policies and instructions as the Board of Trustees for the Trust (ithe “Board”) registration statement filed may from time to time establish. You will advise and assist the officers of the Trust in taking such steps as are necessary or appropriate to carry out the decisions of the Board and committees of the Board regarding the conduct of the business of the Fund. You also will be responsible for voting proxies with respect to securities held by the Fund, or delegating such proxy voting responsibilities to appropriate sub-advisers to the Fund, and reporting the Fund’s proxy voting record to the Fund’s administrator in the form required by the Securities and Exchange Commission (“SEC”) or its staff on Form N-PX. The Adviser’s investment authority shall include the authority to purchase and sell securities, and cover open positions, and generally to deal in effect securities, swaps (including but not limited to interest rate swaps and credit default swaps), futures contracts and options thereon, currency transactions, and other derivatives and investment instruments and techniques as may be permitted for use by the Fund and consistent with the Registration Statement. The Adviser may: (i) open and maintain brokerage accounts for swaps, futures and options on futures, currency transactions, other derivatives and securities (such accounts hereinafter referred to as “Brokerage Accounts”) on behalf of and in the date hereof and as amended or supplemented during name of the term of this Agreement Fund; and (ii) resolutions execute for and on behalf of the Board Brokerage Accounts, standard customer agreements, futures commission merchant (“FCM”) agreements, ISDA Master Agreements (including Credit Support Annex(es) with one or more FCMs, brokers, or swaps dealers. The Adviser may, using such of Trustees applicable the securities and other property in the Brokerage Accounts as the Adviser deems necessary or desirable, direct the custodian to deposit on behalf of the Fund, original and maintenance brokerage deposits including for margin and premium and otherwise direct payments of cash, cash equivalents and securities and other property into such brokerage accounts and to such brokers as the Adviser deems desirable or appropriate. The Fund shall provide furnish or otherwise make available to you such copies of each the Fund’s financial statements, proxy statements, reports and other information relating to its business and affairs as you may, at any time or from time to time, reasonably require in order to discharge your obligations under this Agreement. You may delegate any or all of the responsibilities, rights or duties described in this Agreement, with respect to all or a portion of the Fund, to one or more sub-advisers who shall enter into agreements with you (each such party, a “Sub-Advisor Adviser”); provided that each Sub-Adviser and your agreement with written notice of any changes to such objective, policies and restrictions no less than 60 days prior to Sub-Adviser are approved by the effectiveness of any such change. Without limiting the generality Board including a majority of the foregoingTrustees who are not interested persons of you, the Sub-Advisor further agrees that it: Adviser or of the Trust, cast in person at a meeting called for the purpose of voting on such approval and (aunless exempted by an applicable order of the SEC or its staff issued under the Investment Company Act of 1940, as amended (the “1940 Act”)) will assist in determining from time by a vote of the holders of a majority of the outstanding voting securities of the Fund. Such Sub-Adviser may (but need not) be affiliated with the Adviser. For the avoidance of doubt and without limitation to time what the foregoing, such delegation may include the purchase and sale of securities and other investments will be purchased, retained or sold for the Separate Account; (b) will manage, in consultation with the Advisorinvestment instruments, the Separate Account’s temporary investments selection of executing brokers to be used and any best execution duties under applicable law, and the voting of proxies. Retention of a Sub-Adviser shall in securities, cash no way reduce your responsibilities or obligations under this Agreement. Any fees or compensation payable to any Sub-Adviser shall be paid by the Adviser and cash equivalents; (c) will place orders pursuant to its investment determinations for the Separate Account either directly with the issuer or with any broker or dealer; (d) will consult with the Advisor no additional obligation may be incurred on a continuous basis as to the Fund’s total assets which shall behalf to any Sub-Adviser; except that any Fund expenses that may be invested in incurred by the Separate Account; (e) will attend either in person or via telephone regular business Adviser and investmentpaid by the Fund to the Adviser directly may be incurred by the Sub-related meetings with Adviser and paid by the Board of Trustees Adviser to the Sub-Adviser, so long as such payment arrangements are approved by the Fund and the Advisor, as requested by the Trust, the Advisor or both; and (f) will maintain books and records with respect to the securities transactions for the Separate Account, furnish to the Advisor and the Board of Trustees such periodic and special reports as they may reasonably request with respect to the Separate Account, and provide in advance to the Advisor all reports to the Board of Trustees for examination and review within a reasonable time Adviser prior to the Board Sub-Adviser’s incurring such expenses. If the Adviser delegates its responsibilities to more than one Sub-Adviser, the Adviser shall be responsible for assigning to each Sub-Adviser that portion of Trustees’ meetingsthe assets of the portfolio for which the Sub-Adviser is to act as Sub-Adviser. To the extent that any obligations of the Adviser or any Sub-Adviser require any service provider of the Fund to furnish information or services, the Fund may request that such information or services shall be furnished by the Fund’s service providers to both the Fund and the Adviser.

Advisory Services. Subject to the supervision and approval of the ----------------- Company's Board of Trustees Directors, you will provide investment management of the Fund's portfolio in accordance with the Fund's investment objective, policies and limitations as stated in the AdvisorProspectus as from time to time in effect, and resolutions of the Sub-Advisor Company's Board of Directors of which you will assist the Advisor in providing a continuous investment program for the Separate Accountbe advised. In connection therewith, including you will obtain and provide investment research and management will supervise the Fund's investments and conduct a continuous program of investment, evaluation and, if appropriate, sale and reinvestment of the Fund's assets. You will place orders for the purchase and sale of portfolio securities and will solicit broker-dealers to execute transactions in accordance with the Fund's policies and restrictions regarding brokerage allocations. In the event that the Company establishes one or more portfolios other than the Fund with respect to which it desires to retain you as investment adviser hereunder, it shall notify you in writing. If you are willing to render such services under this Agreement you shall notify the securities Company in writing, whereupon such portfolio shall become a Fund hereunder and investments shall be subject to the provisions of this Agreement to the same extent as the other Fund except to the extent that said provisions (including those relating to compensation payable by such additional Fund to you as investment adviser) are modified with respect to such additional Fund in writing by you and cash equivalents comprising the Separate AccountCompany at the time. The Sub-Advisor You will provide services comply with all Rules and Regulations of the Securities and Exchange Commission applicable to you in connection with your performance of this Agreement, and will in addition conduct your activities under this Agreement in accordance with the Fund’s investment objectiveother law, policies and restrictions as set forth in the Fund’s (i) registration statement filed with the Securities and Exchange Commission in effect on the date hereof and as amended or supplemented during the term of this Agreement and (ii) resolutions of the Board of Trustees including banking law, applicable to you. You will not make loans for the Fund. The purpose of purchasing or carrying Fund shall provide the Subshares, or make interest-Advisor with written notice of any changes to such objective, policies and restrictions no less than 60 days prior bearing loans to the effectiveness of any such changeCompany. Without limiting the generality of the foregoing, the Sub-Advisor further agrees that it: (a) will assist in determining from time to time what securities and other investments will be purchased, retained or sold for the Separate Account; (b) will manage, in consultation with the Advisor, the Separate Account’s temporary investments in securities, cash and cash equivalents; (c) You will place orders pursuant to its your investment determinations determination for the Separate Account Fund either directly with the issuer or with any broker or dealer selected by you. In executing portfolio transactions and selecting brokers or dealers, you will use your reasonable best efforts to seek the most favorable execution of orders, after taking into account all factors you deem relevant, including the breadth of the market in the security, the price of the security, the financial condition and execution capability of the broker or dealer; (d) will consult with , and the Advisor reasonableness of the commission, if any, both for the specific transaction and on a continuous basis as continuing basis. Consistent with this obligation, you may, to the extent permitted by law, purchase and sell portfolio securities to and from brokers and dealers who provide brokerage and research services (within the meaning of Section 28(e) of the Securities Exchange Act of 1934) to or for the benefit of the Fund and/or other accounts over which you or any of your affiliates exercises investment discretion. You are authorized to pay to 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 you determine in good faith that such commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or your overall responsibilities to the Fund and to the Company. In no instance will portfolio securities be purchased from or sold to you, or the Fund’s total assets which shall be invested in the Separate Account; (e) will attend either in 's principal underwriter, or any affiliated person or via telephone regular business and investment-related meetings with the Board of Trustees and the Advisor, thereof except as requested permitted by the Trust, the Advisor or both; and (f) will maintain books Securities and records with respect to the securities transactions for the Separate Account, furnish to the Advisor and the Board of Trustees such periodic and special reports as they may reasonably request with respect to the Separate Account, and provide in advance to the Advisor all reports to the Board of Trustees for examination and review within a reasonable time prior to the Board of Trustees’ meetingsExchange Commission.

Advisory Services. Subject to the supervision of the Board of Trustees and the AdvisorAdviser, the Sub-Advisor Adviser will assist the Advisor in providing provide a continuous investment program for the Separate AccountFund, including investment research and management with respect to the securities and investments and cash equivalents comprising of the Separate AccountFund. The Sub-Advisor Adviser will provide services under this Agreement in accordance with the Fund’s investment objective, policies and restrictions as set forth in the Fund’s (i) registration statement filed with the Securities and Exchange Commission in effect on the date hereof and as amended or supplemented during the term of this Agreement and (ii) resolutions of the Board of Trustees applicable to the Fund. The Fund shall provide the Sub-Advisor Adviser with written notice of any changes to such objective, policies and restrictions no less than 60 days prior to the effectiveness of any such change. Without limiting the generality of the foregoing, the Sub-Advisor Adviser further agrees that it: (a) will assist in determining from time to time determine what securities and other investments will be purchased, retained or sold for the Separate AccountFund; (b) will manage, in consultation with the AdvisorAdviser, the Separate AccountFund’s temporary investments in securities, cash and cash equivalents; (c) will place orders pursuant to its investment determinations for the Separate Account Fund either through the Adviser or directly with the issuer or with any broker or dealer; (d) will consult with the Advisor Adviser on a continuous regular basis as to the Fund’s total assets which shall be invested in by the Separate AccountSub-Adviser; (e) will attend either in person or via telephone regular business and investment-related meetings with the Board of Trustees and the AdvisorAdviser, as reasonably requested by the TrustFund, the Advisor Adviser or both; and (f) will maintain maintain, or as necessary, support the Adviser’s maintenance of the books and records with respect to the securities transactions for the Separate AccountFund, furnish to the Advisor Adviser and the Board of Trustees such periodic and special reports as they may reasonably request with respect to the Separate AccountFund, and provide in advance to the Advisor Adviser all reports to the Board of Trustees for examination and review within a reasonable time prior to the Board of Trustees’ meetings.

Advisory Services. Subject to the supervision of the Board of Trustees and the AdvisorAdviser, the Sub-Advisor Adviser will assist the Advisor in providing provide a continuous investment program for the Separate AccountFund, including investment research and management with respect to the securities and investments and cash equivalents comprising of the Separate AccountFund. The Sub-Advisor Adviser will provide services under this Agreement in accordance with the Fund’s investment objective, policies and restrictions as set forth in the FundTrust’s (i) registration statement filed with the Securities and Exchange Commission in effect on the date hereof and as amended or supplemented during the term of this Agreement and (ii) resolutions of the Board of Trustees applicable to the Fund, in each case as provided to the Sub-Adviser by the Adviser or the Fund. The Fund shall provide the Sub-Advisor Adviser with written notice of any changes to such objective, policies and restrictions no less than 60 days prior to the effectiveness of any such change. Without limiting the generality of the foregoing, the Sub-Advisor Adviser further agrees that it: (a) will assist in determining from time to time determine what securities and other investments will be purchased, retained or sold for the Separate AccountFund; (b) will manage, in consultation with the AdvisorAdviser, the Separate AccountFund’s temporary investments in securities, cash and cash equivalents; (c) will place orders pursuant to its investment determinations for the Separate Account Fund either directly with the issuer or with any broker or dealer; (d) will consult with the Advisor Adviser on a continuous basis as to the Fund’s total assets which shall be invested in by the Separate AccountSub-Adviser; (e) will attend either in person or via telephone regular business and investment-related meetings with the Board of Trustees and the AdvisorAdviser, as requested by the Trust, the Advisor Adviser or both; and (f) will maintain books and records with respect to the securities transactions for the Separate AccountFund, furnish to the Advisor Adviser and the Board of Trustees such periodic and special reports as they may reasonably request with respect to the Separate AccountFund, and provide in advance to the Advisor Adviser all reports to the Board of Trustees for examination and review within a reasonable time prior to the Board of Trustees’ meetings.

Advisory Services. (a) Subject to the supervision of the Board of Trustees of the Trust (the “Board”), you will provide or arrange to be provided to the Fund such investment advice as you in your discretion deem advisable and the Advisor, the Sub-Advisor will assist the Advisor in providing furnish or arrange to be furnished a continuous investment program for the Separate Account, including investment research and management with respect to the securities and investments and cash equivalents comprising the Separate Account. The Sub-Advisor will provide services under this Agreement in accordance Fund consistent with the Fund’s 's investment objective and policies. You will determine or arrange for others to determine the securities to be purchased for the Fund, the portfolio securities to be held or sold by the Fund and the portion of the Fund's assets to be held uninvested, subject always to the Fund's investment objective, policies and restrictions restrictions, as set forth each of the same shall be from time to time in effect, and subject further to such policies and instructions as the Board may from time to time establish. You will furnish such reports, evaluations, information or analyses to the Trust as the Board of Trustees of the Trust may request from time to time or as you may deem to be desirable. You also will advise and assist the officers of the Trust in taking such steps as are necessary or appropriate to carry out the decisions of the Board and the appropriate committees of the Board regarding the conduct of the business of the Trust. You may delegate any of the responsibilities, rights or duties described above to one or more persons, provided you notify the Trust and agree that such delegation does not relieve you from any liability hereunder. In furtherance of and subject to the foregoing, you will have full power and authority on behalf of the Fund, among other matters: (1) to purchase, sell, exchange, trade and otherwise deal in and with securities and other property of the Fund and to loan securities of the Fund; (2) to do any and all acts and exercise all rights with respect to the Fund’s interest in any person, firm, corporation, partnership, subsidiary or other entity, including, without limitation, exercise options, conversion privileges, rights to subscribe to additional shares or other rights acquired with respect to the Assets and may, but is not required to, consent to or participate in dissolutions, bankruptcies, claims in settled class actions, reorganizations, consolidations, mergers, sales, leases, mortgages, transfers or other changes affecting the Assets (as described in the Fund’s confidential offering memorandum as currently used for prospective investors in private placement investments in the Fund (ithe “Memorandum”) registration and currently effective prospectus and statement of additional information filed with the Securities SEC on Form N-2 (collectively with the Memorandum, the “Offering Documents”)) (3) take all actions on behalf of any subsidiary of the Fund as the Adviser is authorized to take on behalf of the Fund pursuant to this Agreement; (4) enter into on behalf of the Fund and Exchange Commission its subsidiaries such bank account, trading account or other account opening documents, trading agreements and arrangements as, in effect the case of each of (3) - (4) the Adviser shall determine in its sole discretion is appropriate to facilitate the Fund’s trading and investing activities; (5) to borrow from banks or other financial institutions and to pledge Fund assets as collateral therefor, to trade on margin, to exercise or refrain from exercising all rights regarding the Fund’s investments, and to instruct custodians regarding the settlement of transactions, the disbursement of payments to the shareholders of the Fund (“Shareholders”) with respect to repurchases of Shares in the Fund, and the payment of Fund expenses; (6) to call and conduct meetings of Shareholders at the Fund’s principal office or elsewhere as it may determine and to assist the Board in calling and conducting meetings of the Board; (7) to engage and terminate such attorneys, accountants and other professional advisers and consultants as the Adviser may deem necessary or advisable in connection with the affairs of the Fund or as may be directed by the Board; (8) as directed by the Board, to commence, defend and conclude any action, suit, investigation or other proceeding that pertains to the Fund or any assets of the Fund; (9) if directed by the Board, to arrange for the purchase of (A) one or more “key man” insurance policies on the date hereof and as amended life of any principal of a member of the Adviser, the benefits of which are payable to the Fund, or supplemented during (B) any insurance covering the term potential liabilities of this Agreement and (ii) resolutions the Fund or relating to the performance of the Board or the Adviser, or any of Trustees applicable their respective principals, trustees, officers, members, employees and agents; and (10) to execute, deliver and perform such contracts, agreements and other undertakings, and to engage in such activities and transactions as are, in the opinion of the Adviser, necessary and appropriate for the conduct of the business of the Fund without the act, vote or approval of any Shareholders or person. (b) You agree to provide certain management and administrative services to the Fund. The Fund These services shall provide the Sub-Advisor with written notice of any changes to such objective, policies and restrictions no less than 60 days prior to the effectiveness of any such change. Without limiting the generality of the foregoing, the Sub-Advisor further agrees that itinclude: (a1) will assist in determining from time to time what securities the provision of administrative and secretarial, clerical and other investments will personnel as necessary to provide the services required to be purchased, retained or sold for the Separate Accountprovided under this Agreement; (b2) will managethe general supervision of the entities which are retained by the Fund to provide administrative services and custody services to the Fund; (3) the handling of Investor inquiries regarding the Fund and providing Shareholders with information concerning their investment in the Fund; (4) monitoring relations and communications between Shareholders and the Fund; (5) overseeing the drafting or updating of disclosure documents relating to the Fund and assisting in the provision of all offering materials to Shareholders; (6) maintaining and updating Investor information, such as change of address and employment; (7) any subscription applications or documentation (as defined in consultation the Offering Documents) and confirming the receipt of such applications and funds; (8) issuing instruments certifying Investor ownership in the Fund; (9) coordinating and organizing meetings of the Board; (10) preparing materials and reports for use in connection with meetings of the AdvisorBoard; (11) preparing and filing any required tax or information returns; and (12) reviewing and approving all regulatory filings required under applicable law. Notwithstanding your appointment to provide services hereunder, the Separate Account’s temporary investments in securitiesBoard shall remain responsible for supervising the management, cash business and cash equivalents;affairs of the Fund. (c) will place orders pursuant You shall provide at least thirty (30) days prior written notice to its investment determinations the Trust of any change in the ownership or management of Princeton Fund Advisors, LLC, or any event or action that may constitute a change in control. You shall also provide prompt notice of any change in the portfolio manager(s) responsible for the Separate Account either directly with the issuer or with any broker or dealer; (d) will consult with the Advisor on a continuous basis as to day-to-day management of the Fund’s total assets which shall be invested in the Separate Account; (e) will attend either in person or via telephone regular business and investment-related meetings with the Board of Trustees and the Advisor, as requested by the Trust, the Advisor or both; and (f) will maintain books and records with respect to the securities transactions for the Separate Account, furnish to the Advisor and the Board of Trustees such periodic and special reports as they may reasonably request with respect to the Separate Account, and provide in advance to the Advisor all reports to the Board of Trustees for examination and review within a reasonable time prior to the Board of Trustees’ meetings.

Advisory Services. Subject to the supervision of the Board of Trustees and the AdvisorAdviser, the Sub-Advisor Adviser will assist the Advisor in providing provide a continuous investment program for the Separate AccountFund, including investment research and management with respect to the securities and investments and cash equivalents comprising of the Separate AccountFund. The Sub-Advisor Adviser will provide services under this Agreement in accordance with the Fund’s investment objective, policies and restrictions as set forth in the FundTrust’s (i) registration statement filed with the Securities and Exchange Commission (the “SEC”) declared effective on December __, 2013, and in effect on the date hereof and as amended or supplemented during the term of this Agreement and (ii) resolutions of the Board of Trustees applicable to the Fund, in each case as provided to the Sub-Adviser by the Adviser or the Fund. The Fund shall provide the Sub-Advisor Adviser with written notice of any changes to such objective, policies and restrictions no less than 60 days prior to the effectiveness of any such change. Without limiting the generality of the foregoing, the Sub-Advisor Adviser further agrees that it: (a) will assist in determining from time to time determine what securities and other investments will be purchased, retained or sold for the Separate AccountFund; (b) will manage, in consultation with the AdvisorAdviser, the Separate AccountFund’s temporary investments in securities, cash and cash equivalents; (c) will place orders pursuant to its investment determinations for the Separate Account Fund either directly with the issuer or with any broker or dealer; (d) will consult with the Advisor Adviser on a continuous basis as to the Fund’s total assets which shall be invested in by the Separate AccountSub-Adviser; (e) will attend either in person or via telephone regular business and investment-related meetings with the Board of Trustees and the AdvisorAdviser, as requested by the Trust, the Advisor Adviser or both; and; (f) will maintain books and records with respect to the securities transactions for the Separate AccountFund, furnish to the Advisor Adviser and the Board of Trustees such periodic and special reports as they may reasonably request with respect to the Separate AccountFund, and provide in advance to the Advisor Adviser all reports to the Board of Trustees for examination and review within a reasonable time prior to the Board of Trustees’ meetings.

Advisory Services. Subject to the supervision of the Trust's Board of Trustees and the AdvisorAdviser, the Sub-Advisor Adviser will assist the Advisor Adviser in providing a continuous investment program for with respect to the Separate AccountFund's portfolio, including investment research and management with respect to the all securities and investments and cash equivalents comprising in the Separate AccountFund. The Sub-Advisor Adviser will provide services under this Agreement in accordance with the Fund’s 's investment objectiveobjectives, policies and restrictions as set forth stated in the Fund’s (i) registration 's prospectus, statement filed with the Securities of additional information, and Exchange Commission in effect on the date hereof and as amended or supplemented during the term of this Agreement and (ii) resolutions of the Trust's Board of Trustees applicable to the Fund. The Fund shall provide , as provided to the Sub-Advisor with written notice of any changes to such objective, policies and restrictions no less than 60 days prior to Adviser by the effectiveness of any such changeAdviser. Without limiting the generality of the foregoing, the Sub-Advisor Adviser further agrees that it: (a) will assist in determining it will, with respect to the Fund: determine from time to time what securities and other investments will be purchased, retained or sold for the Separate Account; (b) will manage, in consultation with the Advisor, the Separate Account’s temporary investments in securities, cash and cash equivalents; (c) will Fund; place orders pursuant to its investment determinations for the Separate Account Fund either directly with the issuer or with any broker or dealer; (d) will consult ; not purchase shares of the Fund for itself or for accounts with respect to which it exercises sole investment discretion in connection with such transactions except as permitted by the Advisor on a continuous basis as to Trust's Board of Trustees or by federal, state and local law; manage the Fund’s total assets which shall be invested in the Separate Account; (e) will 's overall cash position; attend either in person or via telephone regular business and investment-related meetings with the Trust's Board of Trustees and the Advisor, as Adviser if requested to do so by the TrustTrust and/or the Adviser, and such other meetings as may be mutually agreed; respond to requests from the Advisor Adviser or boththe Fund's custodian for assistance in obtaining price sources or other information and analysis pertinent to pricing determinations for securities held by the Fund, and periodically review Fund security valuations for reasonableness; and (f) will ensure that, if required, securities are identified for proper segregation and collateralization; maintain books and records with respect to the securities transactions for the Separate AccountFund, furnish to the Advisor Adviser and the Trust's Board of Trustees such periodic and special reports as they may reasonably request with respect to the Separate AccountFund, and provide in advance to the Advisor Adviser all reports to the Board of Trustees for examination and review within a reasonable time prior to the Trust's Board meetings; and vote proxies in accordance with such proxy policies and procedures as may be mutually agreed from time to time and provide such information regarding such proxies and its exercise of Trustees’ meetingsproxy voting authority as reasonably requested by the Adviser, including information sufficient to prepare annual proxy voting record filings with the Securities and Exchange Commission on Form N-PX.

Advisory Services. Subject to the supervision of the Trust’s Board of Trustees and the AdvisorAdviser, the Sub-Advisor Adviser will assist the Advisor Adviser in providing a continuous investment program for the Separate Account, including investment research and management with respect to the securities and investments and cash equivalents comprising the Separate Account. The Sub-Advisor Adviser will provide services under this Agreement in accordance with the Fund’s investment objective, policies and restrictions as set forth stated in the Fund’s (i) registration statement filed with the Securities Prospectus and Exchange Commission in effect on the date hereof and as amended or supplemented during the term of this Agreement and (ii) resolutions of the Trust’s Board of Trustees applicable to the Fund. The Fund shall provide the Sub-Advisor with written notice of any changes to such objective, policies and restrictions no less than 60 days prior to the effectiveness of any such change. Without limiting the generality of the foregoing, the Sub-Advisor Adviser further agrees that it: (a) will assist in determining from time to time what securities and other investments will be purchased, retained or sold for the Separate Account; (b) will manage, manage in consultation with the Advisor, Adviser the Separate Account’s temporary investments in securities, cash and cash equivalents; (c) will place orders pursuant to its investment determinations for the Separate Account either directly with the issuer or with any broker or dealer; (d) will consult with the Advisor Adviser on a continuous basis as to the Fund’s total assets which shall be invested in the Separate Account; (e) will attend either in person or via telephone regular business and investment-related meetings with the Trust’s Board of Trustees and the Advisor, as Adviser if requested to do so by the Trust, Trust and/or the Advisor or bothAdviser; and (f) will maintain books and records with respect to the securities transactions for the Separate Account, furnish to the Advisor Adviser and the Trust’s Board of Trustees such periodic and special reports as they may reasonably request with respect to the Separate Account, and provide in advance to the Advisor Adviser all reports to the Board of Trustees for examination and review within a reasonable time prior to the Trust’s Board meetings. The Trust hereby grants the Sub-Adviser full power and authority, in addition to other authorizations and powers given to the Sub-Adviser in this Agreement, on behalf of Trustees’ meetingsthe Trust and the Fund to: (i) in the name of the Trust and the Fund, which shall be binding on the Trust and the Fund, negotiate and enter into agreements and contracts (including, but not limited to, brokerage agreements, International Swap Dealers Association (ISDA) master agreements and schedules thereto, other master agreements, investment transactions, confirmations of investment transactions and related documents for investment transactions), and make representations (including representations regarding the purchase of securities or other assets for investment) that the Sub-Adviser deems appropriate to carry out its duties and services hereunder; and (ii) pledge any security or other asset of the Fund or establish safekeeping, brokerage or futures accounts in the name of the Trust and the Fund for the purpose of providing collateral to brokers, issuers or dealers with respect to transactions for the Fund and to permit rehypothecation of any security or other asset of the Fund.

Advisory Services. Subject (a) The Client appoints Adviser to act as investment adviser for a discretionary investment account to be opened by the Client with Adviser (the “Account”). Adviser will provide discretionary investment advice and management services to the supervision Client based upon the Client's investment objectives and any limitations expressed by the Client, as communicated from time to time in writing to Adviser. (See Appendix I). The Client also agrees to inform Adviser of the Board Client's financial objectives and any other matters necessary to allow Adviser to properly evaluate the Client's overall financial situation. The Client acknowledges that Adviser cannot adequately perform its services on the Client's behalf unless the Client provides this information and that Adviser’s analysis and recommendations depend upon and are based on the information provided by the Client. In this regard: (i) Adviser shall have unlimited discretionary authority over the Account; (ii) Adviser will make such investment decisions as Adviser determines to be appropriate with or without the Client’s prior approval; and (iii) Adviser shall be authorized to select the brokers for execution of Trustees securities transactions and place orders for the Advisorexecution of such transactions unless the Client provides an alternative written directive. The Client may elect to receive certain additional and/or related products and services from Adviser, the Subterms of which will be set forth in a separate agreement. Any other services contracted for by Client will be payable at the then-Advisor will assist current hourly rate or fixed rate charged by the Advisor in providing Adviser when those other services are rendered. In this regard, Adviser may establish a continuous investment program minimum account size as a prerequisite for the Separate full range of services hereunder. Notwithstanding the foregoing, Adviser will not trade any futures, forwards, or options on futures in the Account. (b) The Client acknowledges that Adviser and its employees will not render any legal, including investment research accounting or tax advice, nor prepare any legal, accounting or tax documents for the Client. (c) Place orders for the execution of any transactions with or through brokers selected by Adviser or the Custodian (as such term is defined below). Adviser shall assume no responsibility on purchases except for securities actually received by the Custodian and management with respect shall assume no responsibility on sales except for proceeds actually received by the Custodian. Adviser shall have no obligation to advise the Client of any failure to receive delivery from brokers or others of securities or proceeds. (d) Sell, exchange, or otherwise dispose of any property and investments and cash equivalents comprising reinvest the Separate Account. The Sub-Advisor will provide services under this Agreement proceeds of such sale, exchange, or disposition in accordance with this Agreement. (e) Exercise all rights (including voting, consent, waiver, conversion, call, and similar rights), options, privileges, and powers incidental to the Fund’s investment objectiveownership of securities as may be exercised by any person owning such securities in his own right. Without limiting the foregoing, policies and restrictions as set forth vote on proxy matters. When voting Client proxies, Adviser will be entitled to determine whether the matter is routine or not routine and, for routine matters, Adviser may elect to vote in the Fundsame manner recommended by the issuer’s board unless Adviser determines in its discretion that Client’s best interests are not served by so voting, and, for non-routine matters, Adviser shall be entitled to review each matter on a case-by-case basis and make a determination on how to vote based on Client’s best interest. Adviser will provide a copy of its proxy voting policies, procedures and prior voting history to Client upon request. (f) Hold any securities or other property in negotiable or unregistered form, or cause any securities or other property to be registered in the name of the Client, in Adviser’s name as agent, in Adviser’s name individually (without disclosing the agency relationship), or in the name of Adviser’s nominees, such as the Custodian (as such term is defined below). (g) Deposit, on a book-entry basis or otherwise, any securities or other property with the Custodian, and where applicable instruct the custodian selected by the Adviser, subject to Client’s reasonable approval, or as otherwise specified by the Client (each, a “Custodian”). Instruct Custodian to provide Adviser with copies of communications with Client, including but not limited to monthly statements, trade confirmations and other documents as necessary to satisfy the Financial Industry Regulatory Authority’s (i“FINRA’s”) registration statement filed with NASD Rule 3050. Adviser shall have no liability for any act or omission or for the Securities solvency of any depository, correspondent, Custodian or sub-custodian. Adviser may have or be deemed to have custody of some assets in the Account. (h) Collect interest, dividends, rents, royalties, and Exchange Commission other forms of income earned on any property in effect on the date hereof Accounts, and as amended collect the principal of any securities or supplemented other property, which may mature during the term of this Agreement Agreement. (i) Convert foreign currency collected in the Account into United States Dollars through customary banking channels when practicable. The Client shall assume all expenses and risks incident to such collection and conversion. (iij) resolutions Provide any information about the Account and execute (as agent, in the name, and on behalf of the Board of Trustees applicable Client) any declarations or certificates which may be required under any tax laws or governmental regulations now or hereafter in effect, without notice to the Fund. The Fund shall provide Client. (k) Purchase investments on margin and pledge, mortgage, or otherwise encumber any property in the Sub-Advisor with written notice of any changes Accounts. (l) Transmit (or cause or permit subcustodians or other agents to such objective, policies and restrictions no less than 60 days prior transmit) to the effectiveness Client any shareholder communication (including annual and quarterly reports, notices of shareholder meetings, notices of legal proceedings and proxy solicitation materials) received by Adviser (or by subcustodians or other agents) with respect to any securities held in the Accounts. Adviser has the right but not the obligation to respond to corporate solicitations, offerings and other requests for action, such change. Without limiting as tender offers and rights offerings and, to the generality of the foregoingextent Adviser declines to respond to such, the Sub-Advisor further agrees that it:it will transmit or permit others to transmit such materials to Client. (am) will assist Accept payment by check (whether or not a certified or cashier’s check) in determining cases of delivery of property involving payment. (n) Subject to the limitations imposed by applicable laws, rules, and regulations, pledge and repledge and hypothecate and rehypothecate all securities and other property in the Accounts from time to time what time, without notice to the Client, either separately or in common with such other securities and other investments property of other bona fide clients of Adviser for any amount due to Adviser in the Accounts. Adviser may so act without retaining in Adviser’s possession or under its control for delivery a like amount of similar securities or other property. (o) Make payments to accounts in banks, trust companies, brokerage firms and other financial institutions provided such accounts are in the name of the Client. (p) Engage other investment advisers (“sub-advisers”) to provide advisory services to the Client and open accounts with such sub-advisers, provided, however, that if a sub-adviser will be purchasedpaid a fee in addition to Adviser’s fees, retained Adviser shall obtain the Client’s written consent prior to engaging the sub-adviser. For the sake of clarity, the term “sub-adviser” shall not be deemed to include any advisers or sold managers to third party investment funds, including mutual funds, hedge funds and other funds in which Account assets may be invested. Adviser may provide a copy of this Agreement to any Custodian, sub- adviser, broker, dealer or other party to a transaction for the Separate Account; (b) will manage, in consultation with the Advisor, the Separate Accountas evidence of Adviser’s temporary investments in securities, cash and cash equivalents; (c) will place orders pursuant authority to its investment determinations act for the Separate Account either directly with the issuer or with any broker or dealer; (d) will consult with the Advisor on a continuous basis as to the Fund’s total assets which shall be invested in the Separate Account; (e) will attend either in person or via telephone regular business and investment-related meetings with the Board of Trustees and the Advisor, as requested by the Trust, the Advisor or both; and (f) will maintain books and records with respect to the securities transactions for the Separate Account, furnish to the Advisor and the Board of Trustees such periodic and special reports as they may reasonably request with respect to the Separate Account, and provide in advance to the Advisor all reports to the Board of Trustees for examination and review within a reasonable time prior to the Board of Trustees’ meetingsClient.

Advisory Services. Subject to the supervision of the Board of Trustees and the Advisor, the Sub-Advisor will assist the Advisor in providing a continuous investment program for the Separate Account, including investment research and management with respect to the securities and investments and cash equivalents comprising the Separate Account. The Sub-Advisor will provide services under this Agreement in accordance with the Fund’s investment objective, policies and restrictions as set forth in the Fund’s (i) registration statement filed with the Securities and Exchange Commission in effect on the date hereof and as amended or supplemented during the term of this Agreement and (ii) resolutions of the Board of Trustees applicable to the Fund. The Fund shall provide the Sub-Advisor with written notice of any changes to such objective, policies and restrictions no less than 60 days prior to the effectiveness of any such change. Without limiting the generality of the foregoing, the Sub-Advisor further agrees that it: (a) will assist in determining from time to time what securities and other investments will be purchased, retained or sold for the Separate Account; (b) will manage, in consultation with the Advisor, the Separate Account’s temporary investments in securities, cash and cash equivalents; (c) will place orders pursuant to its investment determinations for the Separate Account either directly with the issuer or with any broker or dealerdealer selected by the Sub-Advisor; (d) will consult with the Advisor on a continuous basis as to the Fund’s total assets which shall be invested in the Separate Account; (e) will attend either in person or via telephone regular business and investment-related meetings with the Board of Trustees and the Advisor, as requested by the Trust, the Advisor or both; and (f) will maintain books and records with respect to the securities transactions for the Separate Account, furnish to the Advisor and the Board of Trustees such periodic and special reports as they may reasonably request with respect to the Separate Account, and provide in advance to the Advisor all reports to the Board of Trustees for examination and review within a reasonable time prior to the Board of Trustees’ meetings.

Advisory Services. (a) Subject to the supervision of the Board of Trustees of the Trust (the “Board”), you will provide or arrange to be provided to the Fund such investment advice as you in your discretion deem advisable and the Advisor, the Sub-Advisor will assist the Advisor in providing furnish or arrange to be furnished a continuous investment program for the Separate Account, including Fund consistent with the Fund’s investment research objective and management with respect policies. You will determine or arrange for others to determine the securities to be purchased for the Fund, the portfolio securities to be held or sold by the Fund and investments and cash equivalents comprising the Separate Account. The Sub-Advisor will provide services under this Agreement in accordance with portion of the Fund’s assets to be held uninvested, subject always to the Fund’s investment objective, policies and restrictions restrictions, as set forth each of the same shall be from time to time in effect, and subject further to such policies and instructions as the Board may from time to time establish. You will furnish such reports, evaluations, information or analyses to the Trust as the Board of Trustees of the Trust may request from time to time or as you may deem to be desirable. You also will advise and assist the officers of the Trust in taking such steps as are necessary or appropriate to carry out the decisions of the Board and the appropriate committees of the Board regarding the conduct of the business of the Trust. You may delegate any of the responsibilities, rights or duties described above to one or more persons, provided you notify the Trust and agree that such delegation does not relieve you from any liability hereunder. In furtherance of and subject to the foregoing, you will have full power and authority on behalf of the Fund, among other matters: (1) to purchase, sell, exchange, trade and otherwise deal in and with securities and other property of the Fund and to loan securities of the Fund; (2) to do any and all acts and exercise all rights with respect to the Fund’s interest in any person, firm, corporation, partnership, subsidiary or other entity, including, without limitation, exercise options, conversion privileges, rights to subscribe to additional shares or other rights acquired with respect to the Assets and may, but is not required to, consent to or participate in dissolutions, bankruptcies, claims in settled class actions, reorganizations, consolidations, mergers, sales, leases, mortgages, transfers or other changes affecting the Assets (as described in the Fund’s confidential offering memorandum as currently used for prospective investors in private placement investments in the Fund (ithe “Memorandum”) registration and currently effective prospectus and statement of additional information filed with the Securities SEC on Form N-2 (collectively with the Memorandum, the “Offering Documents”)) (3) take all actions on behalf of any subsidiary of the Fund as the Adviser is authorized to take on behalf of the Fund pursuant to this Agreement; (4) enter into on behalf of the Fund and Exchange Commission its subsidiaries such bank account, trading account or other account opening documents, trading agreements and arrangements as, in effect the case of each of (3)—(4) the Adviser shall determine in its sole discretion is appropriate to facilitate the Fund’s trading and investing activities; (5) to borrow from banks or other financial institutions and to pledge Fund assets as collateral therefor, to trade on margin, to exercise or refrain from exercising all rights regarding the Fund’s investments, and to instruct custodians regarding the settlement of transactions, the disbursement of payments to the shareholders of the Fund (“Shareholders”) with respect to repurchases of Shares in the Fund, and the payment of Fund expenses; (6) to call and conduct meetings of Shareholders at the Fund’s principal office or elsewhere as it may determine and to assist the Board in calling and conducting meetings of the Board; (7) to engage and terminate such attorneys, accountants and other professional advisers and consultants as the Adviser may deem necessary or advisable in connection with the affairs of the Fund or as may be directed by the Board; (8) as directed by the Board, to commence, defend and conclude any action, suit, investigation or other proceeding that pertains to the Fund or any assets of the Fund; (9) if directed by the Board, to arrange for the purchase of (A) one or more “key man” insurance policies on the date hereof and as amended life of any principal of a member of the Adviser, the benefits of which are payable to the Fund, or supplemented during (B) any insurance covering the term potential liabilities of this Agreement and (ii) resolutions the Fund or relating to the performance of the Board or the Adviser, or any of Trustees applicable their respective principals, trustees, officers, members, employees and agents; and (10) to execute, deliver and perform such contracts, agreements and other undertakings, and to engage in such activities and transactions as are, in the opinion of the Adviser, necessary and appropriate for the conduct of the business of the Fund without the act, vote or approval of any Shareholders or person. (b) You agree to provide certain management and administrative services to the Fund. The Fund These services shall provide the Sub-Advisor with written notice of any changes to such objective, policies and restrictions no less than 60 days prior to the effectiveness of any such change. Without limiting the generality of the foregoing, the Sub-Advisor further agrees that itinclude: (a1) will assist in determining from time to time what securities the provision of administrative and secretarial, clerical and other investments will personnel as necessary to provide the services required to be purchased, retained or sold for the Separate Accountprovided under this Agreement; (b2) will managethe general supervision of the entities which are retained by the Fund to provide administrative services and custody services to the Fund; (3) the handling of Investor inquiries regarding the Fund and providing Shareholders with information concerning their investment in the Fund; (4) monitoring relations and communications between Shareholders and the Fund; (5) overseeing the drafting or updating of disclosure documents relating to the Fund and assisting in the provision of all offering materials to Shareholders; (6) maintaining and updating Investor information, such as change of address and employment; (7) any subscription applications or documentation (as defined in consultation the Offering Documents) and confirming the receipt of such applications and funds; (8) issuing instruments certifying Investor ownership in the Fund; (9) coordinating and organizing meetings of the Board; (10) preparing materials and reports for use in connection with meetings of the AdvisorBoard; (11) preparing and filing any required tax or information returns; and (12) reviewing and approving all regulatory filings required under applicable law. Notwithstanding your appointment to provide services hereunder, the Separate Account’s temporary investments in securitiesBoard shall remain responsible for supervising the management, cash business and cash equivalents;affairs of the Fund. (c) will place orders pursuant You shall provide at least thirty (30) days prior written notice to its investment determinations the Trust of any change in the ownership or management of Princeton Fund Advisors, LLC, or any event or action that may constitute a change in control. You shall also provide prompt notice of any change in the portfolio manager(s) responsible for the Separate Account either directly with the issuer or with any broker or dealer; (d) will consult with the Advisor on a continuous basis as to day-to-day management of the Fund’s total assets which shall be invested in the Separate Account; (e) will attend either in person or via telephone regular business and investment-related meetings with the Board of Trustees and the Advisor, as requested by the Trust, the Advisor or both; and (f) will maintain books and records with respect to the securities transactions for the Separate Account, furnish to the Advisor and the Board of Trustees such periodic and special reports as they may reasonably request with respect to the Separate Account, and provide in advance to the Advisor all reports to the Board of Trustees for examination and review within a reasonable time prior to the Board of Trustees’ meetings.

Advisory Services. Subject to the supervision of the Board of Trustees and the Advisor, the Sub-Advisor will assist the Advisor in providing provide a continuous investment program for the Separate Account, including investment research and management with respect to the securities and investments and cash equivalents comprising the Separate Account. The Sub-Advisor will provide services under this Agreement in accordance with the Fund’s investment objective, policies and restrictions as set forth in the Fund’s (i) registration statement filed with the Securities and Exchange Commission in effect on the date hereof and as amended or supplemented during the term of this Agreement and (ii) resolutions of the Board of Trustees applicable to the FundFund as provided to the Sub-Advisor. The Fund shall provide the Sub-Advisor with written notice of any changes to such objective, policies and restrictions no less than 60 days prior to the effectiveness of any such change. Without limiting the generality of the foregoing, the Sub-Advisor further agrees that it: (a) will assist in determining determine from time to time what securities and other investments will be purchased, retained or sold for the Separate Account; (b) will manage, in consultation with the Advisor, the Separate Account’s temporary investments in securities, cash and cash equivalents; (c) will place orders pursuant to its investment determinations for the Separate Account either directly with the issuer or with any broker or dealer; (d) will consult with the Advisor on a continuous regular basis as to the amount of the Fund’s total assets which shall be invested in the Separate Account; (e) will attend either in person or via telephone regular business and investment-related meetings with the Board of Trustees and the Advisor, as reasonably requested by the Trust, the Advisor or both; provided that reasonable advance notice of such meetings shall be provided by the Advisor to the Sub-Advisor; and (f) will maintain books and records with respect to the securities transactions for the Separate Account, furnish to the Advisor and the Board of Trustees such periodic and special reports as they may reasonably request with respect to the Separate Account, and provide in advance to the Advisor all reports to the Board of Trustees for examination and review within a reasonable time prior to the Board of Trustees’ meetings.

Advisory Services. Subject to the supervision of the Board of Trustees and the Advisor, the Sub-Advisor will assist the Advisor in providing a continuous investment program for the Separate Account, including investment research and management with respect to the securities and investments and cash equivalents comprising the Separate Account. The Sub-Advisor will provide services under this Agreement in accordance with the Fund’s investment objective, policies and restrictions as set forth in the Fund’s (i) registration statement filed with the Securities and Exchange Commission in effect on the date hereof and as amended or supplemented during the term of this Agreement and (ii) resolutions of the Board of Trustees applicable to the Fund. The Fund shall provide the Sub-Advisor with written notice of any changes to such objective, policies and restrictions no less than 60 days prior to the effectiveness of any such change. Without limiting the generality of the foregoing, the Sub-Advisor further agrees that it: (a) will assist in determining from time to time what securities and other investments will be purchased, retained or sold for the Separate Account; (b) will manage, in consultation with the Advisor, the Separate Account’s temporary investments in securitiestemporary securities such as, cash and cash equivalents; (c) will place orders pursuant to its investment determinations for the Separate Account either directly with the issuer or with any broker or dealer; (d) will consult with the Advisor on a continuous basis as to the Fund’s total assets which shall be invested in the Separate Account; (e) will attend either in person or via telephone regular business and investment-related meetings with the Board of Trustees and the Advisor, as requested by the Trust, the Advisor or both; and (f) will maintain books and records with respect to the securities transactions for the Separate Account, furnish to the Advisor and the Board of Trustees such periodic and special reports as they may reasonably request with respect to the Separate Account, and provide in advance to the Advisor all reports to the Board of Trustees for examination and review within a reasonable time prior to the Board of Trustees’ meetings.

Advisory Services. Subject to the supervision of the Board of Trustees and the Advisor, the Sub-Advisor will assist the Advisor in providing a continuous investment program for the Separate Account, including investment research and management with respect to the securities and investments and cash equivalents comprising the Separate Account. The Sub-Advisor will provide services under this Agreement in accordance with the Fund’s investment objective, policies and restrictions as set forth in the Fund’s (i) registration statement filed with the Securities and Exchange Commission in effect on the date hereof and as amended or supplemented during the term of this Agreement and (ii) resolutions of the Board of Trustees applicable to the Fund, in each case, to the extent provided to the Sub-Advisor by the Advisor. The Fund shall provide the Sub-Advisor with written notice of any changes to such objective, policies and restrictions no less than 60 days prior to the effectiveness of any such change. Without limiting the generality of the foregoing, the Sub-Advisor further agrees that it: (a) will assist in determining determine from time to time what securities and other investments will be purchased, retained or sold for the Separate Account; (b) will manage, in consultation with the Advisor, the Separate Account’s temporary investments in securities, cash and cash equivalents; (c) will place orders pursuant to its investment determinations for the Separate Account either directly with the issuer or with any broker or dealer; (d) will consult with the Advisor on a continuous regular basis as to the amount of the Fund’s total assets which shall that will be invested in the Separate Account; (e) will attend either in person or via telephone regular business and investment-related meetings with the Board of Trustees and the Advisor, as reasonably requested by the Trust, the Advisor or both, provided that reasonable advance notice of such meetings shall be provided by the Advisor to the Sub-Advisor; and (f) will maintain books and records with respect to the securities transactions for the Separate Account, furnish to the Advisor and the Board of Trustees such periodic and special reports as they may reasonably request with respect to the Separate Account, and provide in advance to the Advisor all reports to the Board of Trustees for examination and review within a reasonable time prior to the Board of Trustees’ meetings.

Advisory Services. Subject to the supervision of the Trust’s Board of Trustees and the AdvisorTrustees, the Sub-Advisor PRC will assist the Advisor Adviser in providing a continuous investment program for the Separate AccountFunds, including investment research and management with respect to the securities Adviser’s selection of sub-advisers to the Adviser (the “Sub-Advisers”) and investments the Adviser’s allocations of Fund assets to Sub-Advisers by security type and cash equivalents comprising the Separate Accountinvestment strategy. The Sub-Advisor PRC will provide services under this Agreement in accordance with the each Fund’s investment objective, policies and restrictions as set forth stated in the Fund’s (i) registration statement filed with the Securities Funds’ Prospectus and Exchange Commission in effect on the date hereof and as amended or supplemented during the term of this Agreement and (ii) resolutions of the Funds’ Board of Trustees applicable to the Fund. The Fund shall provide the Sub-Advisor with written notice of any changes to such objective, policies and restrictions no less than 60 days prior to the effectiveness of any such changeFunds (as attached hereto on Annex I). Without limiting the generality of the foregoing, the Sub-Advisor PRC further agrees that itits role will include the following: (a) will assist in determining from time Determining the number and types of funds to time what securities and other investments will be purchased, retained or sold for the Separate Accountcreate; (b) will manage, in consultation with Developing the Advisor, investment policy statement for the Separate Account’s temporary investments in securities, cash and cash equivalentsFunds; (c) will place orders pursuant to its investment determinations for Determining the Separate Account either directly with expense cap and related fees of the issuer or with any broker or dealerFunds; (d) will consult with Initial selection of the Advisor on a continuous basis as Sub-Advisers (subject to the Fund’s total assets which shall be invested in the Separate AccountAdviser approval); (e) will attend either Determination of ongoing allocation changes (or other investment policy changes), subject to Adviser’s approval; (f) Ongoing recommendations for changes in person or via telephone Sub-Advisers (subject to Adviser approval); (g) Determination of certain operational issues with respect to conversion/transfer to initially fund the Funds (i.e. coordinating transfers with the administrator of the Funds, Unified Fund Services, Inc. (the “Fund Administrator”) and the Adviser); (h) Assisting the Fund Administrator in design of Fund paperwork, statements, website, etc; and (i) attending regular business and investment-related meetings with the Funds’ Board of Trustees and the Advisor, as Adviser if requested to do so by the Adviser. The Adviser will perform required due diligence on the Sub-Advisers and will attend the regular business and investment-related meetings with the Trust, the Advisor or both; and (f) will maintain books and records with respect to the securities transactions for the Separate Account, furnish to the Advisor and the Board of Trustees such periodic and special reports as they may reasonably request with respect to the Separate Account, and provide in advance to the Advisor all reports to the Board of Trustees for examination and review within a reasonable time prior to the ’s Board of Trustees’ meetings. Information and documentation related to the due diligence performed by the Adviser will be provided to and available for PRC. PRC has the right to contact the Sub-Advisers to gather information as needed. The Adviser will be responsible for all duties of the Adviser, unless otherwise specified in this Agreement.

Advisory Services. Subject to the supervision of the Trust's Board of Trustees and the AdvisorAdviser, the Sub-Advisor Adviser will assist the Advisor Adviser in providing a continuous investment program for with respect to the Separate AccountFund's portfolio, including investment research and management with respect to the all securities and investments and cash equivalents comprising in the Separate AccountFund. The Sub-Advisor Adviser will provide services under this Agreement in accordance with the Fund’s 's investment objectiveobjectives, policies and restrictions as set forth stated in the Fund’s (i) registration 's prospectus, statement filed with the Securities of additional information and Exchange Commission in effect on the date hereof and as amended or supplemented during the term of this Agreement and (ii) resolutions of the Trust's Board of Trustees applicable to the Fund. The Fund shall provide , as provided to the Sub-Advisor with written notice of any changes Adviser by the Adviser from time to such objective, policies and restrictions no less than 60 days prior to the effectiveness of any such changetime. Without limiting the generality of the foregoing, the Sub-Advisor Adviser further agrees that it: (a) will assist in determining it will, with respect to the Fund: determine from time to time what securities and other investments will be purchased, retained or sold for the Separate Account; (b) will manage, in consultation with the Advisor, the Separate Account’s temporary investments in securities, cash and cash equivalents; (c) will Fund; place orders pursuant to its investment determinations for the Separate Account Fund either directly with the issuer or with any broker or dealer; (d) will consult ; not purchase shares of the Fund for itself or for accounts with respect to which it exercises sole investment discretion in connection with such transactions except as permitted by the Advisor on a continuous basis as to Trust's Board of Trustees or by federal, state and local law; manage the Fund’s total assets which shall be invested in the Separate Account; (e) will 's overall cash position; attend either in person or via telephone regular periodic business and investment-related meetings with the Trust's Board of Trustees and the Advisor, as Adviser if requested to do so by the TrustTrust and/or the Adviser, and such other meetings as may be mutually agreed; respond to requests from the Advisor Adviser or boththe Fund's custodian for assistance in obtaining price sources or other information and analysis pertinent to pricing determinations for securities held by the Fund, and periodically review Fund security valuations for reasonableness; and (f) will ensure that, if required, securities are identified for proper segregation and collateralization; maintain books and records with respect to the securities transactions for the Separate AccountFund, furnish to the Advisor Adviser and the Trust's Board of Trustees such periodic and special reports as they may reasonably request with respect to the Separate AccountFund, and provide in advance to the Advisor Adviser all reports to the Board of Trustees for examination and review within a reasonable time prior to the Trust's Board meetings; and (i) vote proxies in accordance with such proxy policies and procedures as may be mutually agreed from time to time and provide such information regarding such proxies and its exercise of Trustees’ meetingsproxy voting authority as reasonably requested by the Adviser, including information sufficient to prepare annual proxy voting record filings with the Securities and Exchange Commission on Form N-PX.