Common use of Advisory Services Clause in Contracts

Advisory Services. You will regularly provide the Fund with advice concerning the investment management of that portion of the Fund’s assets that are allocated to you, which advice shall be consistent with the investment objectives and policies 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 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. You shall also exercise or direct the exercise of any privilege or right attaching to that portion of the Fund’s assets that are allocated to you, including corporate actions; provided, however that the Fund shall retain all power and authority to vote any proxies solicited by or with respect to the issuers of such assets. 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 provisions of the Fund’s Registration Statement as amended or supplemented under the Securities Act of 1933, as amended, and the Investment Company Act; provided that the Adviser shall retain its oversight responsibilities with respect to the Fund’s compliance with the foregoing laws, rules and regulations. You shall maintain written compliance policies and procedures that are reasonably designed to prevent violation by you and, in connection with carrying out your duties to the Fund hereunder, the Fund of applicable federal securities laws (as defined in Rule 38a-1 under the Investment Company Act). 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 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 that, in each case, could have a material adverse effect on the Fund or the provision of your services hereunder. 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; provided, however, that you (i) shall not be required to transfer any material that is not legally required to be maintained by or on behalf of the Fund and that constitutes your proprietary information and analyses (except as may be required by law or legal process); and (ii) may retain copies of such records, which shall remain confidential as they relate to the Trust. 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 make your officers and employees available to meet with the Trustees and the Trust’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, officers and employees to engage in any other business or to devote his or her time and attention in part to the management or other aspects of any business, whether of a similar or a dissimilar nature, nor limit or restrict your right to engage in any other business or to render service of any kind to any other corporation, firm, individual or association, except as specifically prescribed in Section 4. The Adviser and the Trust understand and agree that nothing contained in this Agreement shall be deemed to impose upon you any obligation to purchase or sell, or to recommend for purchase or sale, for the Fund’s account any security or other asset that you or your employees or affiliates may purchase or sell for your or their own account or for the account of any other client, if in your sole discretion it is for any reason undesirable or impracticable to take such action or make such recommendation for the Fund’s account.

Advisory Services. You Subject to the supervision and approval of ----------------- the Company's Board of Directors, you will regularly 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 Directors of which you will be advised. In connection therewith, you will obtain and provide investment research and 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. In the event that the Company establishes one or more portfolios other than the Fund with advice concerning 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 Company in writing, whereupon such portfolio shall become a Fund hereunder and shall be subject to the provisions of this Agreement to the same extent as the Fund except to the extent that said provisions (including those relating to compensation payable by such additional Fund to you as investment management of that portion adviser) are modified with respect to such additional Fund in writing by you and the Company at the time. You will comply with all rules and regulations of the Fund’s assets that are allocated Securities and Exchange Commission applicable to youyou in connection with your performance of this Agreement, which advice shall be consistent and will in addition conduct your activities under this Agreement in accordance with the investment objectives and policies 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 maylaw, from time to timeincluding banking law, make additions to and withdrawals from the assets of the Fund allocated applicable to you. You will determine what securities shall be purchased not make loans for such portion the purpose of the Fund’s assetspurchasing or carrying Fund shares, 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 make interest-bearing loans 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 youCompany. In accordance with paragraph 5, you or your agent shall arrange for the placing of all 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. You will place orders pursuant to your investment determination for the Fund either directly with the issuer or with any broker or dealer selected by you. In executing portfolio transactions and selecting brokers or dealers selected by dealers, you for that portion 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 Fund’s assets market in the security, the price of the security, the financial condition and execution capability of the broker or dealer, and the reasonableness of the commission, if any, both for the specific transaction and on a 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, as amended) to or for the benefit of the Fund and/or other accounts over which you serve as sub-or any of your affiliates exercises investment adviserdiscretion. You shall also exercise are authorized to pay to a broker or direct dealer who provides such brokerage and research services a commission for executing a portfolio transaction for the exercise of any privilege or right attaching to that portion Fund which is in excess of the Fund’s assets amount of commission another broker or dealer would have charged for effecting that are allocated 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, including corporate actions; provided, however that the Fund shall retain all power and authority to vote any proxies solicited by or with respect to the issuers of such assets. 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's principal underwriter, or any affiliated person thereof except 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 provisions of the Fund’s Registration Statement as amended or supplemented under permitted by the Securities Act of 1933, as amended, and the Investment Company Act; provided that the Adviser shall retain its oversight responsibilities with respect to the Fund’s compliance with the foregoing laws, rules and regulations. You shall maintain written compliance policies and procedures that are reasonably designed to prevent violation by you and, in connection with carrying out your duties to the Fund hereunder, the Fund of applicable federal securities laws (as defined in Rule 38a-1 under the Investment Company Act). 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 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 that, in each case, could have a material adverse effect on the Fund or the provision of your services hereunder. 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; provided, however, that you (i) shall not be required to transfer any material that is not legally required to be maintained by or on behalf of the Fund and that constitutes your proprietary information and analyses (except as may be required by law or legal process); and (ii) may retain copies of such records, which shall remain confidential as they relate to the Trust. 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 make your officers and employees available to meet with the Trustees and the Trust’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, officers and employees to engage in any other business or to devote his or her time and attention in part to the management or other aspects of any business, whether of a similar or a dissimilar nature, nor limit or restrict your right to engage in any other business or to render service of any kind to any other corporation, firm, individual or association, except as specifically prescribed in Section 4. The Adviser and the Trust understand and agree that nothing contained in this Agreement shall be deemed to impose upon you any obligation to purchase or sell, or to recommend for purchase or sale, for the Fund’s account any security or other asset that you or your employees or affiliates may purchase or sell for your or their own account or for the account of any other client, if in your sole discretion it is for any reason undesirable or impracticable to take such action or make such recommendation for the Fund’s accountExchange Commission.

Advisory Services. You will regularly provide the each Fund with advice concerning the investment management of that portion of the Fund’s assets that are allocated to youassets, which advice shall be consistent with the investment objectives and policies of the Fund as set forth in the Fund’s Prospectus and Statement of Additional Information Information, as amended or supplemented, and any investment guidelines or other instructions received in writing from the AdviserAdviser (the “Guidelines”). 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 youeach Fund. You will determine what securities and other financial instruments shall be purchased for such portion of the each Fund’s assets, what securities and other financial instruments shall be held or sold by such portions of the each 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 each 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 amended or supplemented, or any investment guidelines or other instructions received by you 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 each Fund. Your investment authority shall include the authority to purchase, sell, cover open positions, and generally to deal in securities and financial instruments, such as financial futures contracts and options thereon, subject always to the investment objectives, policies and restrictions of each Fund as set forth in the Prospectus and Statement of Additional Information for the Fund’s assets . To implement your investment authority, you are authorized to: (i) open and maintain brokerage accounts for which you serve securities and derivative instruments, including financial futures and options and swaps (such accounts hereinafter referred to as sub-investment adviser“brokerage accounts”) on behalf of and in the name of a Fund and (ii) execute for and on behalf of a Fund, standard customer agreements with a broker or brokers. You shall also exercise or direct the exercise of any privilege or right attaching to that portion of the Fund’s assets that are allocated to you, including corporate actions; provided, however that the Fund shall retain all power and authority to vote any proxies solicited by or with respect to the issuers of such assets. The Adviser shall provide you with written statements of have no responsibility for actions taken in reliance on the Declaration of Trust; the By-Laws; the a Fund’s written investment objectives and policies; the Prospectus and Statement of Additional Information Information; and written instructions, each 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 each Fund’s assets allocated complies with, applicable requirements of the Funds’ compliance policies and procedures adopted pursuant to Rule 38a-1 under the Investment Company Act provided to you complies with(“Fund Policies and Procedures”), the Investment Company Act and Investment Advisers Act of 1940, as amended (the “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 Prospectus and Statement of Additional Information, as amended or supplemented supplemented, included in the Funds’ effective registration statement filed on Form N-1A under the Securities Act of 1933, as amendedamended (“Securities Act”), and the Investment Company Act; provided that Act (the Adviser shall retain its oversight responsibilities “Registration Statement”). The Board has delegated to you discretionary authority to exercise voting rights with respect to all proxies solicited by or with respect to the issuers of securities and other investments in each Fund. You shall be responsible for the administration of the proxy voting process and exercise these voting rights or refrain from voting in accordance with your then-current proxy voting policy, procedures and/or guidelines, as provided to us from time to time and based on the best interests of the Fund’s compliance shareholders. You are authorized to instruct the Funds’ custodian as necessary in order for you to receive proxies and shareholder communications relating to securities held in each Fund. You will maintain appropriate records detailing your voting of proxies on behalf of the Funds and, upon the Adviser’s reasonable request, will provide a report setting forth the names of the issuers, proposals voted on, how the Funds’ shares were voted and your resolution of any conflicts of interest. For the avoidance of doubt, you will not be responsible for filing Form N-PX or any other regulatory filings in connection with the foregoing laws, rules and regulationsyour discretionary authority to exercise of voting rights with respect to a Fund. You shall maintain written compliance policies and procedures pursuant to Rule 206(4)-7 under the Investment Advisers Act that are reasonably designed to ensure compliance by you with the Investment Advisers Act and the rules thereunder, which shall include compliance policies and procedures that are reasonably designed to prevent violation by you and, yourself and each Fund from violating the requirements referenced in connection with carrying out your duties to the Fund hereunder, the Fund of preceding paragraphs and applicable federal securities laws (as defined in Rule 38a-1 under the Investment Company Act)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 as 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 immediately upon detection of any material breach of any of the Fund’s policies, guidelines Funds’ Policies and Procedures or procedures Guidelines 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 each 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 management of the Fund Funds or your activities as an investment adviser generally thatgenerally, in each case, when the violation could have a be considered material adverse effect on the Fund or the provision of to your services hereunderadvisory clients. You shall keep the Fund’s Funds’ books and records that are specified in this Agreement as required 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 Funds required by Rule 31a-1 under the Investment Company Act. You agree that all records which you maintain for the Fund Funds are the property of the Fund Funds and you shall surrender promptly upon request and without any charge to the Fund Funds any of such records required to be maintained by you; provided. Notwithstanding the foregoing, however, that you (i) shall not be required entitled to transfer any material that is not legally maintain copies of such records as are required to be maintained by or on behalf you under applicable law and/or pursuant to your compliance policies and procedures. Upon reasonable request from the Adviser, you will reasonably assist the Valuation Committee of the Fund and that constitutes your proprietary information and analyses (except Trust in valuing securities or other financial instruments of the Funds as may be required by law or legal process); and (ii) may retain copies from time to time, including making available information of such records, which shall remain confidential as they relate you have knowledge related to the Trustsecurities or other financial instruments being valued. You will not be responsible for determining or ratifying the valuations of the securities or other assets included in each Fund that are used by a Fund for purposes of determining its net asset value (“NAV”) and assessing compliance with applicable laws and regulations and the Fund Policies and Procedures that depend on such valuations or NAV determinations. If permitted under applicable law, you shall promptly provide the Trust and the Adviser with any non-public information you receive as a result of transactions entered into on behalf of a Fund that is not received by another service provider to the Fund regarding class action claims or any other legal matters involving any security or other financial instrument held in the Funds and shall cooperate with the Trust and the Adviser to the extent necessary for the Trust or the Adviser to pursue and/or participate in any such action or matter. 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 Funds in any way or otherwise be deemed to be an agent of the Trust or the Fund Funds or of the Adviser. You will make your appropriate officers and employees available to meet meet, which may be done virtually or by teleconference, with the Trustees and the Trust’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 each Fund in light of current and prospective economic and market conditions. You will cooperate with the Trust’s independent public accountants and take all reasonable action in the performance of services and obligations under this Agreement to assure that the information needed by such accountants is made available to them for the expression of their opinion without any qualification as to the scope of their audit, including, but not limited to, their opinion included in the Trust’s annual report under the Investment Company Act and annual amendment to the Trust’s registration statement under the Investment Company Act. The Trust and the Adviser acknowledge that you are not authorized to hold client money or client assets, and you will not hold cash or assets on behalf of the Trust (but this shall not affect your ability to deal with investments on behalf of each Fund). Nothing in this Agreement shall limit or restrict the right of any of your directors, officers and employees to engage in any other business or to devote his or her time and attention in part to the management or other aspects of any business, whether of a similar or a dissimilar nature, nor limit or restrict your right to engage in any other business or to render service of any kind to any other corporation, firm, individual or association, except as specifically prescribed in Section paragraph 4. The Adviser and the Trust understand and agree You may not delegate to any person, including to one or more companies that nothing contained in this Agreement shall be deemed to impose upon you any obligation to purchase control, are controlled by, or sellare under common control with, or to recommend for purchase or sale, for the Fund’s account any security or other asset that you or your specified employees or affiliates may purchase or sell for your or their own account or for the account of any other clientsuch companies, if in any of your sole discretion it is for any reason undesirable or impracticable to take such action or make such recommendation for duties under this Agreement without the Fund’s accountprior written consent of the Adviser.

Advisory Services. You will regularly provide the Fund with advice concerning the investment management of that portion of the Fund’s assets that are allocated to you, which advice shall be consistent with the investment objectives and policies of the Fund as set forth in the Fund’s Prospectus and Statement of Additional Information Information, as amended or supplemented, 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 and other financial instruments shall be purchased for such portion of the Fund’s assets, what securities and other financial instruments shall be held or sold by such portions of the Fund’s assetssold, 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, as amended or supplemented, or any investment guidelines or other instructions received by you 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 adviseryou. You shall also exercise or direct the exercise of any privilege or right attaching to that portion of the Fund’s assets that are allocated to you, including corporate actions; provided, however that the Fund shall retain all power and authority to vote any proxies solicited by or with respect to the issuers of such assets. The Adviser shall provide you with written statements of have no responsibility for actions taken in reliance on the Declaration of Trust; the By-Laws; the Fund’s written investment objectives and policies; the Prospectus and Statement of Additional Information Information; and written instructions, each 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 of 1940, as amended (the “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 Prospectus and Statement of Additional Information, as amended or supplemented supplemented, under the Securities Act of 1933, as amended, and the Investment Company Act; provided that the Adviser shall retain its oversight responsibilities . The Board has delegated to you discretionary authority to exercise voting rights with respect to all proxies solicited by or with respect to the issuers of securities and other investments managed by you. You shall be responsible for the administration of the proxy voting process and exercise these voting rights or refrain from voting in accordance with your then-current proxy voting policy, procedures and/or guidelines, as provided to us from time to time and based on the best interests of the Fund’s compliance with shareholders. You are authorized to instruct the foregoing lawsFund’s custodian as necessary in order for you to receive proxies and shareholder communications relating to securities held. You will maintain appropriate records detailing your voting of proxies on behalf of the Fund and, rules upon the Adviser’s reasonable request, will provide a report setting forth the names of the issuers, proposals voted on, how the Fund’s shares were voted and regulationsyour resolution of any conflicts of interest. You shall maintain written compliance policies and procedures that are reasonably designed to ensure the Fund’s compliance with the foregoing and to prevent violation by you and, in connection with carrying out your duties to yourself and the Fund hereunder, the Fund of from violating applicable federal securities laws (as defined in Rule 38a-1 under the Investment Company Act)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 as 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 immediately upon detection of any material 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 Fund, or your activities as an investment adviser generally that, in each case, if such violation could have a reasonably be considered material adverse effect on the Fund or the provision of to your services hereunderadvisory clients. WESTFIELD CAPITAL MANAGEMENT COMPANY L.P. 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 upon request and without any charge to the Fund any of such records required to be maintained by you; provided, however, provided that you (i) shall not be may retain a copy of any records you are required to transfer any material that is not legally required to be maintained maintain by applicable law. Upon reasonable request from the Adviser, you will reasonably assist the Valuation Committee of the Trust in valuing securities or on behalf other financial instruments of the Fund and that constitutes your proprietary information and analyses (except as may be required by law or legal process); and (ii) may retain copies from time to time, including making available information of such records, which shall remain confidential as they relate you have knowledge related to the Trustsecurities or other financial instruments being valued. You shall promptly provide the Trust and the Adviser with any information you receive regarding class action claims or any other legal matters involving any security or other financial instrument held in the Fund and shall cooperate with the Trust and the Adviser to the extent necessary for the Trust or the Adviser to pursue and/or participate in any such action or matter. 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 make your officers and employees available to meet with the Trustees and the Trust’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. You will cooperate with the Trust’s independent public accountants and take all reasonable action in the performance of services and obligations under this Agreement to assure that the information needed by such accountants is made available to them for the expression of their opinion without any qualification as to the scope of their audit, including, but not limited to, their opinion included in the Trust’s annual report under the Investment Company Act and annual amendment to the Trust’s registration statement under the Investment Company Act. Nothing in this Agreement shall limit or restrict the right of any of your directors, officers and employees to engage in any other business or to devote his or her time and attention in part to the management or other aspects of any business, whether of a similar or a dissimilar nature, nor limit or restrict your right to engage in any other business or to render service of any kind to any other corporation, firm, individual or association, except as specifically prescribed in Section paragraph 4. The Adviser and the Trust understand and agree You may not delegate to any person, including to one or more companies that nothing contained in this Agreement shall be deemed to impose upon you any obligation to purchase control, are controlled by, or sellare under common control with, or to recommend for purchase or sale, for the Fund’s account any security or other asset that you or your specified employees or affiliates may purchase or sell for your or their own account or for the account of any other clientsuch companies, if in any of your sole discretion it is for any reason undesirable or impracticable to take such action or make such recommendation for duties under this Agreement without the Fund’s account.prior written consent of the Adviser. WESTFIELD CAPITAL MANAGEMENT COMPANY L.P.

Advisory Services. You will regularly provide the Fund with advice concerning the investment management of that portion of the Fund’s 's assets that are allocated which the Board of Trustees determines to youallocate to you from time to time, which advice shall be consistent with the investment objectives and policies of the Fund as set forth in the Fund’s '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 shall be purchased for such portion of the Fund’s 's assets, what securities shall be held or sold by such portions of the Fund’s assetssold, and what portion of such assets shall be held uninvested, subject always to the provisions of the Trust’s 's Declaration of Trust and By-Laws, Laws and the Investment Company Act and to the investment objectives, policies and restrictions (including, without limitation, the requirements of Subchapter M of the Internal Revenue Code of 1986, as amended (the "Code") 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 '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 's assets for which you serve as sub-investment adviser. You shall also exercise or direct the exercise of any privilege or right attaching to that portion of the Fund’s assets that are allocated to you, including corporate actions; provided, however that the Fund shall retain all power and authority to vote any proxies solicited by or with respect to the issuers of such assets. The Adviser shall provide you with written statements of the Declaration of Trust; the By-Laws; the Fund’s written 's 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 portfolio of the Fund 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, regulations and with the provisions of the Fund’s 's Registration Statement as amended or supplemented under the Securities Act of 1933, as amended, and the Investment Company Act; provided that the Adviser shall retain its oversight responsibilities with respect to the Fund’s compliance with the foregoing laws, rules and regulations. You shall maintain written compliance policies and procedures that are reasonably designed to prevent violation by you and, in connection with carrying out your duties to the Fund hereunder, the Fund of applicable federal securities laws (as defined in Rule 38a-1 under the Investment Company Act). 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 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 that, in each case, could have a material adverse effect on the Fund or the provision of your services hereunder. 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; provided, however, that you (i) shall not be required to transfer any material that is not legally required to be maintained by or on behalf of the Fund and that constitutes your proprietary information and analyses (except as may be required by law or legal process); and (ii) may retain copies of such records, which shall remain confidential as they relate to the Trust. 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 make your officers and employees available to meet with the Trust's officers and Trustees and the Trust’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 's assets allocated to you in the 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 a trustee, officer or employee of the Trust to engage in any other business or to devote his or her time and attention in part to the management or other aspects of any business, whether of a similar or a dissimilar nature, nor limit or restrict your right to engage in any other business or to render service of any kind to any other corporation, firm, individual or association, except as specifically prescribed in Section 4. The Adviser and the Trust understand and agree that nothing contained in this Agreement shall be deemed to impose upon you any obligation to purchase or sell, or to recommend for purchase or sale, for the Fund’s account any security or other asset that you or your employees or affiliates may purchase or sell for your or their own account or for the account of any other client, if in your sole discretion it is for any reason undesirable or impracticable to take such action or make such recommendation for the Fund’s account.engage

Advisory Services. You will regularly provide the Fund with advice concerning the investment management of that portion of the Fund’s assets that are allocated to you, which advice shall be consistent with the investment objectives and policies 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 Without any required consultation with the Adviser or the Board of Trustees prior to making a security acquisition or disposition, 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 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. You shall also exercise or direct the exercise of any privilege or right attaching to that portion of the Fund’s assets that are allocated to you, including corporate actions; provided, however that the Fund shall retain all power and authority to vote any proxies solicited by or with respect to the issuers of such assets. 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”), as specified by the Adviser to you, all other applicable federal and state laws and regulations, and with the provisions of the Fund’s Registration Statement as amended or supplemented under the Securities Act of 1933, as amended, and the Investment Company Act; provided that the Adviser shall retain its oversight responsibilities with respect to the Fund’s compliance with the foregoing laws, rules and regulations. 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 violation by you and, in connection with carrying out your duties to yourself and the Fund hereunder, the Fund of from violating applicable federal securities laws (as defined in Rule 38a-1 under the Investment Company Act)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 immediately upon detection of any material 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 that, in each case, could have a material adverse effect on the Fund or the provision of your services hereunder. 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; provided, however, that you (i) shall not be required to transfer any material that is not legally required to be maintained by or on behalf of the Fund and that constitutes your proprietary information and analyses (except as may be required by law or legal process); and (ii) may retain copies of such records, which shall remain confidential as they relate to the Trust. 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 make your officers and employees available to meet with the Trustees and the Trust’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, officers and employees to engage in any other business or to devote his or her time and attention in part to the management or other aspects of any business, whether of a similar or a dissimilar nature, nor limit or restrict your right to engage in any other business or to render service of any kind to any other corporation, firm, individual or association, except as specifically prescribed in Section 4. The Adviser and the Trust understand and agree that nothing contained in this Agreement shall be deemed to impose upon you any obligation to purchase or sell, or to recommend for purchase or sale, for the Fund’s account any security or other asset that you or your employees or affiliates may purchase or sell for your or their own account or for the account of any other client, if in your sole discretion it is for any reason undesirable or impracticable to take such action or make such recommendation for the Fund’s account.or

Advisory Services. You will regularly provide the Fund with advice concerning the investment management of that portion of the Fund’s assets that are allocated 's portfolio which the Board of Trustees determines to youallocate to you from time to time, which advice shall be consistent with the investment objectives and policies of the Fund as set forth in the Fund’s '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 shall be purchased for such portion of the Fund’s 's assets, what securities shall be held or sold by such portions of the Fund’s assetssold, and what portion of such assets shall be held uninvested, subject always to the provisions of the Trust’s 's Declaration of Trust and By-Laws, Laws and the Investment Company Act and to the investment objectives, policies and restrictions (including, without limitation, the requirements of Subchapter M of the Internal Revenue Code of 1986, as amended (the "Code") 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 's Prospectus and Statement of Additional Information, or any investment guidelines or other instructions received in writing from the Adviser, and subject, 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 's assets for which you serve as sub-investment adviser. You shall also exercise or direct the exercise of any privilege or right attaching to that portion of the Fund’s assets that are allocated to you, including corporate actions; provided, however that the Fund shall retain all power and authority to vote any proxies solicited by or with respect to the issuers of such assets. The Adviser shall provide you with written statements of the Declaration of Trust; the By-Laws; the Fund’s written 's 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 '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, regulations and with the provisions of the Fund’s 's Registration Statement as amended or supplemented under the Securities Act of 1933, as amended, and the Investment Company Act; provided that the Adviser shall retain its oversight responsibilities with respect to the Fund’s compliance with the foregoing laws, rules and regulations. You shall maintain written compliance policies and procedures that are reasonably designed to prevent violation by you and, in connection with carrying out your duties to the Fund hereunder, the Fund of applicable federal securities laws (as defined in Rule 38a-1 under the Investment Company Act). 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 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 that, in each case, could have a material adverse effect on the Fund or the provision of your services hereunder. 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; provided, however, that you (i) shall not be required to transfer any material that is not legally required to be maintained by or on behalf of the Fund and that constitutes your proprietary information and analyses (except as may be required by law or legal process); and (ii) may retain copies of such records, which shall remain confidential as they relate to the Trust. 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 make your officers and employees available to meet with the Trust's officers and Trustees and the Trust’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 's assets allocated to you in the 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 a trustee, officer or employee of the Trust to engage in any other business or to devote his or her time and attention in part to the management or other aspects of any business, whether of a similar or a dissimilar nature, nor limit or restrict your right to engage in any other business or to render service of any kind to any other corporation, firm, individual or association, except as specifically prescribed in Section 4. The Adviser and the Trust understand and agree that nothing contained in this Agreement shall be deemed to impose upon you any obligation to purchase or sell, or to recommend for purchase or sale, for the Fund’s account any security or other asset that you or your employees or affiliates may purchase or sell for your or their own account or for the account of any other client, if in your sole discretion it is for any reason undesirable or impracticable to take such action or make such recommendation for the Fund’s account.

Advisory Services. You will regularly provide the Fund with advice concerning the investment management of that portion of the Fund’s assets that are allocated 's portfolio which the Board of Trustees determines to youallocate to you from time to time, which advice shall be consistent with the investment objectives objective and policies of the Fund as set forth in the Fund’s '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 shall be purchased for such portion of the Fund’s 's assets, what securities shall be held or sold by such portions of the Fund’s assetssold, and what portion of such assets shall be held uninvested, subject always to the provisions of the Trust’s 's Declaration of Trust and By-Laws, Laws and the Investment Company Act and to the investment objectivesobjective, policies and restrictions (including, without limitation, the requirements of Subchapter M of the Internal Revenue Code of 1986, as amended (the "Code") 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 '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 's assets for which you serve as sub-investment adviser. You shall also exercise or direct the exercise of any privilege or right attaching to that portion of the Fund’s assets that are allocated to you, including corporate actions; provided, however that the Fund shall retain all power and authority to vote any proxies solicited by or with respect to the issuers of such assets. The Adviser shall provide you with written statements of the Declaration of Trust; the By-Lawslaws; the Fund’s written investment objectives objective and policies; the Prospectus prospectus and Statement statement of Additional Information 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, in accordance with and will ensure that your management of the portion of the Fund’s assets portfolio of the Fund allocated to you complies with, conforms 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 of Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”), all other applicable federal and state laws and regulations, regulations and with the provisions of the Fund’s 's Registration Statement as amended or supplemented under the Securities Act of 1933, as amended, and the Investment Company Act; provided that the Adviser shall retain its oversight responsibilities with respect to the Fund’s compliance with the foregoing laws, rules and regulations. You shall maintain written compliance policies and procedures that are reasonably designed to prevent violation by you and, in connection with carrying out your duties to the Fund hereunder, the Fund of applicable federal securities laws (as defined in Rule 38a-1 under the Investment Company Act). 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 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 that, in each case, could have a material adverse effect on the Fund or the provision of your services hereunder. 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; provided, however, that you (i) shall not be required to transfer any material that is not legally required to be maintained by or on behalf of the Fund and that constitutes your proprietary information and analyses (except as may be required by law or legal process); and (ii) may retain copies of such records, which shall remain confidential as they relate to the Trust. 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 make your officers and employees available to meet with the Trust's officers and Trustees and the Trust’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 's assets allocated to you in the 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 a trustee, officer or employee of the Trust to engage in any other business or to devote his or her time and attention in part to the management or other aspects of any business, whether of a similar or a dissimilar nature, nor limit or restrict your right to engage in any other business or to render service of any kind to any other corporation, firm, individual or association, except as specifically prescribed in Section 4. The Adviser and the Trust understand and agree that nothing contained in this Agreement shall be deemed to impose upon you any obligation to purchase or sell, or to recommend for purchase or sale, for the Fund’s account any security or other asset that you or your employees or affiliates may purchase or sell for your or their own account or for the account of any other client, if in your sole discretion it is for any reason undesirable or impracticable to take such action or make such recommendation for the Fund’s account.of

Advisory Services. You will regularly provide the Fund with advice concerning the investment management of that portion of the Fund’s assets that are allocated which the Board of Trustees determines to youallocate to you from time to time, which advice shall be consistent with the investment objectives and policies 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 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 assetssold, 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, Laws and the Investment Company Act and to the investment objectives, policies and restrictions (including, without limitation, the requirements of Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”) 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, 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. You shall also exercise or direct the exercise of any privilege or right attaching to that portion of the Fund’s assets that are allocated to you, including corporate actions; provided, however that the Fund shall retain all power and authority to vote any proxies solicited by or with respect to the issuers of such assets. 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 portfolio of the Fund 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, regulations and with the provisions of the Fund’s Registration Statement as amended or supplemented under the Securities Act of 1933, as amended, and the Investment Company Act; provided that the Adviser shall retain its oversight responsibilities with respect to the Fund’s compliance with the foregoing laws, rules and regulations. You shall maintain written compliance policies and procedures that are reasonably designed to prevent violation by you and, in connection with carrying out your duties to the Fund hereunder, the Fund of applicable federal securities laws (as defined in Rule 38a-1 under the Investment Company Act). 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 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 that, in each case, could have a material adverse effect on the Fund or the provision of your services hereunder. 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; provided, however, that you (i) shall not be required to transfer any material that is not legally required to be maintained by or on behalf of the Fund and that constitutes your proprietary information and analyses (except as may be required by law or legal process); and (ii) may retain copies of such records, which shall remain confidential as they relate to the Trust. 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 make your officers and employees available to meet with the Trustees and the Trust’s or Adviser’s officers and Trustees 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 the 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 to engage in any other business or to devote his or her time and attention in part to the management or other aspects of any business, whether of a similar or a dissimilar nature, nor limit or restrict your right to engage in any other business or to render service of any kind to any other corporation, firm, individual or association, except as specifically prescribed in Section 4. The Adviser and the Trust understand and agree that nothing contained in this Agreement shall be deemed to impose upon you any obligation to purchase or sell, or to recommend for purchase or sale, for the Fund’s account any security or other asset that you or your employees or affiliates may purchase or sell for your or their own account or for the account of any other client, if in your sole discretion it is for any reason undesirable or impracticable to take such action or make such recommendation for the Fund’s account. Nothing in this Agreement shall limit or restrict the right of any of your directors, officers and employees who may also be a trustee, officer or employee of the Trust to engage in any other business or to devote his or her time and attention in part to the management or other aspects of any business, whether of a similar or a dissimilar nature, nor limit or restrict your right to engage in any other business or to render service of any kind to any other corporation, firm, individual or association. You shall review all proxy solicitation materials and be responsible for voting and handling all proxies in relation to the securities that you manage for the Fund. The Adviser shall instruct the custodian and other parties providing services to the Fund to promptly forward misdirected proxies to you.

Advisory Services. You will regularly provide the Fund with advice concerning the investment management of that portion of the Fund’s assets that are allocated to you, which advice shall be consistent with the investment objectives and policies 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 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, Laws and the Investment Company Act and to the investment objectives, policies and restrictions (including, without limitation, the requirements of Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”) 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, 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. You shall also exercise or direct the exercise of any privilege or right attaching to that portion of the Fund’s assets that are allocated to you, including corporate actions; provided, however that the Fund shall retain all power and authority to vote any proxies solicited by or with respect to the issuers of such assets. 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, to and will ensure that your management of the portion of the Fund’s assets allocated to you complies with, 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 under the Securities Act of 1933, as amended, and the Investment Company Act; provided that the Adviser shall retain its oversight responsibilities with respect to the Fund’s compliance with the foregoing laws, rules and regulations. You shall maintain written compliance policies and procedures that are reasonably designed to prevent violation by you and, in connection with carrying out your duties to the Fund hereunder, the Fund of applicable federal securities laws (as defined in Rule 38a-1 under the Investment Company Act). 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 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 that, in each case, could have a material adverse effect on the Fund or the provision of your services hereunder. 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; provided, however, that you (i) shall not be required to transfer any material that is not legally required to be maintained by or on behalf of the Fund and that constitutes your proprietary information and analyses (except as may be required by law or legal process); and (ii) may retain copies of such records, which shall remain confidential as they relate to the Trust. 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 make your officers and employees available to meet with the Trustees and the Trust’s or Adviser’s officers and Trustees 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, officers and employees to engage in any other business or to devote his or her time and attention in part to the management or other aspects of any business, whether of a similar or a dissimilar nature, nor limit or restrict your right to engage in any other business or to render service of any kind to any other corporation, firm, individual or association, except as specifically prescribed in Section 4. The Adviser and the Trust understand and agree that nothing contained in this Agreement shall be deemed to impose upon you any obligation to purchase or sell, or to recommend for purchase or sale, for the Fund’s account any security or other asset that you or your employees or affiliates may purchase or sell for your or their own account or for the account of any other client, if in your sole discretion it is for any reason undesirable or impracticable to take such action or make such recommendation for the Fund’s account.

Advisory Services. You will regularly provide the Fund with advice concerning the investment management of that portion of the Fund’s assets that are allocated to you, which advice shall be consistent with the investment objectives and policies 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 advance and 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, Laws and the Investment Company Act and Investment Advisers Act and to the investment objectives, policies and restrictions (including, without limitation, the requirements of Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”) 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, or any investment guidelines or other instructions received in writing and in advance 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. You shall also exercise or direct the exercise of any privilege or right attaching to that portion of the Fund’s assets that are allocated to you, including corporate actions; provided, however that the Fund shall retain all power and authority to vote any proxies solicited by or with respect to the issuers of such assets. 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 be fully protected and shall have no responsibility liability 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 applicable 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 under the Securities Act of 1933, as amended, and the Investment Company Act; provided that the Adviser shall retain its oversight responsibilities with respect to the Fund’s compliance with the foregoing laws, rules and regulations. You shall maintain written compliance policies and procedures that you reasonably believe are adequate to ensure that the provision or your services hereunder are reasonably designed to prevent violation by you and, in connection with carrying out your duties to yourself and the Fund hereunder, the Fund of from violating applicable federal securities laws (as defined in Rule 38a-1 under the Investment Company Act)laws. You agree to provide the Trust and the Adviser with such reports and certifications and with such reasonable access to your key 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 promptly notify the Adviser promptly upon detection of any material breach of any of failure to manage in accordance with the Fund’s policiesinvestment objective, policies and 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 regarding 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 that, in each case, could have a material adverse effect on the Fund or the provision of your services hereunder. You shall keep to 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; provided, however, that you (i) shall not be required to transfer any material that is not legally required to be maintained by or on behalf of the Fund and that constitutes your proprietary information and analyses (except as may be required by law or legal process); and (ii) may retain copies of such records, which shall remain confidential as they relate to the Trust. 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 make a director-level employee of your officers firm who is qualified to discuss your investment strategy and results in detail, and, if necessitated by the agenda of the meeting, other qualified employees available to meet with the Trustees and the Trust’s or Adviser’s officers at least quarterly on due semi-annually and at such other times as the Trust or Adviser may reasonably request, and you may agree, upon prior 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 conditionsyou. Nothing in this Agreement shall limit or restrict the right of any of your directors, partners, officers and and/or employees who may also be a trustee, officer or employee of the Trust to engage in any other business or to devote his or her time and attention in part to the management or other aspects of any business, whether of a similar or a dissimilar nature, nor limit or restrict your right to engage in any other business or to render service of any kind to any other corporation, firm, individual or association, except as specifically prescribed in Section 4. The Adviser and the Trust understand and agree that nothing contained in this Agreement shall be deemed to impose upon you any obligation to purchase or sell, or to recommend for purchase or sale, for the Fund’s account any security or other asset that you or your employees or affiliates may purchase or sell for your or their own account or for the account of any other client, if in your sole discretion it is for any reason undesirable or impracticable to take such action or make such recommendation for the Fund’s account.

Advisory Services. You will regularly provide the Fund with advice concerning the investment management of that portion of the Fund’s assets that are allocated to you, which advice shall be consistent with the investment objectives and policies 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 financial instruments shall be purchased for such portion of the Fund’s assets, what securities financial instruments 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 financial instruments with brokers or dealers selected by you for that portion of the Fund’s assets for which you serve as sub-investment adviser. You shall also exercise or direct the exercise of any privilege or right attaching to that portion of the Fund’s assets that are allocated to you, including corporate actions; provided, however that the Fund shall retain all power and authority to vote any proxies solicited by or with respect to the issuers of such assets. 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 provisions of the Fund’s Registration Statement as amended or supplemented under the Securities Act of 1933, as amended, and the Investment Company Act; provided that the Adviser shall retain its oversight responsibilities with respect to the Fund’s compliance with the foregoing laws, rules and regulations. You shall maintain written compliance policies and procedures that you reasonably believe are reasonably designed to prevent violation by you yourself and, in connection with carrying out your duties to the Fund hereunderas a result, the Fund of from violating applicable federal securities laws (as defined in Rule 38a-1 under relating to that portion of the Investment Company Act)Fund’s assets allocated to you. 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 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 thatgenerally, in each case, such as when the violation could have a be considered material adverse effect on the Fund or the provision of to your services hereunderadvisory 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; provided, however, provided that you (i) shall not be required to transfer any material that is not legally required to be maintained by or on behalf of the Fund and that constitutes your proprietary information and analyses (except as may be required by law or legal process); and (ii) may retain copies of such records, which shall remain confidential a copy as they relate to the Trustrequired for regulatory recordkeeping purposes. 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 make your officers and employees available to meet with the Trustees and the Trust’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, officers and employees to engage in any other business or to devote his or her time and attention in part to the management or other aspects of any business, whether of a similar or a dissimilar nature, nor limit or restrict your right to engage in any other business or to render service of any kind to any other corporation, firm, individual or association, except as specifically prescribed in Section 4. The Adviser and You shall not be responsible for taking any action to vote proxies for publicly traded equity securities. Notwithstanding the Trust understand and agree that nothing contained in this Agreement shall be deemed to impose upon foregoing, you any obligation to purchase may receive information concerning assets held by the Fund, including without limitation, conversion rights, subscription rights, warrants, options, pendency of calls, maturities of securities, expiration of rights, tender or sellexchange offers, or any other right or power requiring a discretionary decision by you. With respect to recommend for purchase assets other than publicly traded equity securities, you shall, when in the best interests of the Fund exercise such rights and/or powers. Additionally, you may receive and take action with respect to debt restructurings, reorganizations, refinancings or sale, for similar events with respect to securities or loans held in the Fund’s account any security or other asset that you or your employees or affiliates portfolio, and may purchase or sell receive and take action with respect to proxies for your or their own account or private equity securities. Your investment authority shall include the authority to purchase, sell, cover open positions, and generally to deal in financial futures contracts and options thereon, in accordance with the SAI and Prospectus for the account Trust. To implement your investment authority, you are authorized to: (i) 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 any 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 client, if property in your sole discretion it is for any reason undesirable or impracticable to take such action or make such recommendation for 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. You may delegate trade execution and other support functions (but not portfolio management) to your affiliates and may share such information as necessary to accomplish these purposes. Additionally, you may delegate back office services to State Street Investment Manager Solutions, LLC (“State Street IMS”). In all cases, you shall remain liable as if such services were provided by you directly. No additional fees shall be imposed for such services except as otherwise agreed. The Adviser represents, warrants and covenants that: (i) the Fund is a “qualified institutional buyer” (“QIB”) as defined in Rule 144A under the Securities Act of 1933, as amended, and will promptly notify you if the Fund ceases to be a QIB; (ii) the Fund is a “qualified eligible person” (“QEP”) as defined in Commodity Futures Trading Commission Rule 4.7 (“CFTC Rule 4.7”), and will promptly notify you if the Fund ceases to be a QEP; and (iii) the Fund hereby consents to be treated as an “exempt account” under CFTC Rule 4.7. Notwithstanding any other provision to the contrary, you shall have no obligation to perform the following services or to have your employees perform the following roles, as applicable: (a) preparing and filing material for distribution to shareholders of the Fund, including statistical information about the Fund and material regarding the Fund’s performance or investments; (b) providing your employees to serve as officers of the Trust; or (c) providing your employees to serve as the Trust’s Chief Compliance Officer and associated staff.

Advisory Services. You will regularly provide the Fund with advice concerning the investment management of that portion of the Fund’s assets that are allocated to you, which advice shall be consistent with the investment objectives and policies of the Fund as set forth in the Fund’s Prospectus and Statement of Additional Information Information, as amended or supplemented, 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 and other financial instruments shall be purchased for such portion of the Fund’s assets, what securities and other financial instruments 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, as amended or supplemented, or any investment guidelines or other instructions received by you 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 and other financial instruments with brokers or dealers selected by you for that portion of the Fund’s assets for which you serve as sub-investment adviser. You shall also exercise or direct the exercise of any privilege or right attaching to that portion of the Fund’s assets that are allocated to you, including corporate actions; provided, however that the Fund shall retain all power and authority to vote any proxies solicited by or with respect to the issuers of such assets. The Adviser shall provide you with written statements of have no responsibility for actions taken in reliance on the Declaration of Trust; the By-Laws; the Fund’s written investment objectives and policies; the Prospectus and Statement of Additional Information Information; and written instructions, each 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 of 1940, as amended (the “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 Prospectus and Statement of Additional Information, as amended or supplemented supplemented, under the Securities Act of 1933, as amended, and the Investment Company Act; provided that the Adviser shall retain its oversight responsibilities . The Board has delegated to you discretionary authority to exercise voting rights with respect to all proxies solicited by or with respect to the issuers of securities and other investments in the portion of the assets of the Fund managed by you. You shall be responsible for the administration of the proxy voting process and exercise these voting rights or refrain from voting in accordance with your then-current proxy voting policy, procedures and/or guidelines, as provided to us from time to time and based on the best interests of the Fund’s compliance with shareholders. You are authorized to instruct the foregoing lawsFund’s custodian as necessary in order for you to receive proxies and shareholder communications relating to securities held in the portion of the Fund’s assets managed by you. You will maintain appropriate records detailing your voting of proxies on behalf of the Fund and, rules upon the Adviser’s reasonable request, will provide a report setting forth the names of the issuers, proposals voted on, how the Fund’s shares were voted and regulationsyour resolution of any conflicts of interest. You shall maintain written compliance policies and procedures that are reasonably designed to ensure the Fund’s compliance with the foregoing and to prevent violation by you and, in connection with carrying out your duties to yourself and the Fund hereunder, the Fund of from violating applicable federal securities laws (as defined in Rule 38a-1 under the Investment Company Act)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 as 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 immediately upon detection of any material 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 thatgenerally, in each case, such as when the violation could have a be considered material adverse effect on the Fund or the provision of to your services hereunderadvisory clients. You shall keep the Fund’s records of trade activity and trade confirms and other books and records related to the services that you provide to the Fund required to be maintained kept by you pursuant to Rule 31a-1 under the Investment Company Act and other applicable legal and regulatory requirements 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 upon request and without any charge to the Fund any of such records required to be maintained by you; provided. Upon reasonable request from the Adviser, however, that you (i) shall not be required to transfer any material that is not legally required to be maintained by will reasonably assist the Valuation Committee of the Trust in valuing securities or on behalf other financial instruments of the Fund and that constitutes your proprietary information and analyses (except as may be required by law or legal process); and (ii) may retain copies from time to time, including making available information of such records, which shall remain confidential as they relate you have knowledge related to the Trustsecurities or other financial instruments being valued. You shall promptly provide the Trust and the Adviser with any information you receive regarding class action claims or any other legal matters involving any security or other financial instrument held in the Fund and shall cooperate with the Trust and the Adviser to the extent necessary for the Trust or the Adviser to pursue and/or participate in any such action or matter. 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 make your officers and employees available to meet with the Trustees and the Trust’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. You will cooperate with the Trust’s independent public accountants and take all reasonable action in the performance of services and obligations under this Agreement to assure that the information needed by such accountants is made available to them for the expression of their opinion without any qualification as to the scope of their audit, including, but not limited to, their opinion included in the Trust’s annual report under the Investment Company Act and annual amendment to the Trust’s registration statement under the Investment Company Act. Nothing in this Agreement shall limit or restrict the right of any of your directors, officers and employees to engage in any other business or to devote his or her time and attention in part to the management or other aspects of any business, whether of a similar or a dissimilar nature, nor limit or restrict your right to engage in any other business or to render service of any kind to any other corporation, firm, individual or association, except as specifically prescribed in Section paragraph 4. The Adviser and the Trust understand and agree You may not delegate to any person, including to one or more companies that nothing contained in this Agreement shall be deemed to impose upon you any obligation to purchase control, are controlled by, or sellare under common control with, or to recommend for purchase or sale, for the Fund’s account any security or other asset that you or your specified employees or affiliates may purchase or sell for your or their own account or for the account of any other clientsuch companies, if in any of your sole discretion it is for any reason undesirable or impracticable to take such action or make such recommendation for duties under this Agreement without the Fund’s accountprior written consent of the Adviser.

Advisory Services. You will regularly provide the Fund with advice concerning the investment management of that portion of the Fund’s assets that are allocated to youassets, which advice shall be consistent with the investment objectives and policies of the Fund as set forth in the Fund’s Prospectus and Statement of Additional Information Information, as amended or supplemented, 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 and financial instruments shall be purchased for such portion of the Fund’s assets, what securities and financial instruments 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-LawsLaws and the Investment Company Act, and to the investment objectives, policies and restrictions (including, without limitation, the requirements of Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”) 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, 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 and financial instruments with brokers or dealers selected by you for that portion of the Fund’s assets for which you serve as sub-investment adviser. You shall also exercise or direct the exercise of any privilege or right attaching to that portion of the Fund’s assets that are allocated to you, including corporate actions; provided, however that the Fund shall retain all power and authority to vote any proxies solicited by or with respect to the issuers of such assets. The Adviser shall provide you with written statements of the Declaration of Trust; the By-Laws; the Fund’s written investment objectives and policiespolicies and procedures; 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 Fund complies with, the Investment Company Act and Investment Advisers Act of 1940, as amended (the “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 under the Securities Act of 1933, as amended, and the Investment Company Act; provided that the Adviser shall retain its oversight responsibilities . The Board has delegated to you discretionary authority to exercise voting rights with respect to all proxies solicited by or with respect to the issuers of securities and other investments of the Fund. You shall be responsible for the administration of the proxy voting process and exercise these voting rights or refrain from voting in accordance with your then-current proxy voting policy, procedures and/or guidelines, as provided to us from time to time and based on the best interests of the Fund’s compliance with shareholders. You are authorized to instruct the foregoing lawsFund’s custodian as necessary in order for you to receive proxies and shareholder communications relating to securities held in the Fund. You will maintain appropriate records detailing your voting of proxies on behalf of the Fund and, rules upon the Adviser’s reasonable request, will provide a report setting forth the names of the issuers, proposals voted on, how the Fund’s shares were voted and regulationsyour resolution of any conflicts of interest. 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 violation by you and, in connection with carrying out your duties to yourself and the Fund hereunder, the Fund of from violating applicable federal securities laws (as defined in Rule 38a-1 under the Investment Company Act)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 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 your management 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 thatgenerally, in each case, such as when the violation could have a be considered material adverse effect on the Fund or the provision of your services hereunder. 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; provided, however, that you (i) shall not be required to transfer any material that is not legally required to be maintained by or on behalf of the Fund and that constitutes your proprietary information and analyses (except as may be required by law or legal process); and (ii) may retain copies of such records, which shall remain confidential as they relate to the Trustadvisory clients. 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 make your officers and employees available to meet with the Trustees and the Trust’s or Adviser’s officers and Trustees at least quarterly on due notice to review the investments and investment program of the portion of the Fund’s assets allocated to you Fund 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 to engage in any other business or to devote his or her time and attention in part to the management or other aspects of any business, whether of a similar or a dissimilar nature, nor limit or restrict your right to engage in any other business or to render service of any kind to any other corporation, firm, individual or association, except as specifically prescribed in Section 4. The Adviser and the Trust understand and agree that nothing contained in this Agreement shall be deemed to impose upon you any obligation to purchase or sell, or to recommend for purchase or sale, for the Fund’s account any security or other asset that you or your employees or affiliates may purchase or sell for your or their own account or for the account of any other client, if in your sole discretion it is for any reason undesirable or impracticable to take such action or make such recommendation for the Fund’s account.

Advisory Services. You will regularly provide the Fund with advice concerning the investment management of that portion of the Fund’s assets that are allocated to you, which advice shall be consistent with the investment objectives and policies of the Fund as set forth in the Fund’s Prospectus and Statement of Additional Information Information, as amended or supplemented, 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 and other financial instruments shall be purchased for such portion of the Fund’s assets, what securities and other financial instruments 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, as amended or supplemented, or any investment guidelines or other instructions received by you 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. You shall also exercise or direct the exercise of any privilege or right attaching to that portion at no time have custody of the Fund’s assets that are allocated to you, including corporate actions; provided, however that the Fund and shall retain all power and have no authority to vote deliver or pay securities or cash to yourself or any proxies solicited by or with respect to the issuers of such assetsthird party. The Adviser You shall provide you with written statements of have no responsibility for actions taken in reliance on the Declaration of Trust; the By-Laws; the Fund’s written investment objectives and policies; the Prospectus and Statement of Additional Information Information; and written instructions, each 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 of 1940, as amended (the “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 Prospectus and Statement of Additional Information, as amended or supplemented supplemented, under the Securities Act of 1933, as amended, and the Investment Company Act; provided that the Adviser shall retain its oversight responsibilities . The Board has delegated to you discretionary authority to exercise voting rights with respect to all proxies solicited by or with respect to the Fund’s compliance with issuers of securities and other investments in the foregoing laws, rules and regulationsportion of the assets of the Fund managed by you. You shall maintain written compliance policies and procedures that are reasonably designed to prevent violation by you and, in connection with carrying out your duties to the Fund hereunder, the Fund of applicable federal securities laws (as defined in Rule 38a-1 under the Investment Company Act). 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 be responsible for the purpose administration of assessing the adequacy of proxy voting process and exercise these voting rights or refrain from voting in accordance with your compliance policies then-current proxy voting policy, procedures and/or guidelines, as provided to us from time to time and procedures. You agree to notify based on the Adviser promptly upon detection of any material breach of any best interests 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 shareholders. You are authorized to that portion of instruct the Fund’s assets allocated custodian as necessary in order for you to you. You also agree to notify us promptly upon detection of any material violations of your compliance policies receive proxies and procedures that relate to the Fund or your activities as an investment adviser generally that, in each case, could have a material adverse effect on the Fund or the provision of your services hereunder. You shall keep the Fund’s books and records to be maintained by you and shall timely furnish to the Adviser all information shareholder communications 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; provided, however, that you (i) shall not be required to transfer any material that is not legally required to be maintained by or on behalf of the Fund and that constitutes your proprietary information and analyses (except as may be required by law or legal process); and (ii) may retain copies of such records, which shall remain confidential as they relate to the Trust. In the performance of your duties hereunder, you are and shall be an independent contractor and unless otherwise expressly provided herein or otherwise authorized securities held 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 make your officers and employees available to meet with the Trustees and the Trust’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 managed by you. You will maintain appropriate records detailing your voting of current and prospective economic and market conditions. Nothing in this Agreement shall limit or restrict proxies on behalf of the right Fund and, upon the Adviser’s reasonable request, will provide a report setting forth the names of any of your directorsthe issuers, officers and employees to engage in any other business or to devote his or her time and attention in part to the management or other aspects of any businessproposals voted on, whether of a similar or a dissimilar nature, nor limit or restrict your right to engage in any other business or to render service of any kind to any other corporation, firm, individual or association, except as specifically prescribed in Section 4. The Adviser and the Trust understand and agree that nothing contained in this Agreement shall be deemed to impose upon you any obligation to purchase or sell, or to recommend for purchase or sale, for how the Fund’s account any security or other asset that you or shares were voted and your employees or affiliates may purchase or sell for your or their own account or for the account resolution of any other client, if in your sole discretion it is for any reason undesirable or impracticable to take such action or make such recommendation for the Fund’s accountconflicts of interest.

Advisory Services. You will regularly provide the Fund with advice concerning the investment management of that portion of the Fund’s assets that are allocated to you, which advice shall be consistent with the investment objectives and policies 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 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) 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 shall also exercise may, using such of the securities and other property in the Fund’s portfolio as you deem necessary or desirable, direct the exercise of any privilege or right attaching custodian to that portion deposit on behalf of the Fund’s assets that are allocated 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 you, including corporate actions; provided, however that the Fund shall retain all power and authority to vote any proxies solicited by such brokers as you deem desirable or with respect to the issuers of such assetsappropriate. 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 provisions of the Fund’s Registration Statement as amended or supplemented under the Securities Act of 1933, as amended, and the Investment Company Act; provided that the Adviser shall retain its oversight responsibilities . The Board has delegated to you discretionary authority to exercise voting rights with respect to all proxies solicited by or with respect to the issuers of securities and other investments in the portion of the assets of the Fund managed by you. You shall be responsible for the administration of the proxy voting process and exercise these voting rights or refrain from voting in accordance with your then-current proxy voting policy, procedures and/or guidelines, as provided to us from time to time and based on the best interests of the Fund’s compliance with shareholders. You are authorized to instruct the foregoing lawsFund’s custodian as necessary in order for you to receive proxies and shareholder communications relating to securities held in the portion of the Fund’s assets managed by you. You will maintain appropriate records detailing your voting of proxies on behalf of the Fund and, rules upon the Adviser’s reasonable request, will provide a report setting forth the names of the issuers, proposals voted on, how the Fund’s shares were voted and regulationsyour resolution of any conflicts of interest. 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 violation by you and, in connection with carrying out your duties to yourself and the Fund hereunder, the Fund of from violating applicable federal securities laws (as defined in Rule 38a-1 under the Investment Company Act)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 immediately upon detection of any material 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 thatgenerally, in each case, such as when the violation could have a be considered material adverse effect on the Fund or the provision of to your services hereunderadvisory 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; provided, however, that you (i) shall not be required to transfer any material that is not legally required to be maintained by or on behalf of the Fund and that constitutes your proprietary information and analyses (except as may be required by law or legal process); and (ii) may retain copies of such records, which shall remain confidential as they relate to the Trust. 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 make your officers and employees available to meet with the Trustees and the Trust’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, officers and employees to engage in any other business or to devote his or her time and attention in part to the management or other aspects of any business, whether of a similar or a dissimilar nature, nor limit or restrict your right to engage in any other business or to render service of any kind to any kind to any other corporation, firm, individual or association, except as specifically prescribed in Section 4. The Adviser and the Trust understand and agree that nothing contained in this Agreement shall be deemed to impose upon you any obligation to purchase or sell, or to recommend for purchase or sale, for the Fund’s account any security or other asset that you or your employees or affiliates may purchase or sell for your or their own account or for the account of any other client, if in your sole discretion it is for any reason undesirable or impracticable to take such action or make such recommendation for the Fund’s account.

Advisory Services. You will regularly provide the Fund with advice concerning the investment management of that portion of the Fund’s assets that are allocated to you, which advice shall be consistent with the investment objectives and policies 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 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, Laws and the Investment Company Act and to the investment objectives, policies and restrictions (including, without limitation, the requirements of Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”) 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, 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. You shall also exercise or direct the exercise of any privilege or right attaching to that portion of the Fund’s assets that are allocated to you, including corporate actions; provided, however that the Fund shall retain all power and authority to vote any proxies solicited by or with respect to the issuers of such assets. 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, to and will ensure that your management of the portion of the Fund’s assets allocated to you complies with, 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 under the Securities Act of 1933, as amended, and the Investment Company Act; provided that the Adviser shall retain its oversight responsibilities with respect to the Fund’s compliance with the foregoing laws, rules and regulations. You shall maintain written compliance policies and procedures that are reasonably designed to prevent violation by you and, in connection with carrying out your duties to the Fund hereunder, the Fund of applicable federal securities laws (as defined in Rule 38a-1 under the Investment Company Act). 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 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 that, in each case, could have a material adverse effect on the Fund or the provision of your services hereunder. 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; provided, however, that you (i) shall not be required to transfer any material that is not legally required to be maintained by or on behalf of the Fund and that constitutes your proprietary information and analyses (except as may be required by law or legal process); and (ii) may retain copies of such records, which shall remain confidential as they relate to the Trust. 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 make your officers and employees available to meet with the Trustees and the Trust’s or Adviser’s officers and Trustees 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, officers and employees who may also be a trustee, officer or employee of the Trust to engage in any other business or to devote his or her time and attention in part to the management or other aspects of any business, whether of a similar or a dissimilar nature, nor limit or restrict your right to engage in any other business or to render service of any kind to any other corporation, firm, individual or association, except as specifically prescribed in Section 4. The Adviser and the Trust understand and agree that nothing contained in this Agreement shall be deemed to impose upon you any obligation to purchase or sell, or to recommend for purchase or sale, for the Fund’s account any security or other asset that you or your employees or affiliates may purchase or sell for your or their own account or for the account of any other client, if in your sole discretion it is for any reason undesirable or impracticable to take such action or make such recommendation for the Fund’s account.

Advisory Services. You will regularly provide the Fund with advice concerning the investment management of that portion of the Fund’s assets that are allocated to you, which advice shall be consistent with the investment objectives and policies of the Fund as set forth in the Fund’s Prospectus and Statement of Additional Information Information, as amended or supplemented, 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 and other financial instruments shall be purchased for such portion of the Fund’s assets, what securities and other financial instruments 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, as amended or supplemented, or any investment guidelines or other instructions received by you 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. You shall also exercise or direct the exercise of any privilege or right attaching to that portion of the Fund’s assets that are allocated to you, including corporate actions; provided, however that the Fund shall retain all power and authority to vote any proxies solicited by or with respect to the issuers of such assets. The Adviser shall provide you with written statements of have no responsibility for actions taken in reliance on the Declaration of Trust; the By-Laws; the Fund’s written investment objectives and policies; the Prospectus and Statement of Additional Information Information; and written instructions, each 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 of 1940, as amended (the “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 Prospectus and Statement of Additional Information, as amended or supplemented supplemented, under the Securities Act of 1933, as amended, and the Investment Company Act; provided that the Adviser shall retain its oversight responsibilities . The Board has delegated to you discretionary authority to exercise voting rights with respect to all proxies solicited by or with respect to the Fund’s compliance with issuers of securities and other investments in the foregoing laws, rules and regulationsportion of the assets of the Fund managed by you. You shall maintain written compliance policies and procedures that are reasonably designed to prevent violation by you and, in connection with carrying out your duties to the Fund hereunder, the Fund of applicable federal securities laws (as defined in Rule 38a-1 under the Investment Company Act). 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 be responsible for the purpose administration of assessing the adequacy of proxy voting process and exercise these voting rights or refrain from voting in accordance with your compliance policies then-current proxy voting policy, procedures and/or guidelines, as provided to us from time to time and procedures. You agree to notify based on the Adviser promptly upon detection of any material breach of any best interests 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 shareholders. You are authorized to that portion of instruct the Fund’s assets allocated custodian as necessary in order for you to you. You also agree to notify us promptly upon detection of any material violations of your compliance policies receive proxies and procedures that relate to the Fund or your activities as an investment adviser generally that, in each case, could have a material adverse effect on the Fund or the provision of your services hereunder. You shall keep the Fund’s books and records to be maintained by you and shall timely furnish to the Adviser all information shareholder communications 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; provided, however, that you (i) shall not be required to transfer any material that is not legally required to be maintained by or on behalf of the Fund and that constitutes your proprietary information and analyses (except as may be required by law or legal process); and (ii) may retain copies of such records, which shall remain confidential as they relate to the Trust. In the performance of your duties hereunder, you are and shall be an independent contractor and unless otherwise expressly provided herein or otherwise authorized securities held 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 make your officers and employees available to meet with the Trustees and the Trust’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 managed by you. You will maintain appropriate records detailing your voting of current and prospective economic and market conditions. Nothing in this Agreement shall limit or restrict proxies on behalf of the right Fund and, upon the Adviser’s reasonable request, will provide a report setting forth the names of any of your directorsthe issuers, officers and employees to engage in any other business or to devote his or her time and attention in part to the management or other aspects of any businessproposals voted on, whether of a similar or a dissimilar nature, nor limit or restrict your right to engage in any other business or to render service of any kind to any other corporation, firm, individual or association, except as specifically prescribed in Section 4. The Adviser and the Trust understand and agree that nothing contained in this Agreement shall be deemed to impose upon you any obligation to purchase or sell, or to recommend for purchase or sale, for how the Fund’s account any security or other asset that you or shares were voted and your employees or affiliates may purchase or sell for your or their own account or for the account resolution of any other client, if in your sole discretion it is for any reason undesirable or impracticable to take such action or make such recommendation for the Fund’s accountconflicts of interest.

Advisory Services. You will regularly provide the Fund with advice concerning the investment management of that portion of the Fund’s assets that are allocated to you, which advice shall be consistent with the investment objectives and policies of the Fund as set forth in the Fund’s Prospectus and Statement of Additional Information Information, as amended or supplemented, 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 and other financial instruments shall be purchased for such portion of the Fund’s assets, what securities and other financial instruments 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, as amended or supplemented, or any investment guidelines or other instructions received by you 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. You shall also exercise or direct the exercise of any privilege or right attaching to that portion of the Fund’s assets that are allocated to you, including corporate actions; provided, however that the Fund shall retain all power and authority to vote any proxies solicited by or with respect to the issuers of such assets. The Adviser shall provide you with written statements of have no responsibility for actions taken in reliance on the Declaration of Trust; the By-Laws; the Fund’s written investment objectives and policies; the Prospectus and Statement of Additional Information Information; and written instructions, each 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 of 1940, as amended (the “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 Prospectus and Statement of Additional Information, as amended or supplemented supplemented, under the Securities Act of 1933, as amended, and the Investment Company Act; provided that the Adviser shall retain its oversight responsibilities with respect to the Fund’s compliance with the foregoing laws, rules and regulations. You shall maintain written compliance policies and procedures that are reasonably designed to ensure the Fund’s compliance with the foregoing and to prevent violation by you and, in connection with carrying out your duties to yourself and the Fund hereunder, the Fund of from violating applicable federal securities laws (as defined in Rule 38a-1 under the Investment Company Act)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 as 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 immediately upon detection of any material 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 thatgenerally, in each case, such as when the violation could have a be considered material adverse effect on the Fund or the provision of to your services hereunderadvisory 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 upon request and without any charge to the Fund any of such records required to be maintained by you; provided. Upon reasonable request from the Adviser, however, that you (i) shall not be required to transfer any material that is not legally required to be maintained by will reasonably assist the Valuation Committee of the Trust in valuing securities or on behalf other financial instruments of the Fund and that constitutes your proprietary information and analyses (except as may be required by law or legal process); and (ii) may retain copies from time to time, including making available information of such records, which shall remain confidential as they relate you have knowledge related to the Trustsecurities or other financial instruments being valued. You shall promptly provide the Trust and the Adviser with any information you receive regarding class action claims or any other legal matters involving any security or other financial instrument held in the Fund and shall cooperate with the Trust and the Adviser to the extent reasonably necessary for the Trust or the Adviser to pursue and/or participate in any such action or matter. 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 make your officers and employees available to meet with the Trustees and the Trust’s or Adviser’s officers at least quarterly on due reasonable 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. You will cooperate to the extent reasonably necessary with the Trust’s independent public accountants and take all reasonable action in the performance of services and obligations under this Agreement to assure that the information needed by such accountants is made available to them for the expression of their opinion without any qualification as to the scope of their audit, including, but not limited to, their opinion included in the Trust’s annual report under the Investment Company Act and annual amendment to the Trust’s registration statement under the Investment Company Act. Nothing in this Agreement shall limit or restrict the right of any of your directors, officers and employees to engage in any other business or to devote his or her time and attention in part to the management or other aspects of any business, whether of a similar or a dissimilar nature, nor limit or restrict your right to engage in any other business or to render service of any kind to any other corporation, firm, individual or association, except as specifically prescribed in Section paragraph 4. The Adviser and the Trust understand and agree You may not delegate to any person, including to one or more companies that nothing contained in this Agreement shall be deemed to impose upon you any obligation to purchase control, are controlled by, or sellare under common control with, or to recommend for purchase or sale, for the Fund’s account any security or other asset that you or your specified employees or affiliates may purchase or sell for your or their own account or for the account of any other clientsuch companies, if in any of your sole discretion it is for any reason undesirable or impracticable to take such action or make such recommendation for duties under this Agreement without the Fund’s accountprior written consent of the Adviser.

Advisory Services. You will regularly provide the Fund with advice concerning the investment management of that portion of the Fund’s assets that are allocated to you, which advice shall be consistent with the investment objectives and policies of the Fund as set forth in the Fund’s then current Prospectus and Statement of Additional Information (as provided in writing to you by the Adviser from time to time) and any investment guidelines or other instructions received in writing from the AdviserAdviser (collectively, the “Guidelines”). A general description of the nature and risks of investments which may be held within the Fund has been provided to the Adviser and the Trust. You shall not be deemed to have breached the Guidelines as a result of changes in the prices or value of assets of the Fund brought about solely through movements in the market or by withdrawals from the Fund. In such circumstances you shall endeavour to reduce any holding which contravene the restrictions set out in the Guidelines as soon as practicable, subject to always protecting the Fund’s interests and your duty of best execution. 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 InformationGuidelines, 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 youyou in writing. 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. You shall also exercise or direct the exercise of The Adviser acknowledges that you will not hold any privilege or right attaching to that portion of the Fund’s assets money, whether in the UK or elsewhere. It is acknowledged that are allocated to you, including corporate actions; provided, however that you will treat the Fund shall retain all power and authority to vote any proxies solicited by or with respect as a Professional Client within the meaning of the rules of the Financial Conduct Authority (the “FCA Rules”) in relation to the issuers services to be provided under this Agreement. Because of the status of the Fund it may not be entitled to compensation under the UK’s Financial Services Compensation Scheme in the event that you are unable to meet your liabilities. It is further acknowledged that you have in operation a written procedure in accordance with the FCA Rules for the effective consideration and proper handling of complaints from customers. Any complaint may be referred to your Compliance Officer at your registered office. Information required to be given to the Adviser and Trustees pursuant to the FCA Rules has been provided in connection with this Agreement. You undertake to provide updates to such information, if any, to the Adviser and Trust, in accordance your internal policies and the FCA Rules. For the avoidance of doubt, the provision of such assetsupdates shall not constitute an amendment to this agreement for the purposes of Section 9. 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 provided to you in effect writing 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, to the extent applicable, 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”), thereunder and all other applicable federal and state laws and regulations, and with the provisions of the Fund’s Registration Statement as amended or supplemented under the Securities Act of 1933, as amended, and the Investment Company Act; provided that the Adviser shall retain its oversight responsibilities with respect to the Fund’s compliance with the foregoing laws, rules and regulations. You shall maintain suitable written compliance policies and procedures that you reasonably believe are reasonably designed adequate to prevent violation by you and, in connection ensure your compliance with carrying out your duties to the Fund hereunder, the Fund of applicable federal securities laws (as defined in Rule 38a-1 an investment adviser under the Investment Company Advisers Act). You agree to provide the Trust and the Adviser with copies of such reports and certifications policies and with such reasonable access in the UK (being not more than once per calendar year in the case of face to face meetings) to your officers and employees that on reasonable notice where the Trust or Adviser may reasonably request such access for the purpose of assessing the adequacy of your compliance policies and procedures. You acknowledge and agree that other dialogue, whether over the telephone, or via email, may be entered into from time to time between the parties. You agree to notify the Adviser promptly upon detection of any material breach of any of your policies that you reasonably believe would have a material adverse effect on the Fund’s policiesFund or a material adverse effect on your activities as an investment adviser generally, guidelines or procedures of the Guidelines and of any violation of any applicable law or regulation, including the Investment Company Act and Subchapter M of the Code, regulation relating to that portion of the Fund’s assets allocated to you. You also agree shall maintain all books and records relating to notify us promptly upon detection of any material violations of your compliance policies and procedures that relate the services you provide under this Agreement to the Fund or your activities as an investment adviser generally that, in each case, could have a material adverse effect on the Fund or the provision of your services hereunder. 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 where requested by the Adviser in order 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 provide copies of any such records to the Fund any of such records required to be maintained by you; provided, however, that you (i) shall not be required to transfer any material that is not legally required to be maintained by or on behalf of the Fund and that constitutes your proprietary information and analyses (except as may be required by law or legal process); and (ii) may retain copies of such records, which shall remain confidential as they relate to the TrustAdviser. 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 make members of either your officers and employees portfolio management team or experienced members of your client services team who have detailed knowledge of the Fund’s performance available to meet for conference calls (during normal business hours in the UK) with the Trustees and the Trust’s or Adviser’s officers at least quarterly on due reasonable 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, officers and employees to engage in any other business or to devote his or her time and attention in part to the management or other aspects of any business, whether of a similar or a dissimilar nature, nor limit or restrict your right to engage in any other business or to render service of any kind to any other corporation, firm, individual or association, except as specifically prescribed in Section 4. The Adviser and the Trust understand and agree that nothing contained in this Agreement shall be deemed to impose upon you any obligation to purchase or sell, or to recommend for purchase or sale, for the Fund’s account any security or other asset that you or your employees or affiliates may purchase or sell for your or their own account or for the account of any other client, if in your sole discretion it is for any reason undesirable or impracticable to take such action or make such recommendation for the Fund’s account.

Advisory Services. You will regularly provide the Fund with advice concerning the investment management of that portion of the Fund’s assets that are allocated to you, which advice shall be PANAGORA ASSET MANAGEMENT, INC. HARBOR PANAGORA DYNAMIC LARGE CAP CORE ETF consistent with the investment objectives and policies of the Fund as set forth in the Fund’s Prospectus and Statement of Additional Information Information, as amended or supplemented, 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 and other financial instruments shall be purchased for such portion of the Fund’s assets, what securities and other financial instruments 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, as amended or supplemented, or any investment guidelines or other instructions received by you 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. You shall also exercise or direct the exercise of any privilege or right attaching to that portion at no time have custody of the Fund’s assets that are allocated to you, including corporate actions; provided, however that the Fund and shall retain all power and have no authority to vote deliver or pay securities or cash to yourself or any proxies solicited by or with respect to the issuers of such assetsthird party. The Adviser You shall provide you with written statements of have no responsibility for actions taken in reliance on the Declaration of Trust; the By-Laws; the Fund’s written investment objectives and policies; the Prospectus and Statement of Additional Information Information; and written instructions, each 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 of 1940, as amended (the “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 Prospectus and Statement of Additional Information, as amended or supplemented supplemented, under the Securities Act of 1933, as amended, and the Investment Company Act; . The Board has delegated to you discretionary authority to exercise voting rights with respect to all proxies solicited by or with respect to the issuers of securities and other investments in the portion of the assets of the Fund managed by you. You shall be responsible for the administration of the proxy voting process and exercise these voting rights or refrain from voting in accordance with your then-current proxy voting policy, procedures and/or guidelines, as provided that to us from time to time and based on the Adviser shall retain its oversight responsibilities best interests of the Fund’s shareholders. You are authorized to instruct the Fund’s custodian as necessary in order for you to receive proxies and shareholder communications relating to securities held in the portion of the Fund’s assets managed by you. You will maintain appropriate records detailing your voting of proxies on behalf of the Fund and, upon the Adviser’s reasonable request, will provide a report setting forth the names of the issuers, proposals voted on, how the Fund’s shares were voted and your resolution of any conflicts of interest. For the avoidance of doubt, you will not be responsible for filing Form N-PX or any other regulatory filings for the Fund in connection with your discretionary authority to the exercise of voting rights with respect to the Fund’s compliance with the foregoing laws. PANAGORA ASSET MANAGEMENT, rules and regulationsINC. HARBOR PANAGORA DYNAMIC LARGE CAP CORE ETF You shall maintain written compliance policies and procedures that are reasonably designed to ensure the Fund’s compliance with the foregoing and to prevent violation by you and, in connection with carrying out your duties to yourself and the Fund hereunder, the Fund of from violating applicable federal securities laws (as defined in Rule 38a-1 under the Investment Company Act)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 as 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 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 that, in each case, if such violation could have a reasonably be considered material adverse effect on the Fund or the provision of to your services hereunderadvisory 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 upon request and without any charge to the Fund any of such records required to be maintained by you; provided, however, provided that you (i) shall not be required to transfer any material that is not legally required to be maintained by or on behalf may maintain a copy of the Fund and that constitutes your proprietary information and analyses (except such records as may be required by under applicable law and/or pursuant to your compliance policies and procedures. Upon reasonable request from the Adviser, you will reasonably assist the Valuation Committee of the Trust in valuing securities or legal process); and (ii) other financial instruments of the Fund as may retain copies be required from time to time, including making available information of such records, which shall remain confidential as they relate you have knowledge related to the Trustsecurities or other financial instruments being valued. In You will not be responsible for determining or ratifying the valuations of the securities or other assets of the Fund that are used by the Fund for purposes of determining its net asset value (“NAV”) and assessing compliance with applicable laws and regulations and the Fund’s policies and procedures that depend on such valuations or NAV determinations. You shall promptly provide the Trust and the Adviser with any information you receive regarding class action claims or any other legal matters involving any security or other financial instrument held in the Fund and shall cooperate with the Trust and the Adviser to the extent reasonably necessary for the Trust or the Adviser to pursue and/or participate in any such action or matter. For the avoidance of doubt, subject to the preceding sentence, you will not be responsible for advising or taking any action on such legal actions. Unless otherwise contemplated herein, 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 make your officers and employees available to meet with the Trustees and the Trust’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. You will cooperate with the Trust’s independent public accountants and take all reasonable action in the performance of services and obligations under this Agreement to PANAGORA ASSET MANAGEMENT, INC. HARBOR PANAGORA DYNAMIC LARGE CAP CORE ETF assure that the information needed by such accountants is made available to them for the expression of their opinion without any qualification as to the scope of their audit, including, but not limited to, their opinion included in the Trust’s annual report under the Investment Company Act and annual amendment to the Trust’s registration statement under the Investment Company Act. Nothing in this Agreement shall limit or restrict the right of any of your directors, officers and employees to engage in any other business or to devote his or her time and attention in part to the management or other aspects of any business, whether of a similar or a dissimilar nature, nor limit or restrict your right to engage in any other business or to render service of any kind to any other corporation, firm, individual or association, except as specifically prescribed in Section 4. The Adviser paragraph 4 or as otherwise agreed upon in writing by you and the Trust understand and agree Adviser. You may not delegate to any person, including to one or more companies that nothing contained in this Agreement shall be deemed to impose upon you any obligation to purchase control, are controlled by, or sellare under common control with, or to recommend for purchase or sale, for the Fund’s account any security or other asset that you or your specified employees or affiliates may purchase or sell for your or their own account or for the account of any other clientsuch companies, if in any of your sole discretion it is for any reason undesirable or impracticable to take such action or make such recommendation for duties under this Agreement without the Fund’s accountprior written consent of the Adviser.

Advisory Services. You will regularly provide the Fund with advice concerning the investment management of that portion of the Fund’s 's assets that are allocated to you, which advice shall be consistent with the investment objectives and policies of the Fund as set forth in the Fund’s '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 shall be purchased for such portion of the Fund’s '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 's Declaration of Trust and By-Laws, Laws and the Investment Company Act and to the investment objectives, policies and restrictions (including, without limitation, the requirements of Subchapter M of the Internal Revenue Code of 1986, as amended (the "Code") 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 '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 's assets for which you serve as sub-investment adviser. You shall also exercise or direct the exercise of any privilege or right attaching to that portion of the Fund’s assets that are allocated to you, including corporate actions; provided, however that the Fund shall retain all power and authority to vote any proxies solicited by or with respect to the issuers of such assets. The Adviser shall provide you with written statements of the Declaration of Trust; the By-Laws; the Fund’s written 's 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 '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 's Registration Statement as amended or supplemented under the Securities Act of 1933, as amended, and the Investment Company Act; provided that the Adviser shall retain its oversight responsibilities with respect to the Fund’s compliance with the foregoing laws, rules and regulations. You shall maintain written compliance policies and procedures that are reasonably designed to prevent violation by you and, in connection with carrying out your duties to the Fund hereunder, the Fund of applicable federal securities laws (as defined in Rule 38a-1 under the Investment Company Act). 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 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 that, in each case, could have a material adverse effect on the Fund or the provision of your services hereunder. 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; provided, however, that you (i) shall not be required to transfer any material that is not legally required to be maintained by or on behalf of the Fund and that constitutes your proprietary information and analyses (except as may be required by law or legal process); and (ii) may retain copies of such records, which shall remain confidential as they relate to the Trust. 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 make your officers and employees available to meet with the Trust's officers and Trustees and the Trust’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 '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 directorspartners, officers and employees who may also be a trustee, officer or employee of the Trust to engage in any other business or to devote his or her time and attention in part to the management or other aspects of any business, whether of a similar or a dissimilar nature, nor limit or restrict your right to engage in any other business or to render service of any kind to any other corporation, firm, individual or association, except as specifically prescribed in Section 4. The Adviser and the Trust understand and agree that nothing contained in this Agreement shall be deemed to impose upon you any obligation to purchase or sell, or to recommend for purchase or sale, for the Fund’s account any security or other asset that you or your employees or affiliates may purchase or sell for your or their own account or for the account of any other client, if in your sole discretion it is for any reason undesirable or impracticable to take such action or make such recommendation for the Fund’s account.

Advisory Services. You will regularly provide the Fund with advice concerning the investment management of that portion of the Fund’s 's assets that are allocated to you, which advice shall be consistent with the investment objectives objective and policies of the Fund as set forth in the Fund’s '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 shall be purchased for such portion of the Fund’s 's assets, what securities shall be held or sold by such portions of the Fund’s 's assets, and what portion of such assets shall be held uninvested, subject always to the provisions of the Trust’s 's Declaration of Trust and By-Laws, Laws and the Investment Company Act and to the investment objectivesobjective, policies and restrictions (including, without limitation, the requirements of Subchapter M of the Internal Revenue Code of 1986, as amended (the "Code") for qualification as a regulated WESTFIELD CAPITAL MANAGEMENT HARBOR SMALL CAP GROWTH FUND NOVEMBER 1, 2000 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 '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 's assets for which you serve as sub-investment adviser. You shall also exercise or direct the exercise of any privilege or right attaching to that portion of the Fund’s assets that are allocated to you, including corporate actions; provided, however that the Fund shall retain all power and authority to vote any proxies solicited by or with respect to the issuers of such assets. The Adviser shall provide you with written statements of the Declaration of Trust; the By-Laws; the Fund’s 's written investment objectives objective 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, to and will ensure that your management of the portion of the Fund’s 's assets allocated to you complies with, 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 's Registration Statement as amended or supplemented under the Securities Act of 1933, as amended, and the Investment Company Act; provided that the Adviser shall retain its oversight responsibilities with respect to the Fund’s compliance with the foregoing laws, rules and regulations. You shall maintain written compliance policies and procedures that are reasonably designed to prevent violation by you and, in connection with carrying out your duties to the Fund hereunder, the Fund of applicable federal securities laws (as defined in Rule 38a-1 under the Investment Company Act). 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 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 that, in each case, could have a material adverse effect on the Fund or the provision of your services hereunder. 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; provided, however, that you (i) shall not be required to transfer any material that is not legally required to be maintained by or on behalf of the Fund and that constitutes your proprietary information and analyses (except as may be required by law or legal process); and (ii) may retain copies of such records, which shall remain confidential as they relate to the Trust. 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 make your officers and employees available to meet with the Trust's officers and Trustees and the Trust’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 '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, officers and employees who may also be a trustee, officer or employee of the Trust to engage in any other business or to devote his or her time and attention in part to the management or other aspects of any business, whether of a similar or a dissimilar nature, nor limit or restrict your right to engage in any other business or to render service of any kind to any other corporation, firm, individual or association, except as specifically prescribed in Section 4. The Adviser and the Trust understand and agree that nothing contained in this Agreement shall be deemed to impose upon you any obligation to purchase or sell, or to recommend for purchase or sale, for the Fund’s account any security or other asset that you or your employees or affiliates may purchase or sell for your or their own account or for the account of any other client, if in your sole discretion it is for any reason undesirable or impracticable to take such action or make such recommendation for the Fund’s account.

Advisory Services. You will regularly provide the Fund with advice concerning the investment management of that portion of the Fund’s assets that are allocated 's portfolio which the Board of Trustees determines to youallocate to you from time to time, which advice shall be consistent with the investment objectives objective and policies of the Fund as set forth in the Fund’s '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 shall be purchased for such portion of the Fund’s 's assets, what securities shall be held or sold by such portions of the Fund’s assetssold, and what portion of such assets shall be held uninvested, subject always to the provisions of the Trust’s 's Declaration of Trust and By-Laws, Laws and the Investment Company Act and to the investment objectivesobjective, policies and restrictions (including, without limitation, the requirements of Subchapter M of the Internal Revenue Code of 1986, as amended (the "Code") 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 '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 's assets for which you serve as sub-investment adviser. You shall also exercise or direct the exercise of any privilege or right attaching to that portion of the Fund’s assets that are allocated to you, including corporate actions; provided, however that the Fund shall retain all power and authority to vote any proxies solicited by or with respect to the issuers of such assets. The Adviser shall provide you with written statements of the Declaration of Trust; the By-Lawslaws; the Fund’s written investment objectives objective and policies; the Prospectus prospectus and Statement statement of Additional Information 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, in accordance with and will ensure that your management of the portion of the Fund’s assets portfolio of the Fund allocated to you complies with, conforms 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 of Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”), all other applicable federal and state laws and regulations, regulations and with the provisions of the Fund’s 's Registration Statement as amended or supplemented under the Securities Act of 1933, as amended, and the Investment Company Act; provided that the Adviser shall retain its oversight responsibilities with respect to the Fund’s compliance with the foregoing laws, rules and regulations. You shall maintain written compliance policies and procedures that are reasonably designed to prevent violation by you and, in connection with carrying out your duties to the Fund hereunder, the Fund of applicable federal securities laws (as defined in Rule 38a-1 under the Investment Company Act). 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 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 that, in each case, could have a material adverse effect on the Fund or the provision of your services hereunder. 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; provided, however, that you (i) shall not be required to transfer any material that is not legally required to be maintained by or on behalf of the Fund and that constitutes your proprietary information and analyses (except as may be required by law or legal process); and (ii) may retain copies of such records, which shall remain confidential as they relate to the Trust. 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 make your officers and employees available to meet with the Trustees and the Trust’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, officers and employees to engage in any other business or to devote his or her time and attention in part to the management or other aspects of any business, whether of a similar or a dissimilar nature, nor limit or restrict your right to engage in any other business or to render service of any kind to any other corporation, firm, individual or association, except as specifically prescribed in Section 4. The Adviser and the Trust understand and agree that nothing contained in this Agreement shall be deemed to impose upon you any obligation to purchase or sell, or to recommend for purchase or sale, for the Fund’s account any security or other asset that you or your employees or affiliates may purchase or sell for your or their own account or for the account of any other client, if in your sole discretion it is for any reason undesirable or impracticable to take such action or make such recommendation for the Fund’s account.

Advisory Services. You will regularly provide the Fund with advice concerning the investment management of that portion of the Fund’s assets that are allocated to you, which advice shall be consistent with the investment objectives and policies 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, including futures contracts and options thereon, in accordance with the Prospectus and Statement of Additional Information for the Fund. To implement your investment authority, you are authorized to: (i) open and maintain brokerage accounts for financial 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, including International Swap Dealer Association agreements. You shall also exercise may, using such of the securities and other property in the Fund’s portfolio as you deem necessary or desirable, direct the exercise of any privilege or right attaching custodian to that portion 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. You shall not be responsible for taking any action to vote proxies for publicly traded equity securities. Notwithstanding the foregoing, you may receive information concerning assets that are allocated to youheld by the Fund, including corporate actions; providedwithout limitation, however that conversion rights, subscription rights, warrants, options, pendency of calls, maturities of securities, expiration of rights, tender or exchange offers, or any other right or power requiring a discretionary decision by you. With respect to assets other than publicly traded equity securities, you shall, when in the Fund shall retain all power best interests of the Fund, exercise such rights and/or powers. Additionally, you may receive and authority to vote any proxies solicited by or take action with respect to debt restructurings, reorganizations, refinancings or similar events with respect to securities or loans held in the issuers of such assetsFund’s portfolio, and may receive and take action with respect to proxies for private equity securities. 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 provisions of the Fund’s Registration Statement as amended or supplemented under the Securities Act of 1933, as amended, and the Investment Company Act; provided that the Adviser shall retain its oversight responsibilities with respect to the Fund’s compliance with the foregoing laws, rules and regulations. 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 violation by you and, in connection with carrying out your duties to yourself and the Fund hereunder, the Fund of from violating applicable federal securities laws (as defined in Rule 38a-1 under the Investment Company Act)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 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 thatgenerally, in each case, such as when the violation could have a be considered material adverse effect on the Fund or the provision of to your services hereunderadvisory 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; provided, however, that you (i) shall not be required to transfer any material that is not legally required to be maintained by or on behalf of the Fund and that constitutes your proprietary information and analyses (except as may be required by law or legal process); and (ii) may retain copies of such records, which shall remain confidential as they relate a copy to the Trustextent required for regulatory recordkeeping purposes. 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 make your officers and employees available to meet with the Trustees and the Trust’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, officers and employees to engage in any other business or to devote his or her time and attention in part to the management or other aspects of any business, whether of a similar or a dissimilar nature, nor limit or restrict your right to engage in any other business or to render service of any kind to any other corporation, firm, individual or association, except as specifically prescribed in Section 4. The Adviser and the Trust understand and agree that nothing contained in this Agreement shall be deemed to impose upon you any obligation to purchase or sell, or to recommend for purchase or sale, for the Fund’s account any security or other asset that you or your employees or affiliates may purchase or sell for your or their own account or for the account of any other client, if in your sole discretion it is for any reason undesirable or impracticable to take such action or make such recommendation for the Fund’s account.

Advisory Services. You will regularly provide the Fund with advice concerning the investment management of that portion of the Fund’s assets that are allocated to you, which advice shall be consistent with the investment objectives and policies 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 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 setforth 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. You shall also exercise or direct the exercise of any privilege or right attaching to that portion of the Fund’s assets that are allocated to you, including corporate actions; provided, however that the Fund shall retain all power and authority to vote any proxies solicited by or with respect to the issuers of such assets. The Adviser shall Advisershall provide you with written statements of the ofthe Declaration of TrustofTrust; 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 provisions of the Fund’s Registration Statement as amended or supplemented under the Securities Act of 1933, as amended, and the Investment Company Act; provided that the Adviser shall retain its oversight responsibilities with respect to the Fund’s compliance with the foregoing laws, rules and regulations. 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 violation by you and, in connection with carrying out your duties to yourself and the Fund hereunder, the Fund of from violating applicable federal securities laws (as defined in Rule 38a-1 under the Investment Company Act)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 immediately upon detection of any material 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 thatgenerally, in each casesuch as when the violation could be considered material to your advisory clients. ELK CREEK PARTNERS, could have a material adverse effect on the Fund or the provision of your services hereunder. LLC HARBOR SMALL CAP GROWTH OPPORTUNITIES FUND FEBRUARY 1, 2014 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 31a-l 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, however, that you (i) shall not be required to transfer any material that is not legally required to be maintained by or on behalf of the Fund and that constitutes your proprietary information and analyses (except as may be required by law or legal process); and (ii) may retain copies of such records, which shall remain confidential as they relate to the Trust. 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 Trustor 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 make your officers and employees available to meet with the Trustees and the Trust’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, officers and employees to engage in any other business or to devote his or her time and attention in part to the management or other aspects of any business, whether of a similar or a dissimilar nature, nor limit or restrict your right to engage in any other business or to render service of any kind to any other corporation, firm, individual or association, except as specifically prescribed in Section 4. The Adviser and the Trust understand and agree that nothing contained in this Agreement shall be deemed to impose upon you any obligation to purchase or sell, or to recommend for purchase or sale, for the Fund’s account any security or other asset that you or your employees or affiliates may purchase or sell for your or their own account or for the account of any other client, if in your sole discretion it is for any reason undesirable or impracticable to take such action or make such recommendation for the Fund’s account.

Advisory Services. You will regularly provide the Fund with advice concerning the investment management of that portion of the Fund’s 's assets that are allocated to you, which advice shall be consistent with the investment objectives and policies of the Fund as set forth in the Fund’s '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 shall be purchased for such portion of the Fund’s 's assets, what securities shall be held or sold by such portions of the Fund’s 's assets, and what portion of such assets shall be held uninvested, subject always to the provisions of the Trust’s '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 '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 's assets for which you serve as sub-investment adviser. You shall also exercise or direct the exercise of any privilege or right attaching to that portion of the Fund’s assets that are allocated to you, including corporate actions; provided, however that the Fund shall retain all power and authority to vote any proxies solicited by or with respect to the issuers of such assets. The Adviser shall provide you with written statements of the Declaration of Trust; the By-Laws; the Fund’s '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 '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 's Registration Statement as amended or supplemented under the Securities Act of 1933, as amended, and the Investment Company Act; provided that the Adviser shall retain its oversight responsibilities with respect to the Fund’s compliance with the foregoing laws, rules and regulations. 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 violation by you and, in connection with carrying out your duties to yourself and the Fund hereunder, the Fund of from violating applicable federal securities laws (as defined in Rule 38a-1 under the Investment Company Act)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 immediately upon detection of any material breach of any of the Fund’s '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 '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 thatgenerally, in each case, such as when the violation could have a be considered material adverse effect on the Fund or the provision of to your services hereunderadvisory clients. You shall keep the Fund’s '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. EVERCORE ASSET MANAGEMENT, LLC HARBOR SMALL TO MID CAP VALUE FUND MAY 1, 2007 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, however, that you (i) shall not be required to transfer any material that is not legally required to be maintained by or on behalf of the Fund and that constitutes your proprietary information and analyses (except as may be required by law or legal process); and (ii) may retain copies of such records, which shall remain confidential as they relate to the Trust. 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 make your officers and employees available to meet with the Trustees and the Trust’s 's or Adviser’s 's officers at least quarterly on due notice to review the investments and investment program of the portion of the Fund’s '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, officers and employees to engage in any other business or to devote his or her time and attention in part to the management or other aspects of any business, whether of a similar or a dissimilar nature, nor limit or restrict your right to engage in any other business or to render service of any kind to any other corporation, firm, individual or association, except as specifically prescribed in Section 4. The Adviser and the Trust understand and agree that nothing contained in this Agreement shall be deemed to impose upon you any obligation to purchase or sell, or to recommend for purchase or sale, for the Fund’s account any security or other asset that you or your employees or affiliates may purchase or sell for your or their own account or for the account of any other client, if in your sole discretion it is for any reason undesirable or impracticable to take such action or make such recommendation for the Fund’s account.

Advisory Services. You will regularly provide the each Fund with advice concerning the investment management of that portion of the each Fund’s assets that are allocated to you, which advice shall be consistent with the investment objectives and policies of the each Fund as set forth in the Fund’s Prospectus and Statement of Additional Information Information, as amended or supplemented, 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 a Fund allocated to you. You will determine what securities and other financial instruments shall be purchased for such portion of the each Fund’s assets, what securities and other financial instruments shall be held or sold by such portions of the each 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 each Fund’s Prospectus and Statement of Additional Information, as amended or supplemented, or any investment guidelines or other instructions received by you 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 each Fund’s assets for which you serve as sub-investment adviser. You shall also exercise or direct the exercise of any privilege or right attaching to that portion of the Fund’s assets that are allocated to you, including corporate actions; provided, however that the Fund shall retain all power and authority to vote any proxies solicited by or with respect to the issuers of such assets. The Adviser shall provide you with written statements of have no responsibility for actions taken in reliance on the Declaration of Trust; the By-Laws; the a Fund’s written investment objectives and policies; the Prospectus and Statement of Additional Information Information; and written instructions, each 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 each Fund’s assets allocated to you complies with, the Investment Company Act and Investment Advisers Act of 1940, as amended (the “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 each Fund’s Registration Prospectus and Statement of Additional Information, as amended or supplemented supplemented, under the Securities Act of 1933, as amended, and the Investment Company Act; provided that the Adviser shall retain its oversight responsibilities . The Board has delegated to you discretionary authority to exercise voting rights (“voting rights”) with respect to all proxies solicited by or with respect to the issuers of securities and other investments in the portion of the assets of each Fund managed by you. You shall be responsible for the administration of the proxy voting process and exercise these voting rights or refrain from voting in accordance with your then-current proxy voting policy, procedures and/or guidelines, as provided to us from time to time and based on the best interests of each Fund’s compliance with shareholders. You are authorized to instruct each Fund’s custodian as necessary to ensure your receipt of all proxies and shareholder communications relating to securities held in the foregoing lawsportion of each Fund’s assets managed by you. You will maintain appropriate records detailing your voting of proxies on behalf of each Fund and, rules upon the Adviser’s reasonable request, will provide a report setting forth, at a minimum, the names of the issuers, proposals voted on, how each Fund’s shares were voted and regulationsyour resolution of any conflicts of interest. You shall maintain written compliance policies and procedures that are reasonably designed to ensure each Fund’s compliance with the foregoing and to prevent violation by you and, in connection with carrying out your duties to the yourself and each Fund hereunder, the Fund of from violating applicable federal securities laws (as defined in Rule 38a-1 under the Investment Company Act)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 as 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 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 that, in each case, could have a material adverse effect on the Fund or the provision of your services hereunder. 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; provided, however, that you (i) shall not be required to transfer any material that is not legally required to be maintained by or on behalf of the Fund and that constitutes your proprietary information and analyses (except as may be required by law or legal process); and (ii) may retain copies of such records, which shall remain confidential as they relate to the Trust. 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 make your officers and employees available to meet with the Trustees and the Trust’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, officers and employees to engage in any other business or to devote his or her time and attention in part to the management or other aspects of any business, whether of a similar or a dissimilar nature, nor limit or restrict your right to engage in any other business or to render service of any kind to any other corporation, firm, individual or association, except as specifically prescribed in Section 4. The Adviser and the Trust understand and agree that nothing contained in this Agreement shall be deemed to impose upon you any obligation to purchase or sell, or to recommend for purchase or sale, for the Fund’s account any security or other asset that you or your employees or affiliates may purchase or sell for your or their own account or for the account of any other client, if in your sole discretion it is for any reason undesirable or impracticable to take such action or make such recommendation for the Fund’s account.compliance

Advisory Services. You Subject to the supervision and approval of the ------------------ Company's Board of Directors, you will regularly 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 Directors of which you will be advised. In connection therewith, you will obtain and provide investment research and 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. In the event that the Company establishes one or more portfolios other than the Fund with advice concerning 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 Company in writing, whereupon such portfolio shall become a Fund hereunder and 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 management of that portion adviser) are modified with respect to such additional Fund in writing by you and the Company at the time. You will comply with all Rules and Regulations of the Fund’s assets that are allocated Securities and Exchange Commission applicable to youyou in connection with your performance of this Agreement, which advice shall be consistent and will in addition conduct your activities under this Agreement in accordance with the investment objectives and policies 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 maylaw, from time to timeincluding banking law, make additions to and withdrawals from the assets of the Fund allocated applicable to you. You will determine what securities shall be purchased not make loans for such portion the purpose of the Fund’s assetspurchasing or carrying Fund shares, 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 make interest-bearing loans 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 youCompany. In accordance with paragraph 5, you or your agent shall arrange for the placing of all 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. You will place orders pursuant to your investment determination for the Fund either directly with the issuer or with any broker or dealer selected by you. In executing portfolio transactions and selecting brokers or dealers selected by dealers, you for that portion 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 Fund’s assets market in the security, the price of the security, the financial condition and execution capability of the broker or dealer, and the reasonableness of the commission, if any, both for the specific transaction and on a 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 serve as sub-or any of your affiliates exercises investment adviserdiscretion. You shall also exercise are authorized to pay to a broker or direct dealer who provides such brokerage and research services a commission for executing a portfolio transaction for the exercise of any privilege or right attaching to that portion Fund which is in excess of the Fund’s assets amount of commission another broker or dealer would have charged for effecting that are allocated 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, including corporate actions; provided, however that the Fund shall retain all power and authority to vote any proxies solicited by or with respect to the issuers of such assets. 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's principal underwriter, or any affiliated person thereof except 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 provisions of the Fund’s Registration Statement as amended or supplemented under permitted by the Securities Act of 1933, as amended, and the Investment Company Act; provided that the Adviser shall retain its oversight responsibilities with respect to the Fund’s compliance with the foregoing laws, rules and regulations. You shall maintain written compliance policies and procedures that are reasonably designed to prevent violation by you and, in connection with carrying out your duties to the Fund hereunder, the Fund of applicable federal securities laws (as defined in Rule 38a-1 under the Investment Company Act). 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 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 that, in each case, could have a material adverse effect on the Fund or the provision of your services hereunder. 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; provided, however, that you (i) shall not be required to transfer any material that is not legally required to be maintained by or on behalf of the Fund and that constitutes your proprietary information and analyses (except as may be required by law or legal process); and (ii) may retain copies of such records, which shall remain confidential as they relate to the Trust. 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 make your officers and employees available to meet with the Trustees and the Trust’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, officers and employees to engage in any other business or to devote his or her time and attention in part to the management or other aspects of any business, whether of a similar or a dissimilar nature, nor limit or restrict your right to engage in any other business or to render service of any kind to any other corporation, firm, individual or association, except as specifically prescribed in Section 4. The Adviser and the Trust understand and agree that nothing contained in this Agreement shall be deemed to impose upon you any obligation to purchase or sell, or to recommend for purchase or sale, for the Fund’s account any security or other asset that you or your employees or affiliates may purchase or sell for your or their own account or for the account of any other client, if in your sole discretion it is for any reason undesirable or impracticable to take such action or make such recommendation for the Fund’s accountExchange Commission.

Advisory Services. You will regularly provide the Fund with advice concerning the investment management of that portion of the Fund’s assets that are allocated to you, which advice shall be consistent with the investment objectives and policies of the Fund as set forth in the Fund’s Prospectus and Statement of Additional Information Information, as amended or supplemented, and any investment guidelines or other instructions received in writing from the AdviserAdviser so long as such policies and procedures, investment guidelines, or instructions are received sufficiently in advance to permit you to act in accordance therewith. 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 and other financial instruments shall be purchased for such portion of the Fund’s assets, what securities and other financial instruments 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, as amended or supplemented, or any investment guidelines or other instructions received by you in writing from the Adviser, and subject, further, to such written policies and instructions as the Board of Trustees may from time to time establish and deliver to youyou so long as such policies and procedures, investment guidelines, or instructions are received sufficiently in advance to permit you to act in accordance therewith. 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 and other financial instruments with brokers or dealers selected by you for that portion of the Fund’s assets for which you serve as sub-investment adviser. You shall also exercise or direct the exercise of any privilege or right attaching to that portion of the Fund’s assets that are allocated to you, including corporate actions; provided, however that the Fund shall retain all power and authority to vote any proxies solicited by or with respect to the issuers of such assets. The Adviser shall provide you with written statements of the have no responsibility for actions taken in reliance on Declaration of Trust; the By-Laws; the Fund’s written investment objectives and policies; the Prospectus and Statement of Additional Information Information; and instructionswritten instructions or policies provided to us in writing in accordance with this Agreement, each 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 of 1940, as amended (the “Investment Advisers Act”), and all applicable 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 Prospectus and Statement of Additional Information, as amended or supplemented supplemented, under the Securities Act of 1933, as amended, and the Investment Company Act; provided that . However, for the Adviser shall retain its oversight responsibilities avoidance of doubt, you are not responsible for implementing or overseeing anti-money laundering or know your customer programs related to investors in the Fund. The Board has delegated to you discretionary authority to exercise voting rights with respect to all proxies solicited by or with respect to the issuers of securities and other investments in the portion of the assets of the Fund managed by you. In connection with your responsibilities hereunder, you may retain a third party to provide proxy voting and ancillary administrative services. You (or your designated agent) shall be responsible for the administration of the proxy voting process and exercise these voting rights or refrain from voting in accordance with your then-current proxy voting policy, procedures and/or guidelines, as provided to us from time to ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Investment Advisers LLC time and based on the best interests of the Fund’s compliance with shareholders. You (or your designated agent) are authorized to instruct the foregoing lawsFund’s custodian as necessary in order for you to receive proxies and shareholder communications relating to securities held in the portion of the Fund’s assets managed by you. You (or your designated agent) will maintain appropriate records detailing your voting of proxies on behalf of the Fund and, rules upon the Adviser’s reasonable request, will provide a report setting forth the names of the issuers, proposals voted on, how the Fund’s shares were voted and regulationsyour resolution of any conflicts of interest. You shall maintain written compliance policies and procedures that are reasonably designed to ensure compliance with the foregoing and to prevent violation by you and, in connection with carrying out your duties to yourself and the Fund hereunder, the Fund of from violating applicable federal securities laws (as defined in Rule 38a-1 under the Investment Company Act)laws. You agree to provide the Trust and the Adviser with such reports and certifications certifications, as mutually agreed upon, and with such access to your officers and employees that as 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 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 thatgenerally, in each case, could have a such as when the violation is considered material adverse effect on to the Fund or the provision of your services hereunderyou provide under this Agreement. 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 upon reasonable request and without any charge to the Fund any of such records required to be maintained by you; provided, however, provided that you may retain copies as required under applicable document retention regulations or your policies and procedures. Notwithstanding the foregoing, you have no responsibility for the maintenance of the records of the Fund, except for those related to the portion of the Fund’s assets allocated to you. Upon reasonable request from the Adviser, you will reasonably assist the Valuation Committee of the Trust in valuing securities or other financial instruments of the Fund as may be required from time to time, including making available information of which you have knowledge related to the securities or other financial instruments being valued. Notwithstanding the foregoing, the Adviser hereby acknowledges that since you are not the pricing or valuation agent for the Fund and therefore are not responsible for valuing the Fund’s securities, including for purposes of calculating the Fund’s net asset value (i“NAV”) you shall not be required responsible for any actions undertaken by the Adviser for the Fund as a result of a fair valuation of any security or instrument held by the Fund and shall not be held liable for any errors in the calculation of the NAV of the Fund following a fair valuation of any security or instrument held in the Fund. You shall promptly provide the Trust and the Adviser with any information you receive regarding class action claims or any other legal matters involving any security or other financial instrument held in the Fund and shall cooperate with the Trust and the Adviser to transfer the extent necessary for the Trust or the Adviser to pursue and/or participate in any material such action or matter. However, the ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Investment Advisers LLC parties acknowledge that is you shall not legally required have any obligation to be maintained by initiate or otherwise act on behalf of the Fund and that constitutes your proprietary information and analyses (except as may be required by law with respect to class-action claims or any other legal process); and (ii) may retain copies of such records, which shall remain confidential as they relate to matters involving any security or other financial instrument held in the TrustFund. 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. However, you may, may enter into and execute trading agreements and standard customer agreements with brokers and direct payments of cash, cash equivalents and securities and other property into such brokerage accounts as you deem desirable or appropriate. You will make your officers and employees available to meet with the Trustees and the Trust’s or Adviser’s officers at least quarterly on due reasonable 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. Upon reasonable request, you will cooperate with the Trust’s independent public accounts with respect to assets managed by you pursuant to this Agreement. Nothing in this Agreement shall limit or restrict the right of any of your directors, officers and employees to engage in any other business or to devote his or her time and attention in part to the management or other aspects of any business, whether of a similar or a dissimilar nature, nor limit or restrict your right to engage in any other business or to render service of any kind to any other corporation, firm, individual or association, except as specifically prescribed in Section paragraph 4. The Adviser and the Trust understand and agree You may not delegate to any person, including to one or more companies that nothing contained in this Agreement shall be deemed to impose upon you any obligation to purchase control, are controlled by, or sellare under common control with, or to recommend specified employees of any such companies, any of your duties under this Agreement without the prior written consent of the Adviser. Notwithstanding any other provision of the Agreement, except where prohibited by applicable law or regulation, you may (i) use persons employed by your “affiliated persons” (as defined in the Investment Company Act), each of whom shall be treated as your “supervised person” (as defined in the Advisers Act) to assist in the performance of any or all of the services or functions provided by you under this Agreement to the extent not prohibited by, or inconsistent with, applicable law, including the requirements of the Investment Company Act, the rules thereunder, and relevant positions of the U.S. Securities and Exchange Commission (“SEC”) and its staff and (ii) delegate or may employ a third party to perform any accounting, administrative, reporting and ancillary services required to enable you to perform your functions under this Agreement, but your liability to the Advisor or the Fund shall not be affected thereby and you shall be solely responsible for purchase any fees, charges or saleexpenses owed to such persons. Notwithstanding any other provision of the Agreement, you may provide information about the Advisor and the Fund or the Portfolio to any such affiliate or other third party as required for the Fund’s account any security purposes of this paragraph, provided that such affiliate or other asset third party is subject to a confidentiality agreement that you or your employees or affiliates may purchase or sell for your or their own account or for specifically prevents the account misuse of any other clientsuch information, if in your sole discretion it is for any reason undesirable or impracticable to take such action or make such recommendation for the Fund’s accountincluding portfolio holdings.

Advisory Services. You will regularly provide the Fund with advice concerning the investment management of that portion of the Fund’s assets that are allocated to you, which advice shall be consistent with the investment objectives and policies of the Fund Organizational Documents, as set forth in the Fund’s Prospectus and Statement of Additional Information amended or supplemented, and any investment guidelines or other instructions received in writing from the Adviser. The Board of Trustees Directors or the Adviser may, from time to time, make additions to and withdrawals from the Summerhaven Capital Management, LLC EMBARK CAYMAN FUND VI LTD JANUARY 17, 2024 assets of the Fund allocated to you. You will determine what securities and other financial instruments shall be purchased for such portion of the Fund’s assets, what securities and other financial instruments 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 effect, and other provisions of the Fund’s Prospectus and Statement of Additional InformationOrganizational Documents, as amended or supplemented, or any investment guidelines or other instructions received by you in writing from the Adviser, and subject, further, to such policies and instructions as the Board of Trustees Directors 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. You shall also exercise or direct have no responsibility for actions taken in reliance on the exercise of any privilege or right attaching to that portion of the Fund’s assets that are allocated to you, including corporate actions; provided, however that the Fund shall retain all power and authority to vote any proxies solicited by or with respect to the issuers of such assets. The Adviser shall provide you with written statements of the Declaration of Trust; the By-LawsOrganizational Documents; the Fund’s written investment objectives and policies; the Prospectus and Statement of Additional Information and written instructions, each 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, with the Investment Company Act and Investment Advisers Act of 1940, as amended (the “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 Organizational Documents, as amended or supplemented under supplemented. You shall also ensure, in managing the Securities Act of 1933, as amended, Fund’s assets and the Investment Company Act; provided that the Adviser shall retain its oversight responsibilities with respect to the Harbor Fund’s investment in the Fund, that the Harbor Fund remains in compliance with all applicable requirements of the foregoing lawsInvestment Company Act of 1940, as amended (the “Investment Company Act”), and all rules and regulationsregulations thereunder and with the Internal Revenues Code of 1986, as amended. The Board has delegated to you discretionary authority to exercise voting rights with respect to all proxies solicited by or with respect to the issuers of securities and other investments in the portion of the assets of the Fund managed by you. You shall be responsible for the administration of the proxy voting process and exercise these voting rights or refrain from voting in accordance with your then-current proxy voting policy, procedures and/or guidelines, as provided to us from time to time and based on the best interests of the Fund’s shareholders. You are authorized to instruct the Fund’s custodian as necessary in order for you to receive proxies and shareholder communications relating to securities held in the portion of the Fund’s assets managed by you. You will maintain appropriate records detailing your voting of proxies on behalf of the Fund and, upon the Adviser’s reasonable request, will provide a report setting forth the names of the issuers, proposals voted on, how the Fund’s shares were voted and your resolution of any conflicts of interest. You shall maintain written compliance policies and procedures that are reasonably designed to ensure the Fund’s compliance with the foregoing and to prevent violation by you and, in connection with carrying out your duties to yourself and the Fund hereunder, the Fund of from violating applicable federal securities laws (as defined in Rule 38a-1 under the Investment Company Act)laws. You agree to provide the Trust Fund and the Adviser with such reports and certifications and with such access to your officers and employees that as the Trust Fund 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 immediately upon detection of any material 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, regulation 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 thatgenerally, in each casesuch as when the violation could be considered material to your advisory clients. Summerhaven Capital Management, could have a material adverse effect on the Fund or the provision of your services hereunder. LLC EMBARK CAYMAN FUND VI LTD JANUARY 17, 2024 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 upon request and without any charge to the Fund any of such records required to be maintained by you; provided. Upon reasonable request from the Adviser, however, that you (i) shall not be required to transfer any material that is not legally required to be maintained by will reasonably assist the Fund in valuing securities or on behalf other financial instruments of the Fund and that constitutes your proprietary information and analyses (except as may be required by law or legal process); and (ii) may retain copies from time to time, including making available information of such records, which shall remain confidential as they relate you have knowledge related to the Trustsecurities or other financial instruments being valued. You shall promptly provide the Fund and the Adviser with any information you receive regarding class action claims or any other legal matters involving any security or other financial instrument held in the Fund and shall cooperate with the Fund and the Adviser to the extent necessary for the Fund or the Adviser to pursue and/or participate in any such action or matter. 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 make your officers and employees available to meet with the Trustees and the TrustFund’s Board of Directors 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. You will cooperate with the Fund’s independent public accountants and take all reasonable action in the performance of services and obligations under this Agreement to assure that the information needed by such accountants is made available to them for the expression of their opinion without any qualification as to the scope of their audit. Nothing in this Agreement shall limit or restrict the right of any of your directors, officers and employees to engage in any other business or to devote his or her time and attention in part to the management or other aspects of any business, whether of a similar or a dissimilar nature, nor limit or restrict your right to engage in any other business or to render service of any kind to any other corporation, firm, individual or association, except as specifically prescribed in Section paragraph 4. The Adviser and the Trust understand and agree You may not delegate to any person, including to one or more companies that nothing contained in this Agreement shall be deemed to impose upon you any obligation to purchase control, are controlled by, or sellare under common control with, or to recommend for purchase or sale, for the Fund’s account any security or other asset that you or your specified employees or affiliates may purchase or sell for your or their own account or for the account of any other clientsuch companies, if in any of your sole discretion it is for any reason undesirable or impracticable to take such action or make such recommendation for duties under this Agreement without the Fund’s account.prior written consent of the Adviser. Summerhaven Capital Management, LLC EMBARK CAYMAN FUND VI LTD JANUARY 17, 2024

Advisory Services. You will regularly provide the Fund with advice concerning the investment management of that portion of the Fund’s assets that are allocated to you, which advice shall be consistent with the investment objectives and policies of the Fund as set forth in the Fund’s Prospectus and Statement of Additional Information Information, as amended or supplemented, 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 and other financial instruments shall be purchased for such portion of the Fund’s assets, what securities and other financial instruments 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, as amended or supplemented, or any investment guidelines or other instructions received by you 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 and other financial instruments with brokers or dealers selected by you for that portion of the Fund’s assets for which you serve as sub-investment adviser. You shall also exercise or direct the exercise of any privilege or right attaching to that portion of the Fund’s assets that are allocated to you, including corporate actions; provided, however that the Fund shall retain all power and authority to vote any proxies solicited by or with respect to the issuers of such assets. The Adviser shall provide you with written statements of have no responsibility for actions taken in reliance on the Declaration of Trust; the By-Laws; the Fund’s written investment objectives and policies; the Prospectus and Statement of Additional Information Information; and written instructions, each 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 of 1940, as amended (the “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 Prospectus and Statement of Additional Information, as amended or supplemented supplemented, under the Securities Act of 1933, as amended, and the Investment Company Act; provided that the Adviser shall retain its oversight responsibilities . The Board has delegated to you discretionary authority to exercise voting rights with respect to all proxies solicited by or with respect to the issuers of securities and other investments in the portion of the assets of the Fund managed by you. You shall be responsible for the administration of the proxy voting process and exercise these voting rights or refrain from voting in accordance with your then-current proxy voting policy, procedures and/or guidelines, as provided to us from time to time and based on the best interests of the Fund’s compliance with shareholders. You are authorized to instruct the foregoing lawsFund’s custodian as necessary in order for you to receive proxies and shareholder communications relating to securities held in the portion of the Fund’s assets managed by you. You will maintain appropriate records detailing your voting of proxies on behalf of the Fund and, rules upon the Adviser’s reasonable request, will provide a report setting forth the names of the issuers, proposals voted on, how the Fund’s shares were voted and regulationsyour resolution of any conflicts of interest. You shall maintain written compliance policies and procedures that are reasonably designed to ensure the Fund’s compliance with the foregoing and to prevent violation by you and, in connection with carrying out your duties to yourself and the Fund hereunder, the Fund of from violating applicable federal securities laws (as defined in Rule 38a-1 under the Investment Company Act)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 as 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 immediately upon detection of any material 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 thatgenerally, in each case, such as when the violation could have a be considered material adverse effect on the Fund or the provision of to your services hereunderadvisory clients. QUANTIX COMMODITIES LP HARBOR ENERGY TRANSITION STRATEGY ETF You shall keep the Fund’s records of trade activity and trade confirms and other books and records related to the services that you provide to the Fund required to be maintained kept by you pursuant to Rule 31a-1 under the Investment Company Act and other applicable legal and regulatory requirements 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 upon request and without any charge to the Fund any of such records required to be maintained by you; provided. Upon reasonable request from the Adviser, however, that you (i) shall not be required to transfer any material that is not legally required to be maintained by will reasonably assist the Valuation Committee of the Trust in valuing securities or on behalf other financial instruments of the Fund and that constitutes your proprietary information and analyses (except as may be required by law or legal process); and (ii) may retain copies from time to time, including making available information of such records, which shall remain confidential as they relate you have knowledge related to the Trustsecurities or other financial instruments being valued. You shall promptly provide the Trust and the Adviser with any information you receive regarding class action claims or any other legal matters involving any security or other financial instrument held in the Fund and shall cooperate with the Trust and the Adviser to the extent necessary for the Trust or the Adviser to pursue and/or participate in any such action or matter. 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 make your officers and employees available to meet with the Trustees and the Trust’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. You will cooperate with the Trust’s independent public accountants and take all reasonable action in the performance of services and obligations under this Agreement to assure that the information needed by such accountants is made available to them for the expression of their opinion without any qualification as to the scope of their audit, including, but not limited to, their opinion included in the Trust’s annual report under the Investment Company Act and annual amendment to the Trust’s registration statement under the Investment Company Act. Nothing in this Agreement shall limit or restrict the right of any of your directors, officers and employees to engage in any other business or to devote his or her time and attention in part to the management or other aspects of any business, whether of a similar or a dissimilar nature, nor limit or restrict your right to engage in any other business or to render service of any kind to any other corporation, firm, individual or association, except as specifically prescribed in Section paragraph 4. The Adviser and the Trust understand and agree QUANTIX COMMODITIES LP HARBOR ENERGY TRANSITION STRATEGY ETF You may not delegate to any person, including to one or more companies that nothing contained in this Agreement shall be deemed to impose upon you any obligation to purchase control, are controlled by, or sellare under common control with, or to recommend for purchase or sale, for the Fund’s account any security or other asset that you or your specified employees or affiliates may purchase or sell for your or their own account or for the account of any other clientsuch companies, if in any of your sole discretion it is for any reason undesirable or impracticable to take such action or make such recommendation for duties under this Agreement without the Fund’s accountprior written consent of the Adviser.

Advisory Services. You will regularly provide the Fund with advice concerning the investment management of that portion of the Fund’s assets that are allocated to you, which advice shall be consistent with the investment objectives and policies of the Fund Organizational Documents, as set forth in the Fund’s Prospectus and Statement of Additional Information amended or supplemented, and any investment guidelines or other instructions received in writing from the Adviser. The Board of Trustees Directors or the Adviser may, from time to time, make additions to and withdrawals from the CoreCommodity Management, LLC EMBARK CAYMAN FUND II LTD JANUARY 17, 2024 assets of the Fund allocated to you. You will determine what securities and other financial instruments shall be purchased for such portion of the Fund’s assets, what securities and other financial instruments 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 effect, and other provisions of the Fund’s Prospectus and Statement of Additional InformationOrganizational Documents, as amended or supplemented, or any investment guidelines or other instructions received by you in writing from the Adviser, and subject, further, to such policies and instructions as the Board of Trustees Directors 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. You shall also exercise or direct have no responsibility for actions taken in reliance on the exercise of any privilege or right attaching to that portion of the Fund’s assets that are allocated to you, including corporate actions; provided, however that the Fund shall retain all power and authority to vote any proxies solicited by or with respect to the issuers of such assets. The Adviser shall provide you with written statements of the Declaration of Trust; the By-LawsOrganizational Documents; the Fund’s written investment objectives and policies; the Prospectus and Statement of Additional Information and written instructions, each 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 maintain policies and procedures reasonably designed to provide that your management of the portion of the Fund’s assets allocated to you complies with, with the Investment Company Act and Investment Advisers Act of 1940, as amended (the “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 Organizational Documents, as amended or supplemented under supplemented. You shall also maintain policies and procedures reasonably designed to provide, in managing the Securities Act of 1933, as amended, Fund’s assets and the Investment Company Act; provided that the Adviser shall retain its oversight responsibilities with respect to the Harbor Fund’s investment in the Fund, that the Harbor Fund remains in compliance with all applicable requirements of the foregoing lawsInvestment Company Act of 1940, as amended (the “Investment Company Act”), and all rules and regulationsregulations thereunder and with the Internal Revenues Code of 1986, as amended. The Board has delegated to you discretionary authority to exercise voting rights with respect to all proxies solicited by or with respect to the issuers of securities and other investments in the portion of the assets of the Fund managed by you. You shall be responsible for the administration of the proxy voting process and exercise these voting rights or refrain from voting in accordance with your then-current proxy voting policy, procedures and/or guidelines, as provided to us from time to time and based on the best interests of the Fund’s shareholders. You are authorized to instruct the Fund’s custodian as necessary in order for you to receive proxies and shareholder communications relating to securities held in the portion of the Fund’s assets managed by you. You will maintain appropriate records detailing your voting of proxies on behalf of the Fund and, upon the Adviser’s reasonable request, will provide a report setting forth the names of the issuers, proposals voted on, how the Fund’s shares were voted and your resolution of any conflicts of interest. You shall maintain written compliance policies and procedures that are reasonably designed to ensure the Fund’s compliance with the foregoing and to prevent violation by you and, in connection with carrying out your duties to yourself and the Fund hereunder, the Fund of from violating applicable federal securities laws (as defined in Rule 38a-1 under the Investment Company Act)laws. You agree to provide the Trust Fund and the Adviser with such reports and certifications and with such access to your officers and employees that as the Trust Fund 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 immediately upon detection of any material 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, regulation 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 thatgenerally, in each casesuch as when the violation could be considered material to your advisory clients. CoreCommodity Management, could have a material adverse effect on the Fund or the provision of your services hereunder. LLC EMBARK CAYMAN FUND II LTD JANUARY 17, 2024 You shall keep the Fund’s books and records to be maintained by you in relation to your services to the Fund 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 upon request and without any charge to the Fund any of such records required to be maintained by you; provided, howeveralthough you may retain copies in keeping with your policies for compliance with applicable laws, that rules and regulations. Upon reasonable request from the Adviser, you (i) shall not be required to transfer any material that is not legally required to be maintained by will reasonably assist the Fund in valuing securities or on behalf other financial instruments of the Fund and that constitutes your proprietary information and analyses (except as may be required by law or legal process); and (ii) may retain copies from time to time, including making available information of such records, which shall remain confidential as they relate you have knowledge related to the Trustsecurities or other financial instruments being valued. You shall promptly provide the Fund and the Adviser with any information you receive regarding class action claims or any other legal matters involving any security or other financial instrument held in the Fund and shall cooperate with the Fund and the Adviser to the extent necessary for the Fund or the Adviser to pursue and/or participate in any such action or matter. 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 make your officers and employees available to meet with the Trustees and the TrustFund’s Board of Directors 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. You will cooperate with the Fund’s independent public accountants and take all reasonable action in the performance of services and obligations under this Agreement to assure that the information needed by such accountants is made available to them for the expression of their opinion without any qualification as to the scope of their audit. Nothing in this Agreement shall limit or restrict the right of any of your directors, officers and employees to engage in any other business or to devote his or her time and attention in part to the management or other aspects of any business, whether of a similar or a dissimilar nature, nor limit or restrict your right to engage in any other business or to render service of any kind to any other corporation, firm, individual or association, except as specifically prescribed in Section paragraph 4. The Adviser and the Trust understand and agree You may not delegate to any person, including to one or more companies that nothing contained in this Agreement shall be deemed to impose upon you any obligation to purchase control, are controlled by, or sellare under common control with, or to recommend for purchase or sale, for the Fund’s account any security or other asset that you or your specified employees or affiliates may purchase or sell for your or their own account or for the account of any other clientsuch companies, if in any of your sole discretion it is for any reason undesirable or impracticable to take such action or make such recommendation for duties under this Agreement without the Fund’s account.prior written consent of the Adviser. CoreCommodity Management, LLC EMBARK CAYMAN FUND II LTD JANUARY 17, 2024

Advisory Services. You will regularly provide the Fund with advice concerning the investment management of that portion of the Fund’s assets that are allocated to you, which advice shall be consistent with the investment objectives and policies 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 financial instruments shall be purchased for such portion of the Fund’s assets, what securities financial instruments 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 financial instruments with brokers or dealers selected by you for that portion of the Fund’s assets for which you serve as sub-investment adviser. You shall also exercise or direct the exercise of any privilege or right attaching to that portion of the Fund’s assets that are allocated to you, including corporate actions; provided, however that the Fund shall retain all power and authority to vote any proxies solicited by or with respect to the issuers of such assets. 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 provisions of the Fund’s Registration Statement as amended or supplemented under the Securities Act of 1933, as amended, and the Investment Company Act; provided that the Adviser shall retain its oversight responsibilities with respect to the Fund’s compliance with the foregoing laws, rules and regulations. You shall maintain written compliance policies and procedures that you reasonably believe are reasonably designed to prevent violation by you yourself and, in connection with carrying out your duties to the Fund hereunderas a result, the Fund of from violating applicable federal securities laws (as defined in Rule 38a-1 under relating to that portion of the Investment Company Act)Fund’s assets allocated to you. 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 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 thatgenerally, in each case, such as when the violation could have a be considered material adverse effect on the Fund or the provision of to your services hereunderadvisory 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; provided, however, provided that you (i) shall not be required to transfer any material that is not legally required to be maintained by or on behalf of the Fund and that constitutes your proprietary information and analyses (except as may be required by law or legal process); and (ii) may retain copies of such records, which shall remain confidential a copy as they relate to the Trustrequired for regulatory recordkeeping purposes. 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 make your officers and employees available to meet with the Trustees and the Trust’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, officers and employees to engage in any other business or to devote his or her time and attention in part to the management or other aspects of any business, whether of a similar or a dissimilar nature, nor limit or restrict your right to engage in any other business or to render service of any kind to any other corporation, firm, individual or association. You shall not be responsible for taking any action to vote proxies for publicly traded equity securities. Notwithstanding the foregoing, you may receive information concerning assets held by the Fund, including without limitation, conversion rights, subscription rights, warrants, options, pendency of calls, maturities of securities, expiration of rights, tender or exchange offers, or any other right or power requiring a discretionary decision by you. With respect to assets other than publicly traded equity securities, you shall, when in the best interests of the Fund, exercise such rights and/or powers. Additionally, you may receive and take action with respect to debt restructurings, reorganizations, refinancings or similar events with respect to securities or loans held in the Fund’s portfolio, and may receive and take action with respect to proxies for private equity securities. Your investment authority shall include the authority to purchase, sell, cover open positions, and generally to deal in financial futures contracts and options thereon, in accordance with the SAI and Prospectus for the Trust. To implement your investment authority, you are authorized to: (i) 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. You may delegate trade execution and other support functions (but not portfolio management) to your affiliates and may share such information as necessary to accomplish these purposes. Additionally, you may delegate back office services to State Street Investment Manager Solutions, LLC (“State Street IMS”) and its affiliates. In all cases, you shall remain liable as if such services were provided by you directly. No additional fees shall be imposed for such services except as specifically prescribed in Section 4otherwise agreed. The Adviser represents, warrants and covenants that: (i) the Trust understand Fund is a “qualified institutional buyer” (“QIB”) as defined in Rule 144A under the Securities Act of 1933, as amended, and agree that nothing contained will promptly notify you if the Fund ceases to be a QIB;(ii) the Fund is a “qualified eligible person” (“QEP”) as defined in this Agreement Commodity Futures Trading Commission Rule 4.7 (“CFTC Rule 4.7”), and will promptly notify you if the Fund ceases to be a QEP; and (iii) the Fund hereby consents to be treated as an “exempt account” under CFTC Rule 4.7. Notwithstanding any other provision to the contrary, you shall be deemed to impose upon you any have no obligation to purchase or sell, perform the following services or to recommend have your employees perform the following roles, as applicable: (a) preparing and filing material for purchase or saledistribution to shareholders of the Fund, for including statistical information about the Fund and material regarding the Fund’s account any security performance or other asset that you or investments; (b) providing your employees to serve as officers of the Trust; or affiliates may purchase or sell for (c) providing your or their own account or for employees to serve as the account of any other client, if in your sole discretion it is for any reason undesirable or impracticable to take such action or make such recommendation for the FundTrust’s accountChief Compliance Officer and associated staff.

Advisory Services. You will regularly provide the Fund with advice concerning the investment management of that portion of the Fund’s assets that are allocated to you, which advice shall be consistent with the investment objectives and policies of the Fund as set forth in the Fund’s Prospectus and Statement of Additional Information Information, as amended or supplemented, 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 and other financial instruments shall be purchased for such portion of the Fund’s assets, what securities and other financial instruments 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, as amended or supplemented, or any investment guidelines or other instructions received by you 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 and other financial instruments with brokers or dealers selected by you for that portion of the Fund’s assets for which you serve as sub-investment adviser. You shall also exercise or direct the exercise of any privilege or right attaching to that portion of the Fund’s assets that are allocated to you, including corporate actions; provided, however that the Fund shall retain all power and authority to vote any proxies solicited by or with respect to the issuers of such assets. The Adviser shall provide you with written statements of have no responsibility for actions taken in reliance on the Declaration of Trust; the By-Laws; the Fund’s written investment objectives and policies; the Prospectus and Statement of Additional Information Information; and written instructions, each 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 of 1940, as amended (the “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 Prospectus and Statement of Additional Information, as amended or supplemented supplemented, under the Securities Act of 1933, as amended, and the Investment Company Act; provided that the Adviser shall retain its oversight responsibilities . The Board has delegated to you discretionary authority to exercise voting rights with respect to all proxies solicited by or with respect to the issuers of securities and other investments in the portion of the assets of the Fund managed by you. You shall be responsible for the administration of the proxy voting process and exercise these voting rights or refrain from voting in accordance with your then-current proxy voting policy, procedures and/or guidelines, as provided to us from time to time and based on the best interests of the Fund’s compliance with shareholders. You are authorized to instruct the foregoing lawsFund’s custodian as necessary in order for you to receive proxies and shareholder communications relating to securities held in the portion of the Fund’s assets managed by you. You will maintain appropriate records detailing your voting of proxies on behalf of the Fund and, rules upon the Adviser’s reasonable request, will provide a report setting forth the names of the issuers, proposals voted on, how the Fund’s shares were voted and regulationsyour resolution of any conflicts of interest. You shall maintain written compliance policies and procedures that are reasonably designed to ensure the Fund’s compliance with the foregoing and to prevent violation by you and, in connection with carrying out your duties to yourself and the Fund hereunder, the Fund of from violating applicable federal securities laws (as defined in Rule 38a-1 under the Investment Company Act)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 as 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 immediately upon detection of any material Summerhaven Investment Management, LLC EMBARK COMMODITY STRATEGY FUND JANUARY 17, 2024 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 thatgenerally, in each case, such as when the violation could have a be considered material adverse effect on the Fund or the provision of to your services hereunderadvisory 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 upon request and without any charge to the Fund any of such records required to be maintained by you; provided. Upon reasonable request from the Adviser, however, that you (i) shall not be required to transfer any material that is not legally required to be maintained by will reasonably assist the Valuation Committee of the Trust in valuing securities or on behalf other financial instruments of the Fund and that constitutes your proprietary information and analyses (except as may be required by law or legal process); and (ii) may retain copies from time to time, including making available information of such records, which shall remain confidential as they relate you have knowledge related to the Trustsecurities or other financial instruments being valued. You shall promptly provide the Trust and the Adviser with any information you receive regarding class action claims or any other legal matters involving any security or other financial instrument held in the Fund and shall cooperate with the Trust and the Adviser to the extent necessary for the Trust or the Adviser to pursue and/or participate in any such action or matter. 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 make your officers and employees available to meet with the Trustees and the Trust’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. You will cooperate with the Trust’s independent public accountants and take all reasonable action in the performance of services and obligations under this Agreement to assure that the information needed by such accountants is made available to them for the expression of their opinion without any qualification as to the scope of their audit, including, but not limited to, their opinion included in the Trust’s annual report under the Investment Company Act and annual amendment to the Trust’s registration statement under the Investment Company Act. Nothing in this Agreement shall limit or restrict the right of any of your directors, officers and employees to engage in any other business or to devote his or her time and attention in part to the management or other aspects of any business, whether of a similar or a dissimilar nature, nor limit or restrict your right to engage in any other business or to render service of any kind to any other corporation, firm, individual or association, except as specifically prescribed in Section paragraph 4. The Adviser and the Trust understand and agree Summerhaven Investment Management, LLC EMBARK COMMODITY STRATEGY FUND JANUARY 17, 2024 You may not delegate to any person, including to one or more companies that nothing contained in this Agreement shall be deemed to impose upon you any obligation to purchase control, are controlled by, or sellare under common control with, or to recommend for purchase or sale, for the Fund’s account any security or other asset that you or your specified employees or affiliates may purchase or sell for your or their own account or for the account of any other clientsuch companies, if in any of your sole discretion it is for any reason undesirable or impracticable to take such action or make such recommendation for duties under this Agreement without the Fund’s accountprior written consent of the Adviser.

Advisory Services. You will regularly provide the Fund with advice concerning the investment management of that portion of the Fund’s assets that are allocated to you, which advice shall be consistent with the investment objectives and policies of the Fund as set forth in the Fund’s Prospectus and Statement of Additional Information Information, as amended or supplemented, 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 and other financial instruments shall be purchased for such portion of the Fund’s assets, what securities and other financial instruments 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, as amended or supplemented, or any investment guidelines or other instructions received by you 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. You shall also exercise or direct the exercise of any privilege or right attaching to that portion of the Fund’s assets that are allocated to you, including corporate actions; provided, however that the Fund shall retain all power and authority to vote any proxies solicited by or with respect to the issuers of such assets. The Adviser shall provide you with written statements of have no responsibility for actions taken in reliance on the Declaration of Trust; the By-Laws; the Fund’s written investment objectives and policies; the Prospectus and Statement of Additional Information Information; and written instructions, each 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 of 1940, as amended (the “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 Prospectus and Statement of Additional Information, as amended or supplemented supplemented, under the Securities Act of 1933, as amended, and the Investment Company Act; provided that the Adviser shall retain its oversight responsibilities . The Board has delegated to you discretionary authority to exercise voting rights with respect to all proxies solicited by or with respect to the issuers of securities and other investments in the portion of the assets of the Fund managed by you. You shall be responsible for the administration of the proxy voting process and exercise these voting rights or refrain from voting in accordance with your then-current proxy voting policy, procedures and/or guidelines, as provided to us from time to time and based on the best interests of the Fund’s compliance with shareholders. You are authorized to instruct the foregoing lawsFund’s custodian as necessary in order for you to receive proxies and shareholder communications relating to securities held in the portion of the Fund’s assets managed by you. You will maintain appropriate records detailing your voting of proxies on behalf of the Fund and, rules upon the Adviser’s reasonable request, will provide a report setting forth the names of the issuers, proposals voted on, how the Fund’s shares were voted and regulationsyour resolution of any conflicts of interest. You shall maintain written compliance policies and procedures that are reasonably designed to ensure the Fund’s compliance with the foregoing and to prevent violation by you and, in connection with carrying out your duties to yourself and the Fund hereunder, the Fund of from violating applicable federal securities laws (as defined in Rule 38a-1 under the Investment Company Act)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 as 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 immediately upon detection of any material 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 thatgenerally, in each case, such as when the violation could have a be considered material adverse effect on the Fund or the provision of to your services hereunderadvisory 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 upon request and without any charge to the Fund any of such records required to be maintained by you; provided. Upon reasonable request from the Adviser, however, that you (i) shall not be required to transfer any material that is not legally required to be maintained by will reasonably assist the Valuation Committee of the Trust in valuing securities or on behalf other financial instruments of the Fund and that constitutes your proprietary information and analyses (except as may be required by law or legal process); and (ii) may retain copies from time to time, including making available information of such records, which shall remain confidential as they relate you have knowledge related to the Trustsecurities or other financial instruments being valued. You shall promptly provide the Trust and the Adviser with any information you receive regarding class action claims or any other legal matters involving any security or other financial instrument held in the Fund and shall cooperate with the Trust and the Adviser to the extent necessary for the Trust or the Adviser to pursue and/or participate in any such action or matter. 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 make your officers and employees available to meet with the Trustees and the Trust’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. You will cooperate with the Trust’s independent public accountants and take all reasonable action in the performance of services and obligations under this Agreement to assure that the information needed by such accountants is made available to them for the expression of their opinion without any qualification as to the scope of their audit, including, but not limited to, their opinion included in the Trust’s annual report under the Investment Company Act and annual amendment to the Trust’s registration statement under the Investment Company Act. Nothing in this Agreement shall limit or restrict the right of any of your directors, officers and employees to engage in any other business or to devote his or her time and attention in part to the management or other aspects of any business, whether of a similar or a dissimilar nature, nor limit or restrict your right to engage in any other business or to render service of any kind to any other corporation, firm, individual or association, except as specifically prescribed in Section paragraph 4. The Adviser and the Trust understand and agree You may not delegate to any person, including to one or more companies that nothing contained in this Agreement shall be deemed to impose upon you any obligation to purchase control, are controlled by, or sellare under common control with, or to recommend for purchase or sale, for the Fund’s account any security or other asset that you or your specified employees or affiliates may purchase or sell for your or their own account or for the account of any other clientsuch companies, if in any of your sole discretion it is for any reason undesirable or impracticable to take such action or make such recommendation for duties under this Agreement without the Fund’s accountprior written consent of the Adviser.

Advisory Services. You will regularly provide the Fund with advice concerning the investment management of that portion of the Fund’s assets that are allocated to you, which advice shall be consistent with the investment objectives and policies of the Fund as set forth in the Fund’s Prospectus and Statement of Additional Information Information, as amended or supplemented, 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 and other financial instruments shall be purchased for such portion of the Fund’s assets, what securities and other financial instruments 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, as amended or supplemented, or any investment guidelines or other instructions received by you 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. You shall also exercise or direct the exercise of any privilege or right attaching to that portion at no time have custody of the Fund’s assets that are allocated to you, including corporate actions; provided, however that the Fund and shall retain all power and have no authority to vote deliver or pay securities or cash to yourself or any proxies solicited by or with respect to the issuers of such assetsthird party. The Adviser You shall provide you with written statements of have no responsibility for actions taken in reliance on the Declaration of Trust; the By-Laws; the Fund’s written investment objectives and policies; the Prospectus and Statement of Additional Information Information; and written instructions, each 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 of 1940, as amended (the “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 Prospectus and Statement of Additional Information, as amended or supplemented supplemented, under the Securities Act of 1933, as amended, and the Investment Company Act; provided that the Adviser shall retain its oversight responsibilities . The Board has delegated to you discretionary authority to exercise voting rights with respect to all proxies solicited by or with respect to the issuers of securities and other investments in the portion of the assets of the Fund managed by you. You shall be responsible for the administration of the proxy voting process and exercise these voting rights or refrain from voting in accordance with your then-current proxy voting policy, procedures and/or guidelines, as provided to us from time to time and based on the best interests of the Fund’s compliance with shareholders. You are authorized to instruct the foregoing lawsFund’s custodian as necessary in order for you to receive proxies and shareholder communications relating to securities held in the portion of the Fund’s assets managed by you. You will maintain appropriate records detailing your voting of proxies on behalf of the Fund and, rules upon the Adviser’s reasonable request, will provide a report setting forth the names of the issuers, proposals voted on, how the Fund’s shares were voted and regulationsyour resolution of any conflicts of interest. You shall maintain written compliance policies and procedures that are reasonably designed to ensure the Fund’s compliance with the foregoing and to prevent violation by you and, in connection with carrying out your duties to yourself and the Fund hereunder, the Fund of from violating applicable federal securities laws (as defined in Rule 38a-1 under the Investment Company Act)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 as 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 as soon as reasonably practicable upon detection of any material breach of any of the Fund’s policies, guidelines or procedures and of 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 youyou and that shall have a materially adverse impact on the Fund’s assets. You also agree to notify us promptly as soon as reasonably practicable 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 that, in each case, and could have a be considered material adverse effect on to the Fund or the provision of your services hereunderFund. 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 upon request and without any charge to the Fund any of such records required to be maintained by you; providedprovided that, howevernotwithstanding anything to the contrary, nothing herein shall be deemed to require you to surrender any document that any applicable federal and state laws and regulation requires you (i) shall not be required to transfer any material that is not legally required to be maintained by retain, including without limitation SEC Rule 204-2 under the Investment Advisers Act. Upon reasonable request from the Adviser, you will reasonably assist the Valuation Committee of the Trust in valuing securities or on behalf other financial instruments of the Fund and that constitutes your proprietary information and analyses (except as may be required by law or legal process); and (ii) may retain copies from time to time, including making available information of such records, which shall remain confidential as they relate you have knowledge related to the Trustsecurities or other financial instruments being valued. In You shall promptly provide the Trust and the Adviser with any information you receive regarding class action claims or any other legal matters involving any security or other financial instrument held in the Fund and shall cooperate with the Trust and the Adviser to the extent necessary for the Trust or the Adviser to pursue and/or participate in any such action or matter. For the avoidance of doubt, subject to the preceding sentence, you will not be responsible for taking any action on such legal actions. Unless otherwise contemplated herein, 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 make your officers and employees available to meet with the Trustees and the Trust’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. You will cooperate with the Trust’s independent public accountants and take all reasonable action in the performance of services and obligations under this Agreement to assure that the information needed by such accountants is made available to them for the expression of their opinion without any qualification as to the scope of their audit, including, but not limited to, their opinion included in the Trust’s annual report under the Investment Company Act and annual amendment to the Trust’s registration statement under the Investment Company Act. Nothing in this Agreement shall limit or restrict the right of any of your directors, officers and employees to engage in any other business or to devote his or her time and attention in part to the management or other aspects of any business, whether of a similar or a dissimilar nature, nor limit or restrict your right to engage in any other business or to render service of any kind to any other corporation, firm, individual or association, except as specifically prescribed in Section 4. The Adviser paragraph 4 or as otherwise agreed upon in writing by you and the Trust understand and agree Adviser. Except as noted below, you may not delegate to any person, including to one or more companies that nothing contained in this Agreement shall be deemed to impose upon you any obligation to purchase control, are controlled by, or sellare under common control with, or to recommend for purchase or salespecified employees of any such companies, for any of your duties under this Agreement without the prior written consent of the Adviser. You may engage without the prior written consent of the Adviser vendors to provide certain non-investment advisory services such as monitoring and coordinating the provision of trade administration oversight services of the Fund’s account portfolio, including settlement oversight services, reconciliation services, trade notification services, and similar services. You will maintain adequate oversight over any security or other asset that you or your employees or affiliates may purchase or sell for your or their own account or for the account of any other client, if in your sole discretion it is for any reason undesirable or impracticable to take such action or make such recommendation for the Fund’s accountdelegated non-investment advisory services.

Advisory Services. You will regularly provide the Fund with advice concerning the investment management of that portion of the Fund’s assets that are allocated to you, which advice shall be consistent with the investment objectives and policies 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 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. You shall also exercise or direct the exercise of any privilege or right attaching to that portion of the Fund’s assets that are allocated to you, including corporate actions; provided, however that the Fund shall retain all power and . The Board has delegated to you discretionary authority to vote any exercise voting rights with respect to all proxies solicited by or with respect to the issuers of such assetssecurities and other investments in the portion of the assets of the Fund managed by you. You shall be responsible for the administration of the proxy voting process and exercise these voting rights or refrain from voting in accordance with your then-current proxy voting policy, procedures and/or guidelines, as provided to us from time to time and based on the best interests of the Fund’s shareholders. You are authorized to instruct the Fund’s custodian as necessary in order for you to receive proxies and shareholder communications relating to securities held in the portion of the Fund’s assets managed by you. You will maintain appropriate records detailing your voting of proxies on behalf of the Fund and, upon the Adviser’s reasonable request, will provide a report setting forth the names of the issuers, proposals voted on, how the Fund’s shares were voted and your resolution of any conflicts of interest. 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 provisions of the Fund’s Registration Statement as amended or supplemented under the Securities Act of 1933, as amended, and the Investment Company Act; provided that the Adviser shall retain its oversight responsibilities with respect to the Fund’s compliance with the foregoing laws, rules and regulations. You shall maintain written compliance policies and procedures that are reasonably designed to prevent violation by you and, in connection with carrying out your duties to the Fund hereunder, the Fund of applicable federal securities laws (as defined in Rule 38a-1 under the Investment Company Act). 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 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 that, in each case, could have a material adverse effect on the Fund or the provision of your services hereunder. 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; provided, however, that you (i) shall not be required to transfer any material that is not legally required to be maintained by or on behalf of the Fund and that constitutes your proprietary information and analyses (except as may be required by law or legal process); and (ii) may retain copies of such records, which shall remain confidential as they relate to the Trust. 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 make your officers and employees available to meet with the Trustees and the Trust’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, officers and employees to engage in any other business or to devote his or her time and attention in part to the management or other aspects of any business, whether of a similar or a dissimilar nature, nor limit or restrict your right to engage in any other business or to render service of any kind to any other corporation, firm, individual or association, except as specifically prescribed in Section 4. The Adviser and the Trust understand and agree that nothing contained in this Agreement shall be deemed to impose upon you any obligation to purchase or sell, or to recommend for purchase or sale, for the Fund’s account any security or other asset that you or your employees or affiliates may purchase or sell for your or their own account or for the account of any other client, if in your sole discretion it is for any reason undesirable or impracticable to take such action or make such recommendation for the Fund’s account.

Advisory Services. You will regularly provide the Fund with advice concerning the investment management of that portion of the Fund’s 's assets that are allocated to you, which advice shall be consistent with the investment objectives and policies of the Fund as set forth in the Fund’s 's Prospectus and Statement of Additional Information and any investment guidelines or other instructions received in advance and 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 's assets, what securities shall be held or sold by such portions of the Fund’s 's assets, and what portion of such assets shall be held uninvested, subject always to the provisions of the Trust’s 's Declaration of Trust and By-Laws, Laws and the Investment Company Act and Investment Advisers Act and to the investment objectives, policies and restrictions (including, without limitation, the requirements of Subchapter M of the Internal Revenue Code of 1986, as amended (the "Code") 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 's Prospectus and Statement of Additional Information, or any investment guidelines or other instructions received in writing and in advance 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 's assets for which you serve as sub-investment adviser. You shall also exercise or direct the exercise of any privilege or right attaching to that portion of the Fund’s assets that are allocated to you, including corporate actions; provided, however that the Fund shall retain all power and authority to vote any proxies solicited by or with respect to the issuers of such assets. The Adviser shall provide you with written statements of the Declaration of Trust; the By-Laws; the Fund’s '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 be fully protected and shall have no responsibility liability 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 's assets allocated to you complies with, the Investment Company Act and Investment Advisers Act and all applicable 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 's Registration Statement as amended or supplemented under the Securities Act of 1933, as amended, and the Investment Company Act; provided that the Adviser shall retain its oversight responsibilities with respect to the Fund’s compliance with the foregoing laws, rules and regulations. You shall maintain written compliance policies and procedures that you reasonably believe are adequate to ensure that the provision or your services hereunder are reasonably designed to prevent violation by you and, in connection with carrying out your duties to yourself and the Fund hereunder, the Fund of from violating applicable federal securities laws (as defined in Rule 38a-1 under the Investment Company Act)laws. You agree to provide the Trust and the Adviser with such reports and certifications and with such reasonable access to your key 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 promptly notify the Adviser promptly upon detection of any material breach of any of failure to manage in accordance with the Fund’s policies's investment objective, policies and 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 regarding that portion of the Fund’s '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 that, in each case, could have a material adverse effect on the Fund or the provision of your services hereunder. You shall keep to 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; provided, however, that you (i) shall not be required to transfer any material that is not legally required to be maintained by or on behalf of the Fund and that constitutes your proprietary information and analyses (except as may be required by law or legal process); and (ii) may retain copies of such records, which shall remain confidential as they relate to the Trust. 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 make a director-level employee of your officers firm who is qualified to discuss your investment strategy and results in detail, and, if necessitated by the agenda of the meeting, other qualified employees available to meet with the Trustees and the Trust’s 's or Adviser’s 's officers at least quarterly on due semi-annually and at such other times as the Trust or Adviser may reasonably request, and you may agree, upon prior notice to review the investments and investment program of the portion of the Fund’s 's assets allocated to you in light of current and prospective economic and market conditionsyou. Nothing in this Agreement shall limit or restrict the right of any of your directors, partners, officers and and/or employees who may also be a trustee, officer or employee of the Trust to engage in any other business or to devote his or her time and attention in part to the management or other aspects of any business, whether of a similar or a dissimilar nature, nor limit or restrict your right to engage in any other business or to render service of any kind to any other corporation, firm, individual or association, except as specifically prescribed in Section 4. The Adviser and the Trust understand and agree that nothing contained in this Agreement shall be deemed to impose upon you any obligation to purchase or sell, or to recommend for purchase or sale, for the Fund’s account any security or other asset that you or your employees or affiliates may purchase or sell for your or their own account or for the account of any other client, if in your sole discretion it is for any reason undesirable or impracticable to take such action or make such recommendation for the Fund’s account.

Advisory Services. You will regularly provide the Fund with advice concerning the investment management of that portion of the Fund’s assets that are allocated to youassets, which advice shall be consistent with the investment objectives and policies of the Fund as set forth in the Fund’s Prospectus and Statement of Additional Information Information, as amended or supplemented, and any investment guidelines or other instructions received in writing from the AdviserAdviser (the “Guidelines”). 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 youFund. You will determine what securities and other financial instruments shall be purchased for such portion of the Fund’s assets, what securities and other financial instruments 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, as amended or supplemented, or any investment guidelines or other instructions received by you 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 the Fund. Your investment authority shall include the authority to purchase, sell, cover open positions, and generally to deal in securities and 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) open and maintain brokerage accounts for securities and 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’s assets for which you serve as sub-investment adviser, standard customer agreements with a broker or brokers. You shall also exercise or direct the exercise of any privilege or right attaching to that portion of the Fund’s assets that are allocated to you, including corporate actions; provided, however that the Fund shall retain all power and authority to vote any proxies solicited by or with respect to the issuers of such assets. The Adviser shall provide you with written statements of have no responsibility for actions taken in reliance on the Declaration of Trust; the By-Laws; the Fund’s written investment objectives and policies; the Prospectus and Statement of Additional Information Information; and written instructions, each 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 Fund’s assets complies with, applicable requirements of the Fund’s assets allocated compliance policies and procedures adopted pursuant to Rule 38a-1 under the Investment Company Act provided to you complies with(“Fund Policies and Procedures”), the Investment Company Act and Investment Advisers Act of 1940, as amended (the “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 Prospectus and Statement of Additional Information, as amended or supplemented supplemented, included in the Fund’s effective registration statement filed on Form N-1A under the Securities Act of 1933, as amendedamended (“Securities Act”), and the Investment Company Act; Act (the “Registration Statement”). The Board has delegated to you discretionary authority to exercise voting rights with respect to all proxies solicited by or with respect to the issuers of securities and other investments in the Fund. You shall be responsible for the administration of the proxy voting process and exercise these voting rights or refrain from voting in accordance with your then-current proxy voting policy, procedures and/or guidelines, as provided that to us from time to time and based on the Adviser shall retain its oversight responsibilities best interests of the Fund’s shareholders. You are authorized to instruct the Fund’s custodian as necessary in order for you to receive proxies and shareholder communications relating to securities held in the Fund. You will maintain appropriate records detailing your voting of proxies on behalf of the Fund and, upon the Adviser’s reasonable request, will provide a report setting forth the names of the issuers, proposals voted on, how the Fund’s shares were voted and your resolution of any conflicts of interest. For the avoidance of doubt, you will not be responsible for filing Form N-PX or any other regulatory filings in connection with your discretionary authority to exercise of voting rights with respect to the Fund’s compliance with the foregoing laws, rules and regulations. You shall maintain written compliance policies and procedures that are reasonably designed to prevent violation by you and, in connection with carrying out your duties to the Fund hereunder, the Fund of applicable federal securities laws (as defined in Rule 38a-1 under the Investment Company Act). 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 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 that, in each case, could have a material adverse effect on the Fund or the provision of your services hereunder. 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; provided, however, that you (i) shall not be required to transfer any material that is not legally required to be maintained by or on behalf of the Fund and that constitutes your proprietary information and analyses (except as may be required by law or legal process); and (ii) may retain copies of such records, which shall remain confidential as they relate to the Trust. 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 make your officers and employees available to meet with the Trustees and the Trust’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, officers and employees to engage in any other business or to devote his or her time and attention in part to the management or other aspects of any business, whether of a similar or a dissimilar nature, nor limit or restrict your right to engage in any other business or to render service of any kind to any other corporation, firm, individual or association, except as specifically prescribed in Section 4. The Adviser and the Trust understand and agree that nothing contained in this Agreement shall be deemed to impose upon you any obligation to purchase or sell, or to recommend for purchase or sale, for the Fund’s account any security or other asset that you or your employees or affiliates may purchase or sell for your or their own account or for the account of any other client, if in your sole discretion it is for any reason undesirable or impracticable to take such action or make such recommendation for the Fund’s account.

Advisory Services. You will regularly provide the Fund with advice concerning the investment management of that portion of the Fund’s assets that are allocated to you, which advice shall be consistent with the investment objectives and policies of the Fund as set forth in the Fund’s Prospectus and Statement of Additional Information Information, as amended or supplemented, 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 and other financial instruments shall be purchased for such portion of the Fund’s assets, what securities and other financial instruments 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, as amended or supplemented, or any investment guidelines or other instructions received by you 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. You shall also exercise or direct the exercise of any privilege or right attaching to that portion at no time have custody of the Fund’s assets that are allocated to you, including corporate actions; provided, however that the Fund and shall retain all power and have no authority to vote deliver or pay securities or cash to yourself or any proxies solicited by or with respect to the issuers of such assetsthird party. The Adviser You shall provide you with written statements of have no responsibility for actions taken in reliance on the Declaration of Trust; the By-Laws; the Fund’s written investment objectives and policies; the Prospectus and Statement of Additional Information Information; and written instructions, each 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 of 1940, as amended (the “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 Prospectus and Statement of Additional Information, as amended or supplemented supplemented, under the Securities Act of 1933, as amended, and the Investment Company Act; provided that the Adviser shall retain its oversight responsibilities . The Board has delegated to you discretionary authority to exercise voting rights with respect to all proxies solicited by or with respect to the issuers of securities and other investments in the portion of the assets of the Fund managed by you. You shall be responsible for the administration of the proxy voting process and exercise these voting rights or refrain from voting in accordance with your then-current proxy voting policy, procedures and/or guidelines, as provided to us from time to time. You are authorized to instruct the Fund’s compliance with custodian as necessary in order for you to receive proxies and shareholder communications relating to securities held in the foregoing lawsportion of the Fund’s assets managed by you. You will maintain appropriate records detailing your voting of proxies on behalf of the Fund and, rules upon the Adviser’s reasonable request, will provide a report setting forth the names of the issuers, proposals voted on, how the Fund’s shares were voted and regulationsyour resolution of any conflicts of interest. You shall maintain written compliance policies and procedures that are reasonably designed to ensure the Fund’s compliance with the foregoing and to prevent violation by you and, in connection with carrying out your duties to yourself and the Fund hereunder, the Fund of from violating applicable federal securities laws (as defined in Rule 38a-1 under the Investment Company Act)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 as 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 immediately upon detection of any material 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 thatgenerally, in each case, such as when the violation could have a be considered material adverse effect on the Fund or the provision of to your services hereunderadvisory 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 upon request and without any charge to the Fund any of such records required to be maintained by you; provided, however, provided that you (i) shall not be required to transfer any material that is not legally required to be maintained by or on behalf may maintain a copy of the Fund and that constitutes your proprietary information and analyses (except such records as may be required by law under applicable law. Upon reasonable request from the Adviser, you will reasonably assist the Valuation Committee of the Trust in valuing securities or legal process); and (ii) other financial instruments of the Fund as may retain copies be required from time to time, including making available information of such records, which shall remain confidential as they relate you have knowledge related to the Trustsecurities or other financial instruments being valued. In You shall promptly provide the Trust and the Adviser with any information you receive regarding class action claims or any other legal matters involving any security or other financial instrument held in the Fund and shall cooperate with the Trust and the Adviser to the extent necessary for the Trust or the Adviser to pursue and/or participate in any such action or matter. For the avoidance of doubt, subject to the preceding sentence, you will not be responsible for advising or taking any action on such legal actions. Unless otherwise contemplated herein, 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 make your officers and employees available to meet with the Trustees and the Trust’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. You will cooperate with the Trust’s independent public accountants and take all reasonable action in the performance of services and obligations under this Agreement to assure that the information needed by such accountants is made available to them for the expression of their opinion without any qualification as to the scope of their audit, including, but not limited to, their opinion included in the Trust’s annual report under the Investment Company Act and annual amendment to the Trust’s registration statement under the Investment Company Act. Nothing in this Agreement shall limit or restrict the right of any of your directors, officers and employees to engage in any other business or to devote his or her time and attention in part to the management or other aspects of any business, whether of a similar or a dissimilar nature, nor limit or restrict your right to engage in any other business or to render service of any kind to any other corporation, firm, individual or association, except as specifically prescribed in Section 4. The Adviser paragraph 4 or as otherwise agreed upon in writing by you and the Trust understand and agree Adviser. You may not delegate to any person, including to one or more companies that nothing contained in this Agreement shall be deemed to impose upon you any obligation to purchase control, are controlled by, or sellare under common control with, or to recommend for purchase or sale, for the Fund’s account any security or other asset that you or your specified employees or affiliates may purchase or sell for your or their own account or for the account of any other clientsuch companies, if in any of your sole discretion it is for any reason undesirable or impracticable to take such action or make such recommendation for investment subadvisory duties under this Agreement without the Fund’s accountprior written consent of the Adviser.

Advisory Services. You will regularly provide the Fund with advice concerning the investment management of that portion of the Fund’s 's assets that are allocated to you, which advice shall be consistent with the investment objectives and policies of the Fund as set forth in the Fund’s '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 financial instruments shall be purchased for such portion of the Fund’s 's assets, what securities financial instruments shall be held or sold by such portions of the Fund’s 's assets, and what portion of such assets shall be held uninvested, subject always to the provisions of the Trust’s '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 '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 financial instruments with brokers or dealers selected by you for that portion of the Fund’s 's assets for which you serve as sub-investment adviser. You shall also exercise or direct the exercise of any privilege or right attaching to that portion of the Fund’s assets that are allocated to you, including corporate actions; provided, however that the Fund shall retain all power and authority to vote any proxies solicited by or with respect to the issuers of such assets. The Adviser shall provide you with written statements of the Declaration of Trust; the By-Laws; the Fund’s '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 '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 's Registration Statement as amended or supplemented under the Securities Act of 1933, as amended, and the Investment Company Act; provided that the Adviser shall retain its oversight responsibilities with respect to the Fund’s compliance with the foregoing laws, rules and regulations. You shall maintain written compliance policies and procedures that you reasonably believe are reasonably designed to prevent violation by you yourself and, in connection with carrying out your duties to the Fund hereunderas a result, the Fund of from violating applicable federal securities laws (as defined in Rule 38a-1 under relating to that portion of the Investment Company Act)Fund's assets allocated to you. 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 Fund’s '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 '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 thatgenerally, in each case, such as when the violation could have a be considered material adverse effect on the Fund or the provision of to your services hereunderadvisory clients. You shall keep the Fund’s '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 PACIFIC INVESTMENT MANAGEMENT COMPANY LLC HARBOR REAL RETURN (INFLATION PROTECTED) FUND DECEMBER 1, 2005 maintained by you; provided, however, provided that you (i) shall not be required to transfer any material that is not legally required to be maintained by or on behalf of the Fund and that constitutes your proprietary information and analyses (except as may be required by law or legal process); and (ii) may retain copies of such records, which shall remain confidential a copy as they relate to the Trustrequired for regulatory recordkeeping purposes. 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 make your officers and employees available to meet with the Trustees and the Trust’s 's or Adviser’s 's officers at least quarterly on due notice to review the investments and investment program of the portion of the Fund’s '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, officers and employees to engage in any other business or to devote his or her time and attention in part to the management or other aspects of any business, whether of a similar or a dissimilar nature, nor limit or restrict your right to engage in any other business or to render service of any kind to any other corporation, firm, individual or association, except as specifically prescribed in Section 4. You shall not be responsible for taking any action to vote proxies for publicly traded equity securities. Notwithstanding the foregoing, you may receive information concerning assets held in the Account, including without limitation, conversion rights, subscription rights, warrants, options, pendency of calls, maturities of securities, expiration of rights, tender or exchange offers, or any other right or power requiring a discretionary decision by you. With respect to assets other than publicly traded equity securities, you shall, when in the best interests of the Fund exercise such rights and/ or powers. Additionally, you may receive and take action with respect to debt restructurings, reorganizations, refinancings or similar events with respect to securities or loans held in the Fund's portfolio, and may receive and take action with respect to proxies for private equity securities. Your investment authority shall include the authority to purchase, sell, cover open positions, and generally to deal in financial futures contracts and options thereon, in accordance with the SAI and Prospectus for the Trust. The Adviser will: (i) open and maintain brokerage accounts for financial futures and options (such accounts hereinafter referred to as "brokerage accounts") on behalf of and in the Trust understand name of the Fund and agree that nothing contained in this Agreement shall be deemed to impose upon you any obligation to purchase or sell, or to recommend (ii) execute for purchase or sale, for and on behalf of the Fund’s account any security , standard customer agreements with a broker or brokers. You may, using such of the securities and other asset that you or your employees or affiliates may purchase or sell for your or their own account or for the account of any other client, if property in your sole discretion it is for any reason undesirable or impracticable to take such action or make such recommendation for the Fund’s account'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. You have delivered to us a copy of your Disclosure Document, as amended, dated June 1, 2005, on file with the Commodity Futures Trading Commission. We hereby acknowledge receipt of such copy.

Advisory Services. You will regularly provide the Fund with advice concerning the investment management of that portion of the Fund’s assets that are allocated to you, which advice shall be consistent with the investment objectives and policies 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 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 forwards and 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) open and maintain brokerage accounts for derivative instruments, including financial forwards, 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 or dealers. You shall also exercise may, using such of the securities and other property in the Fund’s portfolio as you deem necessary or desirable, direct the exercise of any privilege or right attaching custodian to that portion deposit on behalf of the Fund’s assets that are allocated 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 you, including corporate actions; provided, however that the Fund shall retain all power and authority to vote any proxies solicited by such brokers as you deem desirable or with respect to the issuers of such assetsappropriate. 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 income and diversification 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 under the Securities Act of 1933, as amended, and the Investment Company Act; provided that the Adviser shall retain its oversight responsibilities with respect to the Fund’s compliance with the foregoing laws, rules and regulations. You shall maintain written compliance policies and procedures that you reasonably believe are adequate to ensure that portion of the Fund’s assets allocated to you complies with the foregoing and that are reasonably designed to prevent violation by yourself and that portion of the Fund’s assets allocated to you and, in connection with carrying out your duties to the Fund hereunder, the Fund of from violating applicable federal securities laws (as defined in Rule 38a-1 under the Investment Company Act)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 immediately upon detection of any material 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 that, in each case, could have a material adverse effect on the Fund or the provision of your services hereunderFund. You shall keep the Fund’s books and records required to be maintained by you by applicable law 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 also the property of the Fund and you shall surrender promptly and without any charge copies to the Fund any of such records required to be maintained by you; provided, however, that you (i) shall not be required to transfer any material that is not legally required to be maintained by or on behalf of the Fund and that constitutes your proprietary information and analyses (except as may be required by law or legal process); and (ii) may retain copies of such records, which shall remain confidential as they relate to the Trust. 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 make your officers and employees available to meet with the Trustees and the Trust’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, officers and employees to engage in any other business or to devote his or her time and attention in part to the management or other aspects of any business, whether of a similar or a dissimilar nature, nor limit or restrict your right to engage in any other business or to render service of any kind to any other corporation, firm, individual or association, except as specifically prescribed in Section 4. The Adviser and the Trust understand and agree that nothing contained in this Agreement Adviser, not you, shall be deemed to impose upon you any obligation to purchase or sell, or to recommend responsible for purchase or sale, voting proxies for securities held in that portion of the Fund’s account any security or other asset that you or your employees or affiliates may purchase or sell for your or their own account or for the account of any other client, if in your sole discretion it is for any reason undesirable or impracticable to take such action or make such recommendation for the Fund’s accountFund managed by you.

Advisory Services. You will regularly provide the Fund with advice concerning the investment management of that portion of the Fund’s assets that are allocated to you, which advice shall be consistent with the investment objectives and policies 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 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) 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 shall also exercise may, using such of the securities and other property in the Fund’s portfolio as you deem necessary or desirable, direct the exercise of any privilege or right attaching custodian to that portion deposit on behalf of the Fund’s assets that are allocated 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 you, including corporate actions; provided, however that the Fund shall retain all power and authority to vote any proxies solicited by such brokers as you deem desirable or with respect to the issuers of such assetsappropriate. 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 provisions of the Fund’s Registration Statement as amended or supplemented under the Securities Act of 1933, as amended, and the Investment Company Act; provided that the Adviser shall retain its oversight responsibilities with respect to the Fund’s compliance with the foregoing laws, rules and regulations. 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 violation by you and, in connection with carrying out your duties to yourself and the Fund hereunder, the Fund of from violating applicable federal securities laws (as defined in Rule 38a-1 under the Investment Company Act)laws. You agree to provide the Trust and the Adviser with such reports and certifications and with such access to ARISTOTLE CAPITAL MANAGEMENT, LLC HARBOR LARGE CAP VALUE FUND DECEMBER 17, 2012 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 immediately upon detection of any material 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 thatgenerally, in each case, such as when the violation could have a be considered material adverse effect on the Fund or the provision of to your services hereunderadvisory 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 3 la-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, however, that you (i) shall not be required to transfer any material that is not legally required to be maintained by or on behalf of the Fund and that constitutes your proprietary information and analyses (except as may be required by law or legal process); and (ii) may retain copies of such records, which shall remain confidential as they relate to the Trust. 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 make your officers and employees available to meet with the Trustees and the Trust’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, officers and employees to engage in any other business or to devote his or her time and attention in part to the management or other aspects of any business, whether of a similar or a dissimilar nature, nor limit or restrict your right to engage in any other business or to render service of any kind to any other corporation, firm, individual or association, except as specifically prescribed in Section 4. The Adviser and the Trust understand and agree that nothing contained in this Agreement shall be deemed to impose upon you any obligation to purchase or sell, or to recommend for purchase or sale, for the Fund’s account any security or other asset that you or your employees or affiliates may purchase or sell for your or their own account or for the account of any other client, if in your sole discretion it is for any reason undesirable or impracticable to take such action or make such recommendation for the Fund’s account.

Advisory Services. You will regularly provide the Fund with advice concerning the investment management of that portion of the Fund’s assets that are allocated to you, which advice shall be BYRON PLACE CAPITA▇ ▇▇▇AGEMENT, LLC HARBOR ACTIVE SMALL CAP ETF AUGUST 12, 2024 consistent with the investment objectives and policies of the Fund as set forth in the Fund’s Prospectus and Statement of Additional Information Information, as amended or supplemented, 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 and other financial instruments shall be purchased for such portion of the Fund’s assets, what securities and other financial instruments 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, as amended or supplemented, or any investment guidelines or other instructions received by you 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. You shall also exercise or direct the exercise of any privilege or right attaching to that portion at no time have custody of the Fund’s assets that are allocated to you, including corporate actions; provided, however that the Fund and shall retain all power and have no authority to vote deliver or pay securities or cash to yourself or any proxies solicited by or with respect to the issuers of such assetsthird party. The Adviser You shall provide you with written statements of have no responsibility for actions taken in reliance on the Declaration of Trust; the By-Laws; the Fund’s written investment objectives and policies; the Prospectus and Statement of Additional Information Information; and written instructions, each 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 of 1940, as amended (the “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 Prospectus and Statement of Additional Information, as amended or supplemented supplemented, under the Securities Act of 1933, as amended, and the Investment Company Act; provided that the Adviser shall retain its oversight responsibilities . The Board has delegated to you discretionary authority to exercise voting rights with respect to all proxies solicited by or with respect to the issuers of securities and other investments in the portion of the assets of the Fund managed by you. You shall be responsible for the administration of the proxy voting process and exercise these voting rights or refrain from voting in accordance with your then-current proxy voting policy, procedures and/or guidelines, as provided to us from time to time and based on the best interests of the Fund’s compliance with shareholders. You are authorized to instruct the foregoing lawsFund’s custodian as necessary in order for you to receive proxies and shareholder communications relating to securities held in the portion of the Fund’s assets managed by you. You will maintain appropriate records detailing your voting of proxies on behalf of the Fund and, rules upon the Adviser’s reasonable request, will provide a report setting forth the names of the issuers, proposals voted on, how the Fund’s shares were voted and regulationsyour resolution of any conflicts of interest. You shall maintain written compliance policies and procedures that are reasonably designed to ensure the Fund’s compliance with the foregoing and to prevent violation by you and, in connection with carrying out your duties to yourself and the Fund hereunder, the Fund of from violating applicable federal securities laws (as defined in Rule 38a-1 under the Investment Company Act)laws. You agree to provide the Trust and the Adviser with such reports and certifications and with BYRON PLACE CAPITA▇ ▇▇▇AGEMENT, LLC HARBOR ACTIVE SMALL CAP ETF AUGUST 12, 2024 such access to your officers and employees that as 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 immediately upon detection of any material 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 thatgenerally, in each case, such as when the violation could have a be considered material adverse effect on the Fund or the provision of to your services hereunderadvisory 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 upon request and without any charge to the Fund any of such records required to be maintained by you; provided, however, provided that you (i) shall not be required to transfer any material that is not legally required to be maintained by or on behalf may maintain a copy of the Fund and that constitutes your proprietary information and analyses (except such records as may be required by law under applicable law. Upon reasonable request from the Adviser, you will reasonably assist the Valuation Committee of the Trust in valuing securities or legal process); and (ii) other financial instruments of the Fund as may retain copies be required from time to time, including making available information of such records, which shall remain confidential as they relate you have knowledge related to the Trustsecurities or other financial instruments being valued. In You shall promptly provide the Trust and the Adviser with any information you receive regarding class action claims or any other legal matters involving any security or other financial instrument held in the Fund and shall cooperate with the Trust and the Adviser to the extent necessary for the Trust or the Adviser to pursue and/or participate in any such action or matter. For the avoidance of doubt, subject to the preceding sentence, you will not be responsible for advising or taking any action on such legal actions. Unless otherwise contemplated herein, 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 make your officers and employees available to meet with the Trustees and the Trust’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. You will cooperate with the Trust’s independent public accountants and take all reasonable action in the performance of services and obligations under this Agreement to assure that the information needed by such accountants is made available to them for the expression of their opinion without any qualification as to the scope of their audit, including, but not limited to, their opinion included in the Trust’s annual report under the Investment Company Act and annual amendment to the Trust’s registration statement under the Investment Company Act. BYRON PLACE CAPITA▇ ▇▇▇AGEMENT, LLC HARBOR ACTIVE SMALL CAP ETF AUGUST 12, 2024 Nothing in this Agreement shall limit or restrict the right of any of your directors, officers and employees to engage in any other business or to devote his or her time and attention in part to the management or other aspects of any business, whether of a similar or a dissimilar nature, nor limit or restrict your right to engage in any other business or to render service of any kind to any other corporation, firm, individual or association, except as specifically prescribed in Section 4. The Adviser paragraph 4 or as otherwise agreed upon in writing by you and the Trust understand and agree Adviser. You may not delegate to any person, including to one or more companies that nothing contained in this Agreement shall be deemed to impose upon you any obligation to purchase control, are controlled by, or sellare under common control with, or to recommend for purchase or sale, for the Fund’s account any security or other asset that you or your specified employees or affiliates may purchase or sell for your or their own account or for the account of any other clientsuch companies, if in any of your sole discretion it is for any reason undesirable or impracticable to take such action or make such recommendation for duties under this Agreement without the Fund’s accountprior written consent of the Adviser.

Advisory Services. You will regularly provide the Fund with advice concerning the investment management of that portion of the Fund’s assets that are allocated to you, which advice shall be consistent with the investment objectives and policies 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 Without any required consultation with the Adviser or the Board of Trustees prior to making a security acquisition or disposition, 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 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. You shall also exercise or direct the exercise of any privilege or right attaching to that portion of the Fund’s assets that are allocated to you, including corporate actions; provided, however that the Fund shall retain all power and authority to vote any proxies solicited by or with respect to the issuers of such assets. 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”), as specified by the Adviser to you, all other applicable federal and state laws and regulations, and with the provisions of the Fund’s Registration Statement as amended or supplemented under the Securities Act of 1933, as amended, and the Investment Company Act; provided that the Adviser shall retain its oversight responsibilities with respect to the Fund’s compliance with the foregoing laws, rules and regulations. 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 violation by you and, in connection with carrying out your duties to yourself and the Fund hereunder, the Fund of from violating applicable federal securities laws (as defined in Rule 38a-1 under the Investment Company Act)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 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 that, in each case, could have a material adverse effect on the Fund or the provision of your services hereunder. 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; provided, however, that you (i) shall not be required to transfer any material that is not legally required to be maintained by or on behalf of the Fund and that constitutes your proprietary information and analyses (except as may be required by law or legal process); and (ii) may retain copies of such records, which shall remain confidential as they relate to the Trust. 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 make your officers and employees available to meet with the Trustees and the Trust’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, officers and employees to engage in any other business or to devote his or her time and attention in part to the management or other aspects of any business, whether of a similar or a dissimilar nature, nor limit or restrict your right to engage in any other business or to render service of any kind to any other corporation, firm, individual or association, except as specifically prescribed in Section 4. The Adviser and the Trust understand and agree that nothing contained in this Agreement shall be deemed to impose upon you any obligation to purchase or sell, or to recommend for purchase or sale, for the Fund’s account any security or other asset that you or your employees or affiliates may purchase or sell for your or their own account or for the account of any other client, if in your sole discretion it is for any reason undesirable or impracticable to take such action or make such recommendation for the Fund’s account.or

Advisory Services. You will regularly provide the Fund with advice concerning the investment management of that portion of the Fund’s assets that are allocated to you, which advice shall be consistent with the investment objectives and policies of the Fund Organizational Documents, as set forth in the Fund’s Prospectus and Statement of Additional Information amended or supplemented, and any investment guidelines or other instructions received in writing from the Adviser. The Board of Trustees Directors or the Adviser may, from time to time, make additions to and withdrawals from the assets of the Fund allocated to you. If and when the Adviser is notified of any such addition or ▇▇▇▇▇▇▇▇ Investment Management North America Inc. withdrawal, the Adviser shall promptly notify you of the same. You will determine what securities and other financial instruments shall be purchased for such portion of the Fund’s assets, what securities and other financial instruments 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 effect, and other provisions of the Fund’s Prospectus and Statement of Additional InformationOrganizational Documents, as amended or supplemented, or any investment guidelines or other instructions received by you in writing from the Adviser, and subject, further, to such policies and instructions as the Board of Trustees Directors may from time to time establish and deliver to youyou in writing. In accordance with paragraph 56, you or your agent shall arrange for the placing of all orders for the purchase and sale of portfolio securities and other financial instruments with brokers or dealers selected by you for that portion of the Fund’s assets for which you serve as sub-investment adviser. You shall also exercise or direct have no responsibility for actions taken in reliance on the exercise of any privilege or right attaching to that portion of the Fund’s assets that are allocated to you, including corporate actions; provided, however that the Fund shall retain all power and authority to vote any proxies solicited by or with respect to the issuers of such assets. The Adviser shall provide you with written statements of the Declaration of Trust; the By-LawsOrganizational Documents; the Fund’s written investment objectives and policies; the Prospectus and Statement of Additional Information and written instructions, each 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, in all material respects 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 19861940, as amended (the “CodeInvestment Advisers Act”), and all applicable rules and regulations thereunder, all other applicable federal and state laws and regulations, and with the provisions of the Fund’s Registration Statement Organizational Documents, as amended or supplemented under supplemented. You shall also ensure, in managing the Securities Act of 1933, as amended, Fund’s assets and the Investment Company Act; provided that the Adviser shall retain its oversight responsibilities with respect to the Harbor Fund’s investment in the Fund, that the Harbor Fund remains in compliance in all material respects with all applicable requirements of the Investment Company Act of 1940, as amended (the “Investment Company Act”), and all rules and regulations thereunder and with the foregoing lawsInternal Revenues Code of 1986, rules as amended. For the avoidance of doubt, you shall not provide the Adviser with tax advice or accounting advice or services and regulationsshall have no responsibility to take into account the Adviser’s tax status in providing the services set forth hereunder. You are under no obligation to report to the Adviser on the tax consequences of buying or selling assets in the Fund. The Board has delegated to you discretionary authority to exercise voting rights with respect to all proxies solicited by or with respect to the issuers of securities and other investments in the portion of the assets of the Fund managed by you. You shall be responsible for the administration of the proxy voting process and exercise these voting rights or refrain from voting in accordance with your then-current proxy voting policy, procedures and/or guidelines, as provided to us from time to time and based on the best interests of the Fund’s shareholders. You are authorized to instruct the Fund’s custodian as necessary in order for you to receive proxies and shareholder communications relating to securities held in the portion of the Fund’s assets managed by you. You will maintain appropriate records detailing your voting of proxies on behalf of the Fund and, upon the Adviser’s reasonable request, will provide a report setting forth the names of the issuers, proposals voted on, how the Fund’s shares were voted and your resolution of any conflicts of interest. You shall maintain written compliance policies and procedures that are reasonably designed to ensure the Fund’s compliance with the foregoing and to prevent violation by you and, in connection with carrying out your duties to yourself and the Fund hereunder, the Fund of from violating applicable federal securities laws (as defined in Rule 38a-1 under the Investment Company Act)laws. You agree to provide the Trust Fund and the Adviser with such reports and certifications and with such access to your officers and employees that as the Trust Fund ▇▇▇▇▇▇▇▇ Investment Management North America Inc. 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 Fund’s policies, guidelines or procedures and of any material violation of any applicable law or regulation, including the Investment Company Act and Subchapter M of the Code, regulation 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 that, in each case, could have a that would reasonably be considered material adverse effect on to the Fund or the provision of your services hereunderAdviser. 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 upon request and without any charge to the Fund any of such records required to be maintained by you; provided, however, that you copies may be (i) shall not be required retained for legal or compliance reasons; or (ii) stored on a hard drive of a computer to transfer any material that the extent it is not legally required capable of being deleted or expunged therefrom. Any information retained pursuant to be maintained by (i) or on behalf (ii) above shall remain at all times subject to the terms of this Agreement. Upon reasonable request from the Adviser, you will reasonably assist the Fund in valuing securities or other financial instruments of the Fund and that constitutes your proprietary information and analyses (except as may be required by law or legal process); and (ii) may retain copies from time to time, including making available, upon request, information of such records, which shall remain confidential as they relate you have knowledge related to the Trustsecurities or other financial instruments being valued. You shall use commercially reasonable efforts to promptly provide the Fund and the Adviser with any information you receive regarding opt in class action claims involving any security held in the Fund as part of your management of the mandate and shall cooperate with the Fund and the Adviser upon their request by providing factual information in your possession regarding such securities to the extent legally permissible and necessary for the Fund or the Adviser to pursue and/or participate in any such action. 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 make your officers and employees available to meet with the Trustees and the TrustFund’s Board of Directors 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. You will cooperate with the Fund’s independent public accountants and take all reasonable action in the performance of services and obligations under this Agreement to assure that the information needed by such accountants is made available to them for the expression of their opinion without any qualification as to the scope of their audit. Nothing in this Agreement shall limit or restrict the right of any of your directors, officers and employees to engage in any other business or to devote his or her time and attention in part to the management or other aspects of any business, whether of a similar or a dissimilar nature, nor limit or restrict your right to engage in any other business or to render service of any kind to any other corporation, firm, individual or association, except as specifically prescribed in Section 4paragraph 5. The Adviser and the Trust understand and agree ▇▇▇▇▇▇▇▇ Investment Management North America Inc. You may not delegate to any person, including to one or more companies that nothing contained in this Agreement shall be deemed to impose upon you any obligation to purchase control, are controlled by, or sellare under common control with, or to recommend for purchase or salespecified employees of any such companies, any of your duties under this Agreement without the prior written consent of the Adviser. You are authorized and have engaged your affiliate, Schroder Investment Management North America Limited, to perform investment advisory services for the Fund’s account any security . Notwithstanding anything in this provision or other asset this Agreement to the contrary, the Adviser acknowledges and agrees that you may perform non-portfolio management services contemplated by this Agreement directly or through your employees or affiliates may purchase or sell for as you believe reasonably necessary to assist you in carrying out your or their own account or for the account of any other client, if in your sole discretion it is for any reason undesirable or impracticable to take such action or make such recommendation for the Fund’s accountobligations under this Agreement.

Advisory Services. You will regularly provide the Fund with advice concerning the investment management of that portion of the Fund’s 's assets that are allocated which the Board of Trustees determines to youallocate to you from time to time, which advice shall be consistent with the investment objectives and policies of the Fund as set forth in the Fund’s '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 shall be purchased for such portion of the Fund’s 's assets, what securities shall be held or sold by such portions of the Fund’s assetssold, and what portion of such assets shall be held uninvested, subject always to the provisions of the Trust’s 's Declaration of Trust and By-Laws, Laws and the Investment Company Act and to the investment objectives, policies and restrictions (including, without limitation, the requirements of Subchapter M of the Internal Revenue Code of 1986, as amended (the "Code") 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 '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 's assets for which you serve as sub-investment adviser. You shall also exercise or direct the exercise of any privilege or right attaching to that portion of the Fund’s assets that are allocated to you, including corporate actions; provided, however that the Fund shall retain all power and authority to vote any proxies solicited by or with respect to the issuers of such assets. The Adviser shall provide you with written statements of the Declaration of Trust; the By-Laws; the Fund’s written 's 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 portfolio of the Fund 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, regulations and with the provisions of the Fund’s 's Registration Statement as amended or supplemented under the Securities Act of 1933, as amended, and the Investment Company Act; provided that the Adviser shall retain its oversight responsibilities with respect to the Fund’s 's compliance with the foregoing laws, rules and regulations. You shall maintain written compliance policies and procedures that are reasonably designed to prevent violation by you and, in connection with carrying out your duties to the Fund hereunder, the Fund of applicable federal securities laws (as defined in Rule 38a-1 under the Investment Company Act). 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 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 that, in each case, could have a material adverse effect on the Fund or the provision of your services hereunder. 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; provided, however, that you (i) shall not be required to transfer any material that is not legally required to be maintained by or on behalf of the Fund and that constitutes your proprietary information and analyses (except as may be required by law or legal process); and (ii) may retain copies of such records, which shall remain confidential as they relate to the Trust. 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 make your officers and employees available to meet with the Trust's officers and Trustees and the Trust’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 's assets allocated to you in the light of current and prospective economic and market conditions. The Adviser and the Trust understand and agree that nothing contained in this Agreement shall be deemed to impose upon you any obligation to purchase or sell, or to recommend for purchase or sale, for the Fund's account any security or other asset that you or your employees or affiliates SHENKMAN CAPITAL MANAGEMENT, INC. HARBOR HIGH YIELD BOND FUND DEC▇▇▇▇▇ ▇, 2002 may purchase or sell for your or their own account or for the account of any other client, if in your sole discretion it is for any reason undesirable or impracticable to take such action or make such recommendation for the Fund's account. Nothing in this Agreement shall limit or restrict the right of any of your directors, officers and employees who may also be a trustee, officer or employee of the Trust to engage in any other business or to devote his or her time and attention in part to the management or other aspects of any business, whether of a similar or a dissimilar nature, nor limit or restrict your right to engage in any other business or to render service of any kind to any other corporation, firm, individual or association, except as specifically prescribed . You shall review all proxy solicitation materials and be responsible for voting and handling all proxies in Section 4relation to the securities that you manage for the Fund. The Adviser shall instruct the custodian and other parties providing services to the Trust understand and agree that nothing contained in this Agreement shall be deemed Fund to impose upon you any obligation promptly forward misdirected proxies to purchase or sell, or to recommend for purchase or sale, for the Fund’s account any security or other asset that you or your employees or affiliates may purchase or sell for your or their own account or for the account of any other client, if in your sole discretion it is for any reason undesirable or impracticable to take such action or make such recommendation for the Fund’s accountyou.

Advisory Services. You will regularly provide the Fund with advice concerning the investment management of that portion of the Fund’s assets that are allocated to you, which advice shall be consistent with the investment objectives and policies of the Fund Organizational Documents, as set forth in the Fund’s Prospectus and Statement of Additional Information amended or supplemented, and any investment guidelines or other instructions received in writing from the Adviser. The Board of Trustees Directors 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 and other financial instruments shall be purchased for such portion of the Fund’s assets, what securities and other financial instruments 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 effect, and other provisions of the Fund’s Prospectus and Statement of Additional InformationOrganizational Documents, as amended or supplemented, or any investment guidelines or other instructions received by you in writing from the Adviser, and subject, further, to such policies and instructions as the Board of Trustees Directors 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 and other financial instruments with brokers or dealers selected by you for that portion of the Fund’s assets for which you serve as sub-investment adviser. You shall also exercise or direct have no responsibility for actions taken in reliance on the exercise of any privilege or right attaching to that portion of the Fund’s assets that are allocated to you, including corporate actions; provided, however that the Fund shall retain all power and authority to vote any proxies solicited by or with respect to the issuers of such assets. The Adviser shall provide you with written statements of the Declaration of Trust; the By-LawsOrganizational Documents; the Fund’s written investment objectives and policies; the Prospectus and Statement of Additional Information and written instructions, each 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, with the Investment Company Act and Investment Advisers Act of 1940, as amended (the “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 Organizational Documents, as amended or supplemented under supplemented. You shall also ensure, in managing the Securities Act of 1933, as amended, Fund’s assets and the Investment Company Act; provided that the Adviser shall retain its oversight responsibilities with respect to the Harbor ETF’s investment in the Fund, that the Harbor ETF remains in compliance with all applicable requirements of the Investment Company Act of 1940, as amended (the “Investment Company Act”), and all rules and regulations thereunder and with the Internal Revenues Code of 1986, as amended. The Board has delegated to you discretionary authority to exercise voting rights with respect to all proxies solicited by or with respect to the issuers of securities and other investments in the portion of the assets of the Fund managed by you. You shall be responsible for the administration of the proxy voting process and exercise these voting rights or refrain from voting in accordance with your then-current proxy voting policy, procedures and/or guidelines, as provided to us from time to time and based on the best interests of the Fund’s compliance with shareholders. You are authorized to instruct the foregoing lawsFund’s custodian as necessary in order for you to receive proxies and shareholder communications relating to securities held in the portion of the Fund’s assets managed by you. You will maintain appropriate records detailing your voting of proxies on behalf of the Fund and, rules upon the Adviser’s reasonable request, will provide a report setting forth the names of the issuers, proposals voted on, how the Fund’s shares were voted and regulationsyour resolution of any conflicts of interest. You shall maintain written compliance policies and procedures that are reasonably designed to ensure the Fund’s compliance with the foregoing and to prevent violation by you and, in connection with carrying out your duties to yourself and the Fund hereunder, the Fund of from violating applicable federal securities laws (as defined in Rule 38a-1 under the Investment Company Act)laws. You agree to provide the Trust Fund and the Adviser with such reports and certifications and with such access to your officers and employees that as the Trust Fund 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 immediately upon detection of any material 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, regulation 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 thatgenerally, in each case, such as when the violation could have a be considered material adverse effect on the Fund or the provision of to your services hereunderadvisory clients. QUANTIX COMMODITIES LP HARBOR CAYMAN ENERGY TRANSITION LTD You shall keep the Fund’s records of trade activity and trade confirms and other books and records related to the services that you provide to the Fund required to be maintained kept by you pursuant to Rule 31a-1 under the Investment Company act and other applicable legal and regulatory requirements 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 upon request and without any charge to the Fund any of such records required to be maintained by you; provided. Upon reasonable request from the Adviser, however, that you (i) shall not be required to transfer any material that is not legally required to be maintained by will reasonably assist the Fund in valuing securities or on behalf other financial instruments of the Fund and that constitutes your proprietary information and analyses (except as may be required by law or legal process); and (ii) may retain copies from time to time, including making available information of such records, which shall remain confidential as they relate you have knowledge related to the Trustsecurities or other financial instruments being valued. You shall promptly provide the Fund and the Adviser with any information you receive regarding class action claims or any other legal matters involving any security or other financial instrument held in the Fund and shall cooperate with the Fund and the Adviser to the extent necessary for the Fund or the Adviser to pursue and/or participate in any such action or matter. 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 make your officers and employees available to meet with the Trustees and the TrustFund’s Board of Directors 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. You will cooperate with the Fund’s independent public accountants and take all reasonable action in the performance of services and obligations under this Agreement to assure that the information needed by such accountants is made available to them for the expression of their opinion without any qualification as to the scope of their audit. Nothing in this Agreement shall limit or restrict the right of any of your directors, officers and employees to engage in any other business or to devote his or her time and attention in part to the management or other aspects of any business, whether of a similar or a dissimilar nature, nor limit or restrict your right to engage in any other business or to render service of any kind to any other corporation, firm, individual or association, except as specifically prescribed in Section paragraph 4. The Adviser and the Trust understand and agree You may not delegate to any person, including to one or more companies that nothing contained in this Agreement shall be deemed to impose upon you any obligation to purchase control, are controlled by, or sellare under common control with, or to recommend for purchase or sale, for the Fund’s account any security or other asset that you or your specified employees or affiliates may purchase or sell for your or their own account or for the account of any other clientsuch companies, if in any of your sole discretion it is for any reason undesirable or impracticable to take such action or make such recommendation for duties under this Agreement without the Fund’s account.prior written consent of the Adviser. QUANTIX COMMODITIES LP HARBOR CAYMAN ENERGY TRANSITION LTD

Advisory Services. You will regularly provide the Fund with advice concerning the investment management of that portion of the Fund’s assets that are allocated to you, which advice shall be consistent with the investment objectives and policies of the Fund as set forth in the Fund’s Prospectus and Statement of Additional Information Information, as amended or supplemented, 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 and other financial instruments shall be purchased for such portion of the Fund’s assets, what securities and other financial instruments 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, as amended or supplemented, or any investment guidelines or other instructions received by you 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. You shall also exercise or direct the exercise of any privilege or right attaching to that portion of the Fund’s assets that are allocated to you, including corporate actions; provided, however that the Fund shall retain all power and authority to vote any proxies solicited by or with respect to the issuers of such assets. The Adviser shall provide you with written statements of have no responsibility for actions taken in reliance on the Declaration of Trust; the By-Laws; the Fund’s written investment objectives and policies; the Prospectus and Statement of Additional Information Information; and written instructions, each 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 of 1940, as amended (the “Investment Advisers Act”), and all rules and regulations thereunderthereunder as applicable to you, 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 regulationsregulations as applicable to you and relating to the services provided under this Agreement, and with the provisions of the Fund’s Registration Prospectus and Statement of Additional Information, as amended or supplemented supplemented, under the Securities Act of 1933, as amended, and the Investment Company Act; . C WORLDWIDE ASSET MANAGEMENT FONDSMAEGLERSELSKAB A/S The Board has delegated to you discretionary authority to exercise voting rights with respect to all proxies solicited by or with respect to the issuers of securities and other investments in the portion of the assets of the Fund managed by you. You shall be responsible for the administration of the proxy voting process and exercising these voting rights or refraining from voting in accordance with your then-current proxy voting policy, procedures and/or guidelines, as provided that to us from time to time and based on the Adviser shall retain its oversight responsibilities best interests of the Fund’s shareholders. You are authorized to instruct the Fund’s custodian as necessary in order for you to receive proxies and shareholder communications relating to securities held in the portion of the Fund’s assets managed by you. You will maintain appropriate records detailing your voting of proxies on behalf of the Fund and, upon the Adviser’s reasonable request, will provide a report setting forth the names of the issuers, proposals voted on, how the Fund’s shares were voted and your resolution of any conflicts of interest. For the avoidance of doubt, you will not be responsible for filing Form N-PX or any other regulatory filings for the Fund in connection with your discretionary authority to the exercise of voting rights with respect to the Fund’s compliance with the foregoing laws, rules and regulations. You shall maintain written compliance policies and procedures that are reasonably designed to ensure the Fund’s compliance with the foregoing and to prevent violation by you and, in connection with carrying out your duties to yourself and the Fund hereunder, the Fund of from violating applicable federal securities laws (as defined in Rule 38a-1 under the Investment Company Act)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 as 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 as soon as reasonably practicable upon detection of any material 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 the Adviser as soon as reasonably practicable 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 thatgenerally, in each case, such as when the violation could have a be considered material adverse effect on to the Fund or the provision of your services hereunderAdviser. 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 as soon as reasonably practicable upon request and without any charge to the Fund any of such records required to be maintained by you; provided. Notwithstanding the foregoing, however, that you (i) shall not be required entitled to transfer any material that is not legally maintain copies of such records as are required to be maintained by or on behalf of the Fund you under applicable law and/or pursuant to your compliance policies and that constitutes your proprietary information and analyses (except as may be required by law or legal process); and (ii) may retain copies of such records, which shall remain confidential as they relate to the Trust. 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 make your officers and employees available to meet with the Trustees and the Trust’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, officers and employees to engage in any other business or to devote his or her time and attention in part to the management or other aspects of any business, whether of a similar or a dissimilar nature, nor limit or restrict your right to engage in any other business or to render service of any kind to any other corporation, firm, individual or association, except as specifically prescribed in Section 4. The Adviser and the Trust understand and agree that nothing contained in this Agreement shall be deemed to impose upon you any obligation to purchase or sell, or to recommend for purchase or sale, for the Fund’s account any security or other asset that you or your employees or affiliates may purchase or sell for your or their own account or for the account of any other client, if in your sole discretion it is for any reason undesirable or impracticable to take such action or make such recommendation for the Fund’s accountprocedures.

Advisory Services. You will regularly provide the Fund with advice concerning the investment management of that portion of the Fund’s assets that are allocated to you, which advice shall be consistent with the investment objectives and policies of the Fund as set forth in the Fund’s then current Prospectus and Statement of Additional Information (as provided in writing to you by the Adviser from time to time) and any investment guidelines or other instructions received in writing from the AdviserAdviser (collectively, the “Guidelines”). You shall not be deemed to have breached the Guidelines as a result of changes in the prices or value of assets of the Fund brought about solely through movements in the market or by withdrawals from the Fund. In such circumstances you shall endeavour to reduce any holding which contravene the restrictions set out in the Guidelines as soon as practicable, subject to always protecting the Fund’s interests and your duty of best execution. 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 InformationGuidelines, 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 youyou in writing. 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. It is acknowledged that you are authorised, to the extent permitted by law (including without limitation the FCA Rules (as defined below)) to enter into arrangements with brokers for the provision of goods and services in addition to the execution of orders. Your policy regarding such arrangements is as provided to us in writing from time to time. You shall will supply further details of your policy to the Adviser upon request. You will also exercise provide the Adviser with adequate information regarding such arrangements on a bi-annual basis, in accordance with FCA Rules. Your order execution policy also contains information on other arrangements, where you receive a fee, commission or direct the exercise non-monetary benefit paid or provided to or by a third party or a person acting on behalf of a third party. The Adviser acknowledges that you will not hold any privilege or right attaching to that portion of the Fund’s assets money, whether in the UK or elsewhere. It is acknowledged that are allocated to you, including corporate actions; provided, however that you will treat the Fund shall retain all power and authority to vote any proxies solicited by or with respect as a Professional Client within the meaning of the rules of the Financial Conduct Authority (the “FCA Rules”) in relation to the issuers services to be provided under this Agreement. Because of such assetsthe status of the Fund it may not be entitled to compensation under the UK’s Financial Services Compensation Scheme in the event that you are unable to meet your liabilities. It is further acknowledged that you have in operation a written procedure in accordance with the FCA Rules for the effective consideration and proper handling of complaints from customers. Any complaint may be referred to your Compliance Officer at your registered office. The appendices to this Agreement include information required to be given to the Adviser and Trustees pursuant to the FCA Rules. 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 provided to you in effect writing 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, to the extent applicable, 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”), thereunder and all other applicable federal and state laws and regulations, and with the provisions of the Fund’s Registration Statement as amended or supplemented under the Securities Act of 1933, as amended, and the Investment Company Act; provided that the Adviser shall retain its oversight responsibilities with respect to the Fund’s compliance with the foregoing laws, rules and regulations. You shall maintain suitable written compliance policies and procedures that you reasonably believe are reasonably designed adequate to prevent violation by you and, in connection ensure your compliance with carrying out your duties to the Fund hereunder, the Fund of applicable federal securities laws (as defined in Rule 38a-1 an investment adviser under the Investment Company Advisers Act). You agree to provide the Trust and the Adviser with copies of such reports and certifications policies and with such reasonable access in the UK (being not more than once per calendar year in the case of face to face meetings) to your officers and employees that on reasonable notice where the Trust or Adviser may reasonably request such access for the purpose of assessing the adequacy of your compliance policies and procedures. You acknowledge and agree that other dialogue, whether over the telephone, or via email, may be entered into from time to time between the parties. You agree to notify the Adviser promptly upon detection of any material breach of any of your policies that you reasonably believe would have a material adverse effect on the Fund’s policiesFund or a material adverse effect on your activities as an investment adviser generally, guidelines or procedures of the Guidelines and of any violation of any applicable law or regulation, including the Investment Company Act and Subchapter M of the Code, regulation relating to that portion of the Fund’s assets allocated to you. You also agree shall maintain all books and records relating to notify us promptly upon detection of any material violations of your compliance policies and procedures that relate the services you provide under this Agreement to the Fund or your activities as an investment adviser generally that, in each case, could have a material adverse effect on the Fund or the provision of your services hereunder. 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 where requested by the Adviser in order 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 provide copies of any such records to the Fund any of such records required to be maintained by you; provided, however, that you (i) shall not be required to transfer any material that is not legally required to be maintained by or on behalf of the Fund and that constitutes your proprietary information and analyses (except as may be required by law or legal process); and (ii) may retain copies of such records, which shall remain confidential as they relate to the TrustAdviser. 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 make members of either your officers and employees portfolio management team or experienced members of your client services team who have detailed knowledge of the Fund’s performance available to meet for conference calls (during normal business hours in the UK) with the Trustees and the Trust’s or Adviser’s officers at least quarterly on due reasonable 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, officers and employees to engage in any other business or to devote his or her time and attention in part to the management or other aspects of any business, whether of a similar or a dissimilar nature, nor limit or restrict your right to engage in any other business or to render service of any kind to any other corporation, firm, individual or association, except as specifically prescribed in Section 4. The Adviser and the Trust understand and agree that nothing contained in this Agreement shall be deemed to impose upon you any obligation to purchase or sell, or to recommend for purchase or sale, for the Fund’s account any security or other asset that you or your employees or affiliates may purchase or sell for your or their own account or for the account of any other client, if in your sole discretion it is for any reason undesirable or impracticable to take such action or make such recommendation for the Fund’s account.

Advisory Services. You will regularly provide the Fund with advice concerning the investment management of that portion of the Fund’s assets that are allocated to you, which advice shall be OSMOSIS INVESTMENT MANAGEMENT US LLC HARBOR OSMOSIS INTERNATIONAL RESOURCE EFFICIENT ETF DECEMBER 11, 2024 consistent with the investment objectives and policies of the Fund as set forth in the Fund’s Prospectus and Statement of Additional Information Information, as amended or supplemented, 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 and other financial instruments shall be purchased for such portion of the Fund’s assets, what securities and other financial instruments 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, as amended or supplemented, or any investment guidelines or other instructions received by you 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. You shall also exercise or direct the exercise of any privilege or right attaching to that portion at no time have custody of the Fund’s assets that are allocated to you, including corporate actions; provided, however that the Fund and shall retain all power and have no authority to vote deliver or pay securities or cash to yourself or any proxies solicited by or with respect to the issuers of such assetsthird party. The Adviser You shall provide you with written statements of have no responsibility for actions taken in reliance on the Declaration of Trust; the By-Laws; the Fund’s written investment objectives and policies; the Prospectus and Statement of Additional Information Information; and written instructions, each 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 of 1940, as amended (the “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 Prospectus and Statement of Additional Information, as amended or supplemented supplemented, under the Securities Act of 1933, as amended, and the Investment Company Act; provided that the Adviser shall retain its oversight responsibilities . The Board has delegated to you discretionary authority to exercise voting rights with respect to all proxies solicited by or with respect to the issuers of securities and other investments in the portion of the assets of the Fund managed by you. You shall be responsible for the administration of the proxy voting process and exercise these voting rights or refrain from voting in accordance with your then-current proxy voting policy, procedures and/or guidelines, as provided to us from time to time. You are authorized to instruct the Fund’s compliance with custodian as necessary in order for you to receive proxies and shareholder communications relating to securities held in the foregoing lawsportion of the Fund’s assets managed by you. You will maintain appropriate records detailing your voting of proxies on behalf of the Fund and, rules upon the Adviser’s reasonable request, will provide a report setting forth the names of the issuers, proposals voted on, how the Fund’s shares were voted and regulationsyour resolution of any conflicts of interest. You shall maintain written compliance policies and procedures that are reasonably designed to ensure the Fund’s compliance with the foregoing and to prevent violation by you and, in connection with carrying out your duties to yourself and the Fund hereunder, the Fund of from violating applicable federal securities laws (as defined in Rule 38a-1 under the Investment Company Act)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 as the Trust OSMOSIS INVESTMENT MANAGEMENT US LLC HARBOR OSMOSIS INTERNATIONAL RESOURCE EFFICIENT ETF DECEMBER 11, 2024 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 immediately upon detection of any material 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 thatgenerally, in each case, such as when the violation could have a be considered material adverse effect on the Fund or the provision of to your services hereunderadvisory 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 upon request and without any charge to the Fund any of such records required to be maintained by you; provided, however, provided that you (i) shall not be required to transfer any material that is not legally required to be maintained by or on behalf may maintain a copy of the Fund and that constitutes your proprietary information and analyses (except such records as may be required by law under applicable law. Upon reasonable request from the Adviser, you will reasonably assist the Valuation Committee of the Trust in valuing securities or legal process); and (ii) other financial instruments of the Fund as may retain copies be required from time to time, including making available information of such records, which shall remain confidential as they relate you have knowledge related to the Trustsecurities or other financial instruments being valued. In You shall promptly provide the Trust and the Adviser with any information you receive regarding class action claims or any other legal matters involving any security or other financial instrument held in the Fund and shall cooperate with the Trust and the Adviser to the extent necessary for the Trust or the Adviser to pursue and/or participate in any such action or matter. For the avoidance of doubt, subject to the preceding sentence, you will not be responsible for advising or taking any action on such legal actions. Unless otherwise contemplated herein, 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 make your officers and employees available to meet with the Trustees and the Trust’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. You will cooperate with the Trust’s independent public accountants and take all reasonable action in the performance of services and obligations under this Agreement to assure that the information needed by such accountants is made available to them for the expression of their opinion without any qualification as to the scope of their audit, including, but not limited to, their opinion included in the Trust’s annual report under the Investment Company Act and annual amendment to the Trust’s registration statement under the Investment Company Act. Nothing in this Agreement shall limit or restrict the right of any of your directors, officers and employees to engage in any other business or to devote his or her time and attention in part to OSMOSIS INVESTMENT MANAGEMENT US LLC HARBOR OSMOSIS INTERNATIONAL RESOURCE EFFICIENT ETF DECEMBER 11, 2024 the management or other aspects of any business, whether of a similar or a dissimilar nature, nor limit or restrict your right to engage in any other business or to render service of any kind to any other corporation, firm, individual or association, except as specifically prescribed in Section 4. The Adviser paragraph 4 or as otherwise agreed upon in writing by you and the Trust understand and agree Adviser. You may not delegate to any person, including to one or more companies that nothing contained in this Agreement shall be deemed to impose upon you any obligation to purchase control, are controlled by, or sellare under common control with, or to recommend for purchase or sale, for the Fund’s account any security or other asset that you or your specified employees or affiliates may purchase or sell for your or their own account or for the account of any other clientsuch companies, if in any of your sole discretion it is for any reason undesirable or impracticable to take such action or make such recommendation for investment subadvisory duties under this Agreement without the Fund’s accountprior written consent of the Adviser.

Advisory Services. You will regularly provide the Fund with advice concerning the investment management of that portion of the Fund’s assets that are allocated to you, which advice shall be consistent with the investment objectives and policies of the Fund as set forth in the Fund’s Prospectus and Statement of Additional Information Information, as amended or supplemented, 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 and other financial instruments shall be purchased for such portion of the Fund’s assets, what securities and other financial instruments 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, as amended or supplemented, or any investment guidelines or other instructions received by you 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. You shall also exercise or direct the exercise of any privilege or right attaching to that portion of the Fund’s assets that are allocated to you, including corporate actions; provided, however that the Fund shall retain all power and authority to vote any proxies solicited by or with respect to the issuers of such assets. The Adviser shall provide you with written statements of have no responsibility for actions taken in reliance on the Declaration of Trust; the By-Laws; the Fund’s written investment objectives and policies; the Prospectus and Statement of Additional Information Information; and written instructions, each 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 of 1940, as amended (the “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 Prospectus and Statement of Additional Information, as amended or supplemented supplemented, under the Securities Act of 1933, as amended, and the Investment Company Act; provided that the Adviser shall retain its oversight responsibilities . The Board has delegated to you discretionary authority to exercise voting rights with respect to all proxies solicited by or with respect to the Fund’s compliance with issuers of securities and other investments in the foregoing laws, rules and regulationsportion of the assets of the Fund managed by you. You shall maintain written compliance policies and procedures that are reasonably designed to prevent violation by you and, in connection with carrying out your duties to the Fund hereunder, the Fund of applicable federal securities laws (as defined in Rule 38a-1 under the Investment Company Act). 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 be responsible for the purpose exercise of assessing these voting rights or refrain from voting in accordance with your then-current proxy voting policy, procedures and/or guidelines, as provided to us from time to time and based on the adequacy of your compliance policies and procedures. You agree to notify the Adviser promptly upon detection of any material breach of any best interests 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 shareholders. You are authorized to that portion of instruct 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 custodian as necessary in order for you or your activities as an investment adviser generally that, in each case, could have a material adverse effect on the Fund or the provision of your services hereunder. You shall keep the Fund’s books designee to receive proxies and records to be maintained by you and shall timely furnish to the Adviser all information shareholder communications 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; provided, however, that you (i) shall not be required to transfer any material that is not legally required to be maintained by or on behalf of the Fund and that constitutes your proprietary information and analyses (except as may be required by law or legal process); and (ii) may retain copies of such records, which shall remain confidential as they relate to the Trust. In the performance of your duties hereunder, you are and shall be an independent contractor and unless otherwise expressly provided herein or otherwise authorized securities held 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 make your officers and employees available to meet with the Trustees and the Trust’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 managed by you. You will maintain appropriate records detailing your voting of current and prospective economic and market conditions. Nothing in this Agreement shall limit or restrict proxies on behalf of the right Fund and, upon the Adviser’s reasonable request, will provide a report setting forth the names of any of your directorsthe issuers, officers and employees to engage in any other business or to devote his or her time and attention in part to the management or other aspects of any businessproposals voted on, whether of a similar or a dissimilar nature, nor limit or restrict your right to engage in any other business or to render service of any kind to any other corporation, firm, individual or association, except as specifically prescribed in Section 4. The Adviser and the Trust understand and agree that nothing contained in this Agreement shall be deemed to impose upon you any obligation to purchase or sell, or to recommend for purchase or sale, for how the Fund’s account any security or other asset that you or shares were voted and your employees or affiliates may purchase or sell for your or their own account or for the account resolution of any conflicts of interest. You are authorized to utilize a third-party service provider for purposes of proxy research, voting, recording and record-keeping. For the avoidance of doubt, you will not be responsible for filing of Form N-PX or any other client, if regulatory filings in your sole discretion it is for any reason undesirable or impracticable connection with the exercise of voting rights with respect to take such action or make such recommendation for the Fund’s account.

Advisory Services. You Subject to the supervision and approval of the ----------------- Company's Board of Directors, you will regularly 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 Directors of which you will be advised. In connection therewith, you will obtain and provide investment research and 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. In the event that the Company establishes one or more portfolios other than the Fund with advice concerning 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 Company in writing, whereupon such portfolio shall become a Fund hereunder and shall be subject to the provisions of this Agreement to the same extent as the Fund except to the extent that said provisions (including those relating to compensation payable by such additional Fund to you as investment management of that portion adviser) are modified with respect to such additional Fund in writing by you and the Company at the time. You will comply with all rules and regulations of the Fund’s assets that are allocated Securities and Exchange Commission applicable to youyou in connection with your performance of this Agreement, which advice shall be consistent and will in addition conduct your activities under this Agreement in accordance with the investment objectives and policies 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 maylaw, from time to timeincluding banking law, make additions to and withdrawals from the assets of the Fund allocated applicable to you. You will determine what securities shall be purchased not make loans for such portion the purpose of the Fund’s assetspurchasing or carrying Fund shares, 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 make interest-bearing loans 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 youCompany. In accordance with paragraph 5, you or your agent shall arrange for the placing of all 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. You will place orders pursuant to your investment determination for the Fund either directly with the issuer or with any broker or dealer selected by you. In executing portfolio transactions and selecting brokers or dealers selected by dealers, you for that portion 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 Fund’s assets market in the security, the price of the security, the financial condition and execution capability of the broker or dealer, and the reasonableness of the commission, if any, both for the specific transaction and on a 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, as amended) to or for the benefit of the Fund and/or other accounts over which you serve as sub-or any of your affiliates exercises investment adviserdiscretion. You shall also exercise are authorized to pay to a broker or direct dealer who provides such brokerage and research services a commission for executing a portfolio transaction for the exercise of any privilege or right attaching to that portion Fund which is in excess of the Fund’s assets amount of commission another broker or dealer would have charged for effecting that are allocated 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, including corporate actions; provided, however that the Fund shall retain all power and authority to vote any proxies solicited by or with respect to the issuers of such assets. 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's principal underwriter, or any affiliated person thereof except 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 provisions of the Fund’s Registration Statement as amended or supplemented under permitted by the Securities Act of 1933, as amended, and the Investment Company Act; provided that the Adviser shall retain its oversight responsibilities with respect to the Fund’s compliance with the foregoing laws, rules and regulations. You shall maintain written compliance policies and procedures that are reasonably designed to prevent violation by you and, in connection with carrying out your duties to the Fund hereunder, the Fund of applicable federal securities laws (as defined in Rule 38a-1 under the Investment Company Act). 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 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 that, in each case, could have a material adverse effect on the Fund or the provision of your services hereunder. 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; provided, however, that you (i) shall not be required to transfer any material that is not legally required to be maintained by or on behalf of the Fund and that constitutes your proprietary information and analyses (except as may be required by law or legal process); and (ii) may retain copies of such records, which shall remain confidential as they relate to the Trust. 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 make your officers and employees available to meet with the Trustees and the Trust’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, officers and employees to engage in any other business or to devote his or her time and attention in part to the management or other aspects of any business, whether of a similar or a dissimilar nature, nor limit or restrict your right to engage in any other business or to render service of any kind to any other corporation, firm, individual or association, except as specifically prescribed in Section 4. The Adviser and the Trust understand and agree that nothing contained in this Agreement shall be deemed to impose upon you any obligation to purchase or sell, or to recommend for purchase or sale, for the Fund’s account any security or other asset that you or your employees or affiliates may purchase or sell for your or their own account or for the account of any other client, if in your sole discretion it is for any reason undesirable or impracticable to take such action or make such recommendation for the Fund’s accountExchange Commission.

Advisory Services. You will regularly provide the Fund with advice concerning the investment management of that portion of the Fund’s assets that are allocated to youassets, which advice shall be consistent with the investment objectives and policies of the Fund as set forth in the Fund’s Prospectus and Statement of Additional Information Information, as amended or supplemented, 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 and financial instruments shall be purchased for such portion of the Fund’s assets, what securities and financial instruments 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-LawsLaws and the Investment Company Act, and to the investment objectives, policies and restrictions (including, without limitation, the requirements of Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”) 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, 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 and financial instruments with brokers or dealers selected by you for that portion of the Fund’s assets for which you serve as sub-investment adviser. You shall also exercise or direct the exercise of any privilege or right attaching to that portion of the Fund’s assets that are allocated to you, including corporate actions; provided, however that the Fund shall retain all power and authority to vote any proxies solicited by or with respect to the issuers of such assets. The Adviser shall provide you with written statements of the Declaration of Trust; the By-Laws; the Fund’s written investment objectives and policiespolicies and procedures; 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 Fund complies with, the Investment Company Act and Investment Advisers Act of 1940, as amended (the “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 under the Securities Act of 1933, as amended, and the Investment Company Act; provided that the Adviser shall retain its oversight responsibilities . The Board has delegated to you discretionary authority to exercise voting rights with respect to all proxies solicited by or with respect to the issuers of securities and other investments of the Fund. You shall be responsible for the administration of the proxy voting process and exercise these voting rights or refrain from voting in accordance with your then-current proxy voting policy, procedures and/or guidelines, as provided to us from time to time and based on the best interests of the Fund’s compliance with shareholders. You are authorized to instruct the foregoing lawsFund’s custodian as necessary in order for you to receive proxies and shareholder communications relating to securities held in the Fund. You will maintain appropriate records detailing your voting of proxies on behalf of the Fund and, rules upon the Adviser’s reasonable request, will provide a report setting forth the names of the issuers, proposals voted on, how the Fund’s shares were voted and regulationsyour resolution of any conflicts of interest. 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 violation by you and, in connection with carrying out your duties to yourself and the Fund hereunder, the Fund of from violating applicable federal securities laws (as defined in Rule 38a-1 under the Investment Company Act)laws. You agree to provide the Trust and the Adviser with such reports and certifications and with such access HARBOR LONG-TERM GROWERS ETF 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 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 your management 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 thatgenerally, in each case, such as when the violation could have a be considered material adverse effect on the Fund or the provision of your services hereunder. 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; provided, however, that you (i) shall not be required to transfer any material that is not legally required to be maintained by or on behalf of the Fund and that constitutes your proprietary information and analyses (except as may be required by law or legal process); and (ii) may retain copies of such records, which shall remain confidential as they relate to the Trustadvisory clients. 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 make your officers and employees available to meet with the Trustees and the Trust’s or Adviser’s officers and Trustees at least quarterly on due notice to review the investments and investment program of the portion of the Fund’s assets allocated to you Fund 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 to engage in any other business or to devote his or her time and attention in part to the management or other aspects of any business, whether of a similar or a dissimilar nature, nor limit or restrict your right to engage in any other business or to render service of any kind to any other corporation, firm, individual or association, except as specifically prescribed in Section 4. The Adviser and the Trust understand and agree that nothing contained in this Agreement shall be deemed to impose upon you any obligation to purchase or sell, or to recommend for purchase or sale, for the Fund’s account any security or other asset that you or your employees or affiliates may purchase or sell for your or their own account or for the account of any other client, if in your sole discretion it is for any reason undesirable or impracticable to take such action or make such recommendation for the Fund’s account.

Advisory Services. You will regularly provide the Fund with advice concerning the investment management of that portion of the Fund’s assets that are allocated to you, which advice shall be consistent with the investment objectives and policies 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 advance and 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, Laws and the Investment Company Act and Investment Advisers Act and to the investment objectives, policies and restrictions (including, without limitation, the requirements of Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”) 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, or any investment guidelines or other instructions received in writing and in advance 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. You shall also exercise or direct the exercise of any privilege or right attaching to that portion of the Fund’s assets that are allocated to you, including corporate actions; provided, however that the Fund shall retain all power and authority to vote any proxies solicited by or with respect to the issuers of such assets. 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 be fully protected and shall have no responsibility liability 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 applicable 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 under the Securities Act of 1933, as amended, and the Investment Company Act; provided that the Adviser shall retain its oversight responsibilities . The Board has delegated to you discretionary authority to exercise voting rights with respect to all proxies solicited by or with respect to the Fund’s compliance with issuers of securities and other investments in the foregoing laws, rules and regulationsportion of the assets of the Fund managed by you. You shall maintain written compliance policies and procedures that are reasonably designed to prevent violation by you and, in connection with carrying out your duties to the Fund hereunder, the Fund of applicable federal securities laws (as defined in Rule 38a-1 under the Investment Company Act). 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 be responsible for the purpose administration of assessing the adequacy of proxy voting process and exercise these voting rights or refrain from voting in accordance with your compliance policies then-current proxy voting policy, procedures and/or guidelines, as provided to us from time to time and procedures. You agree to notify based on the Adviser promptly upon detection of any material breach of any best interests 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 shareholders. You are authorized to that portion of instruct the Fund’s assets allocated custodian as necessary in order for you to you. You also agree to notify us promptly upon detection of any material violations of your compliance policies receive proxies and procedures that relate to the Fund or your activities as an investment adviser generally that, in each case, could have a material adverse effect on the Fund or the provision of your services hereunder. You shall keep the Fund’s books and records to be maintained by you and shall timely furnish to the Adviser all information shareholder communications 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; provided, however, that you (i) shall not be required to transfer any material that is not legally required to be maintained by or on behalf of the Fund and that constitutes your proprietary information and analyses (except as may be required by law or legal process); and (ii) may retain copies of such records, which shall remain confidential as they relate to the Trust. In the performance of your duties hereunder, you are and shall be an independent contractor and unless otherwise expressly provided herein or otherwise authorized securities held 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 make your officers and employees available to meet with the Trustees and the Trust’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 managed by you. You will maintain appropriate records detailing your voting of current and prospective economic and market conditions. Nothing in this Agreement shall limit or restrict proxies on behalf of the right Fund and, upon the Adviser’s reasonable request, will provide a report setting forth the names of any of your directorsthe issuers, officers and employees to engage in any other business or to devote his or her time and attention in part to the management or other aspects of any businessproposals voted on, whether of a similar or a dissimilar nature, nor limit or restrict your right to engage in any other business or to render service of any kind to any other corporation, firm, individual or association, except as specifically prescribed in Section 4. The Adviser and the Trust understand and agree that nothing contained in this Agreement shall be deemed to impose upon you any obligation to purchase or sell, or to recommend for purchase or sale, for how the Fund’s account any security or other asset that you or shares were voted and your employees or affiliates may purchase or sell for your or their own account or for the account resolution of any other client, if in your sole discretion it is for any reason undesirable or impracticable to take such action or make such recommendation for the Fund’s accountconflicts of interest.

Advisory Services. You will regularly provide the Fund with advice concerning the investment management of that portion of the Fund’s assets that are allocated which the Board of Trustees determines to youallocate to you from time to time, which advice shall be consistent with the investment objectives and policies 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 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 assetssold, 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, Laws and the Investment Company Act and to the investment objectives, policies and restrictions (including, without limitation, the requirements of Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”) 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 InformationInforn1ation, 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. You shall also exercise or direct the exercise of any privilege or right attaching to that portion of the Fund’s assets that are allocated to you, including corporate actions; provided, however that the Fund shall retain all power and authority to vote any proxies solicited by or with respect to the issuers of such assets. 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 portfolio of the Fund 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, regulations and with the provisions of the Fund’s Registration Statement as amended or supplemented under the Securities Act of 1933, as amended, and the Investment Company Act; provided that the Adviser shall retain its oversight responsibilities with respect to the Fund’s compliance with the foregoing laws, rules and regulations. You shall maintain written compliance policies and procedures that are reasonably designed to prevent violation by you and, in connection with carrying out your duties to the Fund hereunder, the Fund of applicable federal securities laws (as defined in Rule 38a-1 under the Investment Company Act). 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 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 that, in each case, could have a material adverse effect on the Fund or the provision of your services hereunder. 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; provided, however, that you (i) shall not be required to transfer any material that is not legally required to be maintained by or on behalf of the Fund and that constitutes your proprietary information and analyses (except as may be required by law or legal process); and (ii) may retain copies of such records, which shall remain confidential as they relate to the Trust. 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 make your officers and employees available to meet with the Trustees and the Trust’s or Adviser’s officers and Trustees 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 the light of current and prospective economic and market conditions. The Adviser and the Trust understand and agree that nothing contained in this Agreement shall be deemed to impose upon you any obligation to purchase or sell, or to recommend for purchase ▇▇▇▇▇▇▇▇ CAPITAL MANAGEMENT, INC. HARBOR HIGH-YIELD BOND FUND APRIL 1, 2011 or sale, for the Fund’s account any security or other asset that you or your employees or affiliates may purchase or sell for your or their own account or for the account of any other client, if in your sole discretion it is for any reason undesirable or impracticable to take such action or make such recommendation for the Fund’s account. Nothing in this Agreement shall limit or restrict the right of any of your directors, officers and employees who may also be a trustee, officer or employee of the Trust to engage in any other business or to devote his or her time and attention in part to the management or other aspects of any business, whether of a similar or a dissimilar nature, nor limit or restrict your right to engage in any other business or to render service of any kind to any other corporation, firm, individual or association, except as specifically prescribed . You shall review all proxy solicitation materials and be responsible for voting and handling all proxies in Section 4relation to the securities that you manage for the Fund. The Adviser shall instruct the custodian and other parties providing services to the Trust understand and agree that nothing contained in this Agreement shall be deemed Fund to impose upon you any obligation promptly forward misdirected proxies to purchase or sell, or to recommend for purchase or sale, for the Fund’s account any security or other asset that you or your employees or affiliates may purchase or sell for your or their own account or for the account of any other client, if in your sole discretion it is for any reason undesirable or impracticable to take such action or make such recommendation for the Fund’s accountyou.

Advisory Services. You will regularly provide the Fund with advice concerning the investment management of that portion of the Fund’s assets that are allocated to you, which advice shall be consistent with the investment objectives and policies 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 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 forwards and 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) open and maintain brokerage accounts for derivative instruments, including financial forwards, 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 or dealers. You shall also exercise may, using such of the securities and other property in the Fund’s portfolio as you deem necessary or desirable, direct the exercise of any privilege or right attaching custodian to that portion deposit on behalf of the Fund’s assets that are allocated 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 you, including corporate actions; provided, however that the Fund shall retain all power and authority to vote any proxies solicited by such brokers as you deem desirable or with respect to the issuers of such assetsappropriate. 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 income and diversification requirements for qualification of the Fund as a regulated investment company under Subchapter M of the Internal Revenue Code of 19861956, 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 under the Securities Act of 1933, as amended, and the Investment Company Act; provided that the Adviser shall retain its oversight responsibilities with respect to the Fund’s compliance with the foregoing laws, rules and regulations. You shall maintain written compliance policies and procedures that you reasonably believe are adequate to ensure that portion of the Fund’s assets allocated to you complies with the foregoing and that are reasonably designed to prevent violation by yourself and that portion of the Fund’s assets allocated to you and, in connection with carrying out your duties to the Fund hereunder, the Fund of from violating applicable federal securities laws (as defined in Rule 38a-1 under the Investment Company Act)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 immediately upon detection of any material 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 that, in each case, could have a material adverse effect on the Fund or the provision of your services hereunderFund. You shall keep the Fund’s books and records required to be maintained by you by applicable law 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 also the property of the Fund and you shall surrender promptly and without any charge copies to the Fund any of such records required to be maintained by you; provided, however, that you (i) shall not be required to transfer any material that is not legally required to be maintained by or on behalf of the Fund and that constitutes your proprietary information and analyses (except as may be required by law or legal process); and (ii) may retain copies of such records, which shall remain confidential as they relate to the Trust. 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 make your officers and employees available to meet with the Trustees and the Trust’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, officers and employees to engage in any other business or to devote his or her time and attention in part to the management or other aspects of any business, whether of a similar or a dissimilar nature, nor limit or restrict your right to engage in any other business or to render service of any kind to any other corporation, firm, individual or association, except as specifically prescribed in Section 4. The Adviser and the Trust understand and agree that nothing contained in this Agreement Adviser, not you, shall be deemed to impose upon you any obligation to purchase or sell, or to recommend responsible for purchase or sale, voting proxies for securities held in that portion of the Fund’s account any security or other asset that you or your employees or affiliates may purchase or sell for your or their own account or for the account of any other client, if in your sole discretion it is for any reason undesirable or impracticable to take such action or make such recommendation for the Fund’s accountFund managed by you.

Advisory Services. You will regularly provide the Fund with advice concerning the investment management of that portion of the Fund’s assets that are allocated to you, which advice shall be consistent with the investment objectives and policies 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 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) 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 shall also exercise may, using such of the securities and other property in the Fund’s portfolio as you deem necessary or desirable, direct the exercise of any privilege or right attaching custodian to that portion deposit on behalf of the Fund’s assets that are allocated 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 you, including corporate actions; provided, however that the Fund shall retain all power and such brokers as you deem desirable or appropriate. The Board of Trustees has delegated to you discretionary authority to vote any exercise voting rights with respect to all proxies solicited by or with respect to the issuers of such assets. The Adviser shall provide you with written statements securities and other investments in the portion of the Declaration assets of Trust; the ByFund managed by you. You shall be responsible for the administration of the proxy voting process and exercise these voting rights or refrain from voting in accordance with your then-Laws; current proxy voting policy, procedures and/or guidelines, as provided to us from time to time and based on the best interests of 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 documentsshareholders. You will conform your conduct to, are authorized to instruct the Fund’s custodian as necessary in order for you to receive proxies and will ensure that your management of shareholder communications relating to securities held in 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 provisions of the Fund’s Registration Statement as amended or supplemented under the Securities Act of 1933, as amended, and the Investment Company Act; provided that the Adviser shall retain its oversight responsibilities with respect to the Fund’s compliance with the foregoing laws, rules and regulations. You shall maintain written compliance policies and procedures that are reasonably designed to prevent violation managed by you and, in connection with carrying out your duties to the Fund hereunder, the Fund of applicable federal securities laws (as defined in Rule 38a-1 under the Investment Company Act). 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 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 will maintain appropriate records detailing your voting of any material violations of your compliance policies and procedures that relate to the Fund or your activities as an investment adviser generally that, in each case, could have a material adverse effect on the Fund or the provision of your services hereunder. 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; provided, however, that you (i) shall not be required to transfer any material that is not legally required to be maintained by or proxies on behalf of the Fund and that constitutes your proprietary information and analyses (except as may be required by law or legal process); and (ii) may retain copies of such recordsand, which shall remain confidential as they relate to upon the Trust. In Adviser’s reasonable request, will provide a report setting forth 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 names of the Trust or the Fund or of the Adviser. You will make your officers and employees available to meet with the Trustees and the Trust’s or Adviser’s officers at least quarterly on due notice to review the investments and investment program of the portion of issuers, proposals voted on, how the Fund’s assets allocated to you in light of current shares were voted and prospective economic and market conditions. Nothing in this Agreement shall limit or restrict the right your resolution of any conflicts of your directors, officers and employees to engage in any other business or to devote his or her time and attention in part to the management or other aspects of any business, whether of a similar or a dissimilar nature, nor limit or restrict your right to engage in any other business or to render service of any kind to any other corporation, firm, individual or association, except as specifically prescribed in Section 4. The Adviser and the Trust understand and agree that nothing contained in this Agreement shall be deemed to impose upon you any obligation to purchase or sell, or to recommend for purchase or sale, for the Fund’s account any security or other asset that you or your employees or affiliates may purchase or sell for your or their own account or for the account of any other client, if in your sole discretion it is for any reason undesirable or impracticable to take such action or make such recommendation for the Fund’s accountinterest.

Advisory Services. You will regularly provide the Fund with advice concerning the investment management of that portion of the Fund’s assets that are allocated to you, which advice shall be consistent with the investment objectives and policies of the Fund as set forth in the Fund’s Prospectus and Statement of Additional Information Information, as amended or supplemented, 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 and other financial instruments shall be purchased for such portion of the Fund’s assets, what securities and other financial instruments 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, as amended or supplemented, or any investment guidelines or other instructions received by you 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. You shall also exercise or direct the exercise of any privilege or right attaching to that portion of the Fund’s assets that are allocated to you, including corporate actions; provided, however that the Fund shall retain all power and authority to vote any proxies solicited by or with respect to the issuers of such assets. The Adviser shall provide you with written statements of have no responsibility for actions taken in reliance on the Declaration of Trust; the By-Laws; the Fund’s written investment objectives and policies; the Prospectus and Statement of Additional Information Information; and written instructions, each 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 of 1940, as amended (the “Investment Advisers Act”), and all rules and regulations thereunderthereunder as applicable to you, 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 regulationsregulations as applicable to you and relating to the services provided under this Agreement, and with the provisions of the Fund’s Registration Prospectus and Statement of Additional Information, as amended or supplemented supplemented, under the Securities Act of 1933, as amended, and the Investment Company Act; . The Board has delegated to you discretionary authority to exercise voting rights with respect to all proxies solicited by or with respect to the issuers of securities and other investments in the portion of the assets of the Fund managed by you. You shall be responsible for the administration of the proxy voting process and exercising these voting rights or refraining from voting in accordance with your then-current proxy voting policy, procedures and/or guidelines, as provided that to us from time to time and based on the Adviser shall retain its oversight responsibilities best interests of the Fund’s shareholders. You are authorized to instruct the Fund’s custodian as necessary in order for you to receive proxies and shareholder communications relating to securities held in the portion of the Fund’s assets managed by you. You will maintain appropriate records detailing your voting of proxies on behalf of the Fund and, upon the Adviser’s reasonable request, will provide a report setting forth the names of the issuers, proposals voted on, how the Fund’s shares were voted and your resolution of any conflicts of interest. For the avoidance of doubt, you will not be responsible for filing Form N-PX or any other regulatory filings for the Fund in connection with your discretionary authority to the exercise of voting rights with respect to the Fund’s compliance with the foregoing laws, rules and regulations. C WORLDWIDE ASSET MANAGEMENT FONDSMAEGLERSELSKAB A/S You shall maintain written compliance policies and procedures that are reasonably designed to ensure the Fund’s compliance with the foregoing and to prevent violation by you and, in connection with carrying out your duties to yourself and the Fund hereunder, the Fund of from violating applicable federal securities laws (as defined in Rule 38a-1 under the Investment Company Act)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 as 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 as soon as reasonably practicable upon detection of any material 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 the Adviser as soon as reasonably practicable 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 thatgenerally, in each case, such as when the violation could have a be considered material adverse effect on to the Fund or the provision of your services hereunderAdviser. 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 as soon as reasonably practicable upon request and without any charge to the Fund any of such records required to be maintained by you; provided. Notwithstanding the foregoing, however, that you (i) shall not be required entitled to transfer any material that is not legally maintain copies of such records as are required to be maintained by you under applicable law and/or pursuant to your compliance policies and procedures. Upon reasonable request from the Adviser, you will reasonably assist the Valuation Committee of the Trust in valuing securities or other financial instruments of that portion of the Fund’s assets allocated to you as may be required from time to time, including making available information of which you have knowledge related to the securities or other financial instruments being valued. You will not be responsible for determining or ratifying the valuations of the securities or other assets of the Fund that are used by the Fund for purposes of determining its net asset value (“NAV”) and assessing compliance with applicable laws and regulations and the Fund’s policies and procedures that depend on such valuations or NAV determinations. You are not authorised to initiate or take part in class actions or in the settlement of class actions on behalf of the Fund involving any security or other financial instrument held in the Fund and that constitutes your proprietary information shall not file any claim or take any action in relation to such class actions or settlements. You shall cooperate with the Trust and analyses (except as may be required by law or legal process); and (ii) may retain copies of such records, which shall remain confidential as they relate the Adviser to the Trustextent necessary in relation to class action claims or any other legal matters involving any security or other financial instrument held in the Fund for the Trust or the Adviser to pursue and/or participate in any such action or matter. 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 make your officers and employees available to meet meet, which may be done virtually or by teleconference, with the Trustees and the Trust’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 You will cooperate with the Trust’s independent public accountants and take all reasonable action in the performance of services and obligations under this Agreement shall limit or restrict to assure that the right information needed by such accountants is made available to them for the expression of their opinion without any of your directors, officers and employees to engage in any other business or to devote his or her time and attention in part qualification as to the management or other aspects scope of any businesstheir audit, whether of a similar or a dissimilar natureincluding, nor limit or restrict your right but not limited to, their opinion included in the Trust’s annual report under the Investment Company Act and annual amendment to engage in any other business or to render service of any kind to any other corporation, firm, individual or association, except as specifically prescribed in Section 4. The Adviser and the Trust understand and agree that nothing contained in this Agreement shall be deemed to impose upon you any obligation to purchase or sell, or to recommend for purchase or sale, for Trust’s registration statement under the Fund’s account any security or other asset that you or your employees or affiliates may purchase or sell for your or their own account or for the account of any other client, if in your sole discretion it is for any reason undesirable or impracticable to take such action or make such recommendation for the Fund’s accountInvestment Company Act.

Advisory Services. You will regularly provide the Fund with advice concerning the investment management of that portion of the Fund’s assets that are allocated to you, which advice shall be consistent with the investment objectives and policies 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 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, Laws and the Investment Company Act and to the investment objectivesobjective, policies and restrictions (including, without limitation, the requirements of Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”) 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, or any investment guidelines or other instructions received in writing from the Adviser, and subject, 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. You shall also exercise or direct the exercise of any privilege or right attaching to that portion of the Fund’s assets that are allocated to you, including corporate actions; provided, however that the Fund shall retain all power and authority to vote any proxies solicited by or with respect to the issuers of such assets. 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 provisions of the Fund’s Registration Statement as amended or supplemented under the Securities Act of 1933, as amended, and the Investment Company Act; provided that the Adviser shall retain its oversight responsibilities with respect to the Fund’s compliance with the foregoing laws, rules and regulations. You shall maintain written compliance policies and procedures that are reasonably designed to prevent violation by you and, in connection with carrying out your duties to the Fund hereunder, the Fund of applicable federal securities laws (as defined in Rule 38a-1 under the Investment Company Act). 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 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 that, in each case, could have a material adverse effect on the Fund or the provision of your services hereunder. 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; provided, however, that you (i) shall not be required to transfer any material that is not legally required to be maintained by or on behalf of the Fund and that constitutes your proprietary information and analyses (except as may be required by law or legal process); and (ii) may retain copies of such records, which shall remain confidential as they relate to the Trust. 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 make your officers and employees available to meet with the Trustees and the Trust’s or Adviser’s officers and Trustees 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, officers and employees who may also be a trustee, officer or employee of the Trust to engage in any other business or to devote his or her time and attention in part to the management or other aspects of any business, whether of a similar or a dissimilar nature, nor limit or restrict your right to engage in any other business or to render service of any kind to any other corporation, firm, individual or association, except as specifically prescribed in Section 4. The Adviser and the Trust understand and agree that nothing contained in this Agreement shall be deemed to impose upon you any obligation to purchase or sell, or to recommend for purchase or sale, for the Fund’s account any security or other asset that you or your employees or affiliates may purchase or sell for your or their own account or for the account of any other client, if in your sole discretion it is for any reason undesirable or impracticable to take such action or make such recommendation for the Fund’s account.

Advisory Services. You will regularly provide the Fund with advice concerning the investment management of that portion of the Fund’s 's assets that are allocated to you, which advice shall be consistent with the investment objectives and policies of the Fund as set forth in the Fund’s '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 shall be purchased for such portion of the Fund’s 's assets, what securities shall be held or sold by such portions of the Fund’s 's assets, and what portion of such assets shall be held uninvested, subject always to the provisions of the Trust’s 's Declaration of Trust and By-Laws, Laws and the Investment Company Act and to the investment objectives, policies and restrictions (including, without limitation, the requirements of Subchapter M of the Internal Revenue Code of 1986, as amended (the "Code") 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 '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 's assets for which you serve as sub-investment adviser. You shall also exercise or direct the exercise of any privilege or right attaching to that portion of the Fund’s assets that are allocated to you, including corporate actions; provided, however that the Fund shall retain all power and authority to vote any proxies solicited by or with respect to the issuers of such assets. The Adviser shall provide you with written statements of the Declaration of Trust; the By-Laws; the Fund’s '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 '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 's Registration Statement as amended or supplemented under the Securities Act of 1933, as amended, and the Investment Company Act; provided that the Adviser shall retain its oversight responsibilities with respect to the Fund’s compliance with the foregoing laws, rules and regulations. You shall maintain written compliance policies and procedures that are reasonably designed to prevent violation by you and, in connection with carrying out your duties to the Fund hereunder, the Fund of applicable federal securities laws (as defined in Rule 38a-1 under the Investment Company Act). 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 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 that, in each case, could have a material adverse effect on the Fund or the provision of your services hereunder. 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; provided, however, that you (i) shall not be required to transfer any material that is not legally required to be maintained by or on behalf of the Fund and that constitutes your proprietary information and analyses (except as may be required by law or legal process); and (ii) may retain copies of such records, which shall remain confidential as they relate to the Trust. 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 make your officers and employees available to meet with the Trust's officers and Trustees and the Trust’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 '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, officers and employees who may also be a trustee, officer or employee of the Trust to engage in any other business or to devote his or her time and attention in part to the management or other aspects of any business, whether of a similar or a dissimilar nature, nor limit or restrict your right to engage in any other business or to render service of any kind to any other corporation, firm, individual or association, except as specifically prescribed in Section 4. The Adviser and the Trust understand and agree that nothing contained in this Agreement shall be deemed to impose upon you any obligation to purchase or sellFISC▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇ES & WATT▇, or to recommend for purchase or sale▇▇C. HARBOR SHORT DURATION FUND JUNE ___, for the Fund’s account any security or other asset that you or your employees or affiliates may purchase or sell for your or their own account or for the account of any other client, if in your sole discretion it is for any reason undesirable or impracticable to take such action or make such recommendation for the Fund’s account.2001

Advisory Services. You will regularly provide the Fund with advice concerning the investment management of that portion of the Fund’s assets that are allocated to you, which advice shall be consistent with the investment objectives and policies 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 financial instruments shall be purchased for such portion of the Fund’s assets, what securities financial instruments 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 financial instruments with brokers or dealers selected by you for that portion of the Fund’s assets for which you serve as sub-investment adviser. You shall also exercise or direct the exercise of any privilege or right attaching to that portion of the Fund’s assets that are allocated to you, including corporate actions; provided, however that the Fund shall retain all power and authority to vote any proxies solicited by or with respect to the issuers of such assets. 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 provisions of the Fund’s Registration Statement as amended or supplemented under the Securities Act of 1933, as amended, and the Investment Company Act; provided that the Adviser shall retain its oversight responsibilities with respect to the Fund’s compliance with the foregoing laws, rules and regulations. You shall maintain written compliance policies and procedures that you reasonably believe are reasonably designed to prevent violation by you yourself and, in connection with carrying out your duties to the Fund hereunderas a result, the Fund of from violating applicable federal securities laws (as defined in Rule 38a-1 under relating to that portion of the Investment Company Act)Fund’s assets allocated to you. 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 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 thatgenerally, in each case, such as when the violation could have a be considered material adverse effect on the Fund or the provision of to your services hereunderadvisory 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; provided, however, provided that you (i) shall not be required to transfer any material that is not legally required to be maintained by or on behalf of the Fund and that constitutes your proprietary information and analyses (except as may be required by law or legal process); and (ii) may retain copies of such records, which shall remain confidential a copy as they relate to the Trustrequired for regulatory recordkeeping purposes. 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 make your officers and employees available to meet with the Trustees and the Trust’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, officers and employees to engage in any other business or to devote his or her time and attention in part to the management or other aspects of any business, whether of a similar or a dissimilar nature, nor limit or restrict your right to engage in any other business or to render service of any kind to any other corporation, firm, individual or association. You shall not be responsible for taking any action to vote proxies for publicly traded equity securities. Notwithstanding the foregoing, you may receive information concerning assets held by the Fund, including without limitation, conversion rights, subscription rights, warrants, options, pendency of calls, maturities of securities, expiration of rights, tender or exchange offers, or any other right or power requiring a discretionary decision by you. With respect to assets other than publicly traded equity securities, you shall, when in the best interests of the Fund, exercise such rights and/or powers. Additionally, you may receive and take action with respect to debt restructurings, reorganizations, refinancings or similar events with respect to securities or loans held in the Fund’s portfolio, and may receive and take action with respect to proxies for private equity securities. Your investment authority shall include the authority to purchase, sell, cover open positions, and generally to deal in financial futures contracts and options thereon, in accordance with the SAI and Prospectus for the Trust. To implement your investment authority, you are authorized to: (i) 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. You may delegate trade execution and other support functions (but not portfolio management) to your affiliates and may share such information as necessary to accomplish these purposes. Additionally, you may delegate back office services to State Street Investment Manager Solutions, LLC (“State Street IMS”). In all cases, you shall remain liable as if such services were provided by you directly. No additional fees shall be imposed for such services except as specifically prescribed in Section 4otherwise agreed. The Adviser represents, warrants and covenants that: (i) the Trust understand Fund is a “qualified institutional buyer” (“QIB”) as defined in Rule 144A under the Securities Act of 1933, as amended, and agree that nothing contained will promptly notify you if the Fund ceases to be a QIB;(ii) the Fund is a “qualified eligible person” (“QEP”) as defined in this Agreement Commodity Futures Trading Commission Rule 4.7 (“CFTC Rule 4.7”), and will promptly notify you if the Fund ceases to be a QEP; and (iii) the Fund hereby consents to be treated as an “exempt account” under CFTC Rule 4.7. Notwithstanding any other provision to the contrary, you shall be deemed to impose upon you any have no obligation to purchase or sell, perform the following services or to recommend have your employees perform the following roles, as applicable: (a) preparing and filing material for purchase or saledistribution to shareholders of the Fund, for including statistical information about the Fund and material regarding the Fund’s account any security performance or other asset that you or investments; (b) providing your employees to serve as officers of the Trust; or affiliates may purchase or sell for (c) providing your or their own account or for employees to serve as the account of any other client, if in your sole discretion it is for any reason undesirable or impracticable to take such action or make such recommendation for the FundTrust’s accountChief Compliance Officer and associated staff.

Advisory Services. You will regularly provide the Fund with advice concerning the investment management of that portion of the Fund’s assets that are allocated to you, which advice shall be consistent with the investment objectives and policies 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 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. You shall also exercise or direct the exercise of any privilege or right attaching to that portion of the Fund’s assets that are allocated to you, including corporate actions; provided, however that the Fund shall retain all power and authority to vote any proxies solicited by or with respect to the issuers of such assets. 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 applicable rules and regulations thereunder, the diversification 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 under the Securities Act of 1933, as amended, and the Investment Company Act; provided that the Adviser shall retain its oversight responsibilities with respect to the Fund’s compliance with the foregoing laws, rules and regulations. You shall maintain written compliance policies and procedures that you reasonably believe are adequate to ensure your compliance with the foregoing and that are reasonably designed to prevent violation by you and, in connection with carrying out your duties to the Fund hereunder, the Fund yourself from violating applicable provisions of applicable federal securities laws (as defined in Rule 38a-1 under and the Investment Company Advisers Act). 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 your breach of any material provision 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 thatgenerally, such as when, in each caseyour reasonable opinion, the violation could have a material adverse effect impact on the Fund or the provision of your services hereunder. You shall keep the Fund’s books and records to be maintained by you and shall timely furnish to the Adviser all information relating provide 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; provided, however, that you (i) shall not be required to transfer any material that is not legally required to be maintained by or on behalf of the Fund and that constitutes your proprietary information and analyses (except as may be required by law or legal process); and (ii) may retain copies of such records, which shall remain confidential as they relate to the Trust. 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 make your officers and employees available to meet with the Trustees and the Trust’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, officers and employees to engage in any other business or to devote his or her time and attention in part to the management or other aspects of any business, whether of a similar or a dissimilar nature, nor limit or restrict your right to engage in any other business or to render service of any kind to any other corporation, firm, individual or association, except as specifically prescribed in Section 4. The Adviser and the Trust understand and agree that nothing contained in this Agreement shall be deemed to impose upon you any obligation to purchase or sell, or to recommend for purchase or sale, for the Fund’s account any security or other asset that you or your employees or affiliates may purchase or sell for your or their own account or for the account of any other client, if in your sole discretion it is for any reason undesirable or impracticable to take such action or make such recommendation for the Fund’s accountadvisory clients.

Advisory Services. You will regularly provide the Fund with advice concerning the investment management of that portion of the Fund’s assets that are allocated to you, which advice shall be consistent with the investment objectives and policies 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 financial instruments shall be purchased for such portion of the Fund’s assets, what securities financial instruments 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 financial instruments with brokers or dealers selected by you for that portion of the Fund’s assets for which you serve as sub-investment adviser. You shall also exercise or direct the exercise of any privilege or right attaching to that portion of the Fund’s assets that are allocated to you, including corporate actions; provided, however that the Fund shall retain all power and authority to vote any proxies solicited by or with respect to the issuers of such assets. 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 provisions of the Fund’s Registration Statement as amended or supplemented under the Securities Act of 1933, as amended, and the Investment Company Act; provided that the Adviser shall retain its oversight responsibilities with respect to the Fund’s compliance with the foregoing laws, rules and regulations. You shall maintain written compliance policies and procedures that you reasonably believe are reasonably designed to prevent violation by you yourself and, in connection with carrying out your duties to the Fund hereunderas a result, the Fund of from violating applicable federal securities laws (as defined in Rule 38a-1 under relating to that portion of the Investment Company Act)Fund’s assets allocated to you. 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 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 thatgenerally, in each case, such as when the violation could have a be considered material adverse effect on the Fund or the provision of to your services hereunderadvisory 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; provided, however, provided that you (i) shall not be required to transfer any material that is not legally required to be maintained by or on behalf of the Fund and that constitutes your proprietary information and analyses (except as may be required by law or legal process); and (ii) may retain copies of such records, which shall remain confidential a copy as they relate to the Trustrequired for regulatory recordkeeping purposes. 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 make your officers and employees available to meet with the Trustees and the Trust’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, officers and employees to engage in any other business or to devote his or her time and attention in part to the management or other aspects of any business, whether of a similar or a dissimilar nature, nor limit or restrict your right to engage in any other business or to render service of any kind to any other corporation, firm, individual or association, except as specifically prescribed in Section 4. The Adviser and You shall not be responsible for taking any action to vote proxies for publicly traded equity securities. Notwithstanding the Trust understand and agree that nothing contained in this Agreement shall be deemed to impose upon foregoing, you any obligation to purchase may receive information concerning assets held by the Fund, including without limitation, conversion rights, subscription rights, warrants, options, pendency of calls, maturities of securities, expiration of rights, tender or sellexchange offers, or any other right or power requiring a discretionary decision by you. With respect to recommend for purchase assets other than publicly traded equity securities, you shall, when in the best interests of the Fund exercise such rights and/or powers. Additionally, you may receive and take action with respect to debt restructurings, reorganizations, refinancings or sale, for similar events with respect to securities or loans held in the Fund’s account any security or other asset that you or your employees or affiliates portfolio, and may purchase or sell receive and take action with respect to proxies for your or their own account or private equity securities. Your investment authority shall include the authority to purchase, sell, cover open positions, and generally to deal in financial futures contracts and options thereon, in accordance with the SAI and Prospectus for the account Trust. To implement your investment authority, you are authorized to: (i) 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 any 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 client, if property in your sole discretion it is for any reason undesirable or impracticable to take such action or make such recommendation for 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. You may delegate trade execution and other support functions (but not portfolio management) to your affiliates and may share such information as necessary to accomplish these purposes. Additionally, you may delegate back office services to State Street Investment Manager Solutions, LLC (“State Street IMS”) and its affiliates. In all cases, you shall remain liable as if such services were provided by you directly. No additional fees shall be imposed for such services except as otherwise agreed. The Adviser represents, warrants and covenants that: (i) the Fund is a “qualified institutional buyer” (“QIB”) as defined in Rule 144A under the Securities Act of 1933, as amended, and will promptly notify you if the Fund ceases to be a QIB; (ii) the Fund is a “qualified eligible person” (“QEP”) as defined in Commodity Futures Trading Commission Rule 4.7 (“CFTC Rule 4.7”), and will promptly notify you if the Fund ceases to be a QEP; and (iii) the Fund hereby consents to be treated as an “exempt account” under CFTC Rule 4.7. Notwithstanding any other provision to the contrary, you shall have no obligation to perform the following services or to have your employees perform the following roles, as applicable: (a) preparing and filing material for distribution to shareholders of the Fund, including statistical information about the Fund and material regarding the Fund’s performance or investments; (b) providing your employees to serve as officers of the Trust; or (c) providing your employees to serve as the Trust’s Chief Compliance Officer and associated staff.

Advisory Services. You will regularly provide the Fund with advice concerning the investment management of that portion of the Fund’s assets that are allocated to you, which advice shall be consistent with the investment objectives and policies 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, Laws and the Investment Company Act and to the investment objectives, policies and restrictions (including, without limitation, the requirements of Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”) 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 InformationInformation 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. You shall also exercise or direct the exercise of any privilege or right attaching to that portion of the Fund’s assets that are allocated to you, including corporate actions; provided, however that the Fund shall retain all power and authority to vote any proxies solicited by or with respect to the issuers of such assets. 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 provisions of the Fund’s Registration Statement as amended or supplemented under the Securities Act of 1933, as amended, and the Investment Company Act; provided that the Adviser shall retain its oversight responsibilities with respect to the Fund’s compliance with the foregoing laws, rules and regulations. You shall maintain written compliance policies and procedures that are reasonably designed to prevent violation by you and, in connection with carrying out your duties to the Fund hereunder, the Fund of applicable federal securities laws (as defined in Rule 38a-1 under the Investment Company Act). 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 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 that, in each case, could have a material adverse effect on the Fund or the provision of your services hereunder. 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; provided, however, that you (i) shall not be required to transfer any material that is not legally required to be maintained by or on behalf of the Fund and that constitutes your proprietary information and analyses (except as may be required by law or legal process); and (ii) may retain copies of such records, which shall remain confidential as they relate to the Trust. 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 make your officers and employees available to meet with the Trustees and the Trust’s or Adviser’s officers and Trustees at least quarterly reasonable intervals from time to time 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, officers and employees who may also be a trustee, officer or employee of the Trust to engage in any other business or to devote his or her time and attention in part to the management or other aspects of any business, whether of a similar or a dissimilar nature, nor limit or restrict your right to engage in any other business or to render service of any kind to any other corporation, firm, individual or association, except as specifically prescribed in Section 4. The Adviser and the Trust understand and agree that nothing contained in this Agreement shall be deemed to impose upon you any obligation to purchase or sell, or to recommend for purchase or sale, for the Fund’s account any security or other asset that you or your employees or affiliates may purchase or sell for your or their own account or for the account of any other client, if in your sole discretion it is for any reason undesirable or impracticable to take such action or make such recommendation for the Fund’s account.

Advisory Services. You will regularly provide the Fund with advice concerning the investment management of that portion of the Fund’s assets that are allocated to you, which advice shall be consistent with the investment objectives and policies 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 and financial instruments shall be purchased for such portion of the Fund’s assets, what securities and financial instruments 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-LawsLaws and the Investment Company Act, and to the investment objectives, policies and restrictions (including, without limitation, the requirements of Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”) 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, 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 and financial instruments with brokers or dealers selected by you for that portion of the Fund’s assets for which you serve as sub-investment adviser. You shall also exercise or direct the exercise of any privilege or right attaching to that portion of the Fund’s assets that are allocated to you, including corporate actions; provided, however that the Fund shall retain all power and authority to vote any proxies solicited by or with respect to the issuers of such assets. 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 provisions of the Fund’s Registration Statement as amended or supplemented under the Securities Act of 1933, as amended, and the Investment Company Act; provided that the Adviser shall retain its oversight responsibilities with respect to the Fund’s compliance with the foregoing laws, rules and regulations. 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 violation by you and, in connection with carrying out your duties to yourself and the Fund hereunder, the Fund of from violating applicable federal securities laws (as defined in Rule 38a-1 under the Investment Company Act)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 immediately upon detection of any material 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 thatgenerally, in each case, such as when the violation could have a be considered material adverse effect on the Fund or the provision of your services hereunder. 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; provided, however, that you (i) shall not be required to transfer any material that is not legally required to be maintained by or on behalf of the Fund and that constitutes your proprietary information and analyses (except as may be required by law or legal process); and (ii) may retain copies of such records, which shall remain confidential as they relate to the Trustadvisory clients. 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 make your officers and employees available to meet with the Trustees and the Trust’s or Adviser’s officers and Trustees 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, officers and employees to engage in any other business or to devote his or her time and attention in part to the management or other aspects of any business, whether of a similar or a dissimilar nature, nor limit or restrict your right to engage in any other business or to render service of any kind to any other corporation, firm, individual or association, except as specifically prescribed in Section 4. The Adviser and the Trust understand and agree that nothing contained in this Agreement shall be deemed to impose upon you any obligation to purchase or sell, or to recommend for purchase or sale, for the Fund’s account any security or other asset that you or your employees or affiliates may purchase or sell for your or their own account or for the account of any other client, if in your sole discretion it is for any reason undesirable or impracticable to take such action or make such recommendation for the Fund’s account.

Advisory Services. You will regularly provide the Fund with advice concerning the investment management of that portion of the Fund’s assets that are allocated to you's portfolio, which advice shall be consistent with the investment objectives objective and policies of the Fund as set forth in the Fund’s '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 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 the Fund's assets shall be held uninvested, subject always to the provisions of the Trust’s 's Declaration of Trust and By-Laws, Laws and the Investment Company Act and to the investment objectivesobjective, policies and restrictions (including, without limitation, the requirements of Subchapter M of the Internal Revenue Code of 1986, as amended (the "Code") 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 '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 for the Fund's account with brokers or dealers selected by you for that portion of the Fund’s assets for which you serve as sub-investment adviser. You shall also exercise or direct the exercise of any privilege or right attaching to that portion of the Fund’s assets that are allocated to you, including corporate actions; provided, however that the Fund shall retain all power and authority to vote any proxies solicited by or with respect to the issuers of such assets. The Adviser shall provide you with written statements of the Declaration of Trust; the By-Lawslaws; the Fund’s written investment objectives objective and policies; the Prospectus prospectus and Statement statement of Additional Information 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, in accordance with and will ensure that your management the portfolio of the portion of the Fund’s assets allocated to you complies with, Fund conforms 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 of 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 's Registration Statement as amended or supplemented under the Securities Act of 1933, as amended, and the Investment Company Act; provided that the Adviser shall retain its oversight responsibilities with respect to the Fund’s compliance with the foregoing laws, rules and regulations. You shall maintain written compliance policies and procedures that are reasonably designed to prevent violation by you and, in connection with carrying out your duties to the Fund hereunder, the Fund of applicable federal securities laws (as defined in Rule 38a-1 under the Investment Company Act). 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 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 that, in each case, could have a material adverse effect on the Fund or the provision of your services hereunder. 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; provided, however, that you (i) shall not be required to transfer any material that is not legally required to be maintained by or on behalf of the Fund and that constitutes your proprietary information and analyses (except as may be required by law or legal process); and (ii) may retain copies of such records, which shall remain confidential as they relate to the Trust. 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 make your officers and employees available to meet with the Trust's officers and Trustees and the Trust’s or Adviser’s officers at least quarterly on due notice to review the investments and investment program of the portion of Fund in 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, officers and employees who may also be a trustee, officer or employee of the Trust to engage in any other business or to devote his or her time and attention in part to the management or other aspects of any business, whether of a similar or a dissimilar nature, nor limit or restrict your right to engage in any other business or to render service of any kind to any other corporation, firm, individual or association, except as specifically prescribed in Section 4. The Adviser and the Trust understand and agree that nothing contained in this Agreement shall be deemed to impose upon you any obligation to purchase or sell, or to recommend for purchase or sale, for the Fund’s account any security or other asset that you or your employees or affiliates may purchase or sell for your or their own account or for the account of any other client, if in your sole discretion it is for any reason undesirable or impracticable to take such action or make such recommendation for the Fund’s account.

Advisory Services. You will regularly provide the Fund with advice concerning the investment management of that portion of the Fund’s 's assets that are allocated to you, which advice shall be consistent with the investment objectives objective and policies of the Fund as set forth in the Fund’s '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 shall be purchased for such portion of the Fund’s 's assets, what securities shall be held or sold by such portions of the Fund’s 's assets, and what portion of such assets shall be held uninvested, subject always to the provisions of the Trust’s 's Declaration of Trust and By-Laws, Laws and the Investment Company Act and to the BPI GLOBAL ASSET MANAGEMENT LLP HARBOR GLOBAL EQUITY FUND FEBRUARY 1, 2001 investment objectivesobjective, policies and restrictions (including, without limitation, the requirements of Subchapter M of the Internal Revenue Code of 1986, as amended (the "Code") 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 '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 's assets for which you serve as sub-investment adviser. You shall also exercise or direct the exercise of any privilege or right attaching to that portion of the Fund’s assets that are allocated to you, including corporate actions; provided, however that the Fund shall retain all power and authority to vote any proxies solicited by or with respect to the issuers of such assets. The Adviser shall provide you with written statements of the Declaration of Trust; the By-Laws; the Fund’s 's written investment objectives objective 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, to and will ensure that your management of the portion of the Fund’s 's assets allocated to you complies with, 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 's Registration Statement as amended or supplemented under the Securities Act of 1933, as amended, and the Investment Company Act; provided that the Adviser shall retain its oversight responsibilities with respect to the Fund’s compliance with the foregoing laws, rules and regulations. You shall maintain written compliance policies and procedures that are reasonably designed to prevent violation by you and, in connection with carrying out your duties to the Fund hereunder, the Fund of applicable federal securities laws (as defined in Rule 38a-1 under the Investment Company Act). 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 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 that, in each case, could have a material adverse effect on the Fund or the provision of your services hereunder. 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; provided, however, that you (i) shall not be required to transfer any material that is not legally required to be maintained by or on behalf of the Fund and that constitutes your proprietary information and analyses (except as may be required by law or legal process); and (ii) may retain copies of such records, which shall remain confidential as they relate to the Trust. 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 make your officers and employees available to meet with the Trust's officers and Trustees and the Trust’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 '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, officers and employees who may also be a trustee, officer or employee of the Trust to engage in any other business or to devote his or her time and attention in part to the management or other aspects of any business, whether of a similar or a dissimilar nature, nor limit or restrict your right to engage in any other business or to render service of any kind to any other corporation, firm, individual or association, except as specifically prescribed in Section 4. The Adviser and the Trust understand and agree that nothing contained in this Agreement shall be deemed to impose upon you any obligation to purchase or sell, or to recommend for purchase or sale, for the Fund’s account any security or other asset that you or your employees or affiliates may purchase or sell for your or their own account or for the account of any other client, if in your sole discretion it is for any reason undesirable or impracticable to take such action or make such recommendation for the Fund’s account.

Advisory Services. You will regularly provide the Fund with advice concerning the investment management of that portion of the Fund’s assets that are allocated to you, which advice shall be consistent with the investment objectives and policies 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 Directors 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 financial instruments shall be purchased for such portion of the Fund’s assets, what securities financial instruments 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 InformationOrganizational Documents, 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 Directors 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 financial instruments with brokers or dealers selected by you for that portion of the Fund’s assets for which you serve as sub-investment adviser. You shall also exercise or direct the exercise of any privilege or right attaching to that portion of the Fund’s assets that are allocated to you, including corporate actions; provided, however that the Fund shall retain all power and authority to vote any proxies solicited by or with respect to the issuers of such assets. The Adviser shall provide you with written statements of the Declaration of Trust; the By-LawsOrganizational Documents; 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”), thereunder all other applicable federal and state laws and regulations, and with the provisions of the Fund’s Registration Statement as amended or supplemented under Organizational Documents. You shall also ensure, in managing the Securities Act of 1933, as amended, Fund’s assets and the Investment Company Act; provided that the Adviser shall retain its oversight responsibilities with respect to the Harbor Mutual Fund’s investment in the Fund, that the Harbor Mutual Fund remains in compliance with all applicable requirements of the foregoing laws, Investment Company Act and all rules and regulationsregulations thereunder and with the Internal Revenue Code of 1986, as amended. The Adviser shall provide you with any private letter rulings issued by the Internal Revenue Service related to the Harbor Mutual Fund and the Fund. You shall maintain written compliance policies and procedures that you reasonably believe are reasonably designed to prevent violation by you yourself and, in connection with carrying out your duties to the Fund hereunderas a result, the Fund of from violating applicable federal securities laws (as defined in Rule 38a-1 under relating to that portion of the Investment Company Act)Fund’s assets allocated to you. You agree to provide the Trust Fund and the Adviser with such reports and certifications and with such access to your officers and employees that the Trust Fund 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 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 thatgenerally, in each case, such as when the violation could have a be considered material adverse effect on the Fund or the provision of to your services hereunderadvisory 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 ActAct as if the Fund were so registered. 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, however, provided that you (i) shall not be required to transfer any material that is not legally required to be maintained by or on behalf of the Fund and that constitutes your proprietary information and analyses (except as may be required by law or legal process); and (ii) may retain copies of such records, which shall remain confidential a copy as they relate to the Trustrequired for regulatory recordkeeping purposes. 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 make your officers and employees available to meet with the Trustees Directors and the TrustFund’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, officers and employees to engage in any other business or to devote his or her time and attention in part to the management or other aspects of any business, whether of a similar or a dissimilar nature, nor limit or restrict your right to engage in any other business or to render service of any kind to any other corporation, firm, individual or association, except as specifically prescribed in Section 4. The Adviser and You shall not be responsible for taking any action to vote proxies for publicly traded equity securities. Notwithstanding the Trust understand and agree that nothing contained in this Agreement shall be deemed to impose upon foregoing, you any obligation to purchase may receive information concerning assets held by the Fund, including without limitation, conversion rights, subscription rights, warrants, options, pendency of calls, maturities of securities, expiration of rights, tender or sellexchange offers, or any other right or power requiring a discretionary decision by you. With respect to recommend for purchase assets other than publicly traded equity securities, you shall, when in the best interests of the Fund exercise such rights and/or powers. Additionally, you may receive and take action with respect to debt restructurings, reorganizations, refinancings or sale, for similar events with respect to securities or loans held in the Fund’s account portfolio, and may receive and take action with respect to proxies for private equity securities. Your investment authority shall include the authority to purchase, sell, cover open positions, and generally to deal in financial futures contracts and options thereon, in accordance with the Organizational Documents of the Fund and any security investment guidelines or instructions provided to you in writing by the Adviser. To implement your investment authority, you are authorized to: (i) 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 asset that you or your employees or affiliates may purchase or sell for your or their own account or for the account of any other client, if property in your sole discretion it is for any reason undesirable or impracticable to take such action or make such recommendation for the Fund’s accountportfolio 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.

Advisory Services. You will regularly provide the Fund with advice concerning the investment management of that portion of the Fund’s assets that are allocated to you, which advice shall be consistent with the investment objectives and policies of the Fund as set forth in the Fund’s Prospectus and Statement of Additional Information Information, as amended or supplemented, 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 ▇▇▇▇▇▇▇▇ Investment Management North America Inc. Fund allocated to you. If and when the Adviser is notified of any such addition or withdrawal, the Adviser shall promptly notify you of the same. You will determine what securities and other financial instruments shall be purchased for such portion of the Fund’s assets, what securities and other financial instruments 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, as amended or supplemented, or any investment guidelines or other instructions received by you 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 youyou in writing. In accordance with paragraph 56, you or your agent shall arrange for the placing of all orders for the purchase and sale of portfolio securities and other financial instruments with brokers or dealers selected by you for that portion of the Fund’s assets for which you serve as sub-investment adviser. You shall also exercise or direct the exercise of any privilege or right attaching to that portion of the Fund’s assets that are allocated to you, including corporate actions; provided, however that the Fund shall retain all power and authority to vote any proxies solicited by or with respect to the issuers of such assets. The Adviser shall provide you with written statements of have no responsibility for actions taken in reliance on the Declaration of Trust; the By-Laws; the Fund’s written investment objectives and policies; the Prospectus and Statement of Additional Information Information; and written instructions, each 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 in all material respects with, the Investment Company Act and Investment Advisers Act of 1940, as amended (the “Investment Advisers Act”), and all applicable 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 Prospectus and Statement of Additional Information, as amended or supplemented supplemented, under the Securities Act of 1933, as amended, and the Investment Company Act; provided that . For the avoidance of doubt, you shall not provide the Adviser with tax advice or accounting advice or services and shall retain its oversight responsibilities have no responsibility to take into account the Adviser’s tax status in providing the services set forth hereunder. You are under no obligation to report to the Adviser on the tax consequences of buying or selling assets in the Fund. The Board has delegated to you discretionary authority to exercise voting rights with respect to all proxies solicited by or with respect to the issuers of securities and other investments in the portion of the assets of the Fund managed by you. You shall be responsible for the administration of the proxy voting process and exercise these voting rights or refrain from voting in accordance with your then-current proxy voting policy, procedures and/or guidelines, as provided to us from time to time and based on the best interests of the Fund’s compliance with shareholders. You are authorized to instruct the foregoing lawsFund’s custodian as necessary in order for you to receive proxies and shareholder communications relating to securities held in the portion of the Fund’s assets managed by you. You will maintain appropriate records detailing your voting of proxies on behalf of the Fund and, rules upon the Adviser’s reasonable request, will provide a report setting forth the names of the issuers, proposals voted on, how the Fund’s shares were voted and regulationsyour resolution of any conflicts of interest. ▇▇▇▇▇▇▇▇ Investment Management North America Inc. You shall maintain written compliance policies and procedures that are reasonably designed to ensure the Fund’s compliance with the foregoing and to prevent violation by you and, in connection with carrying out your duties to yourself and the Fund hereunder, the Fund of from violating applicable federal securities laws (as defined in Rule 38a-1 under the Investment Company Act)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 as 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 Fund’s policies, guidelines or procedures and of 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 the Fund or your activities as an investment adviser generally that, in each case, could have a that would reasonably be considered material adverse effect on to the Fund or the provision of your services hereunderAdviser. 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 upon request and without any charge to the Fund any of such records required to be maintained by you; provided, however, that you copies may be (i) shall not be required retained for legal or compliance reasons; or (ii) stored on a hard drive of a computer to transfer any material that the extent it is not legally required capable of being deleted or expunged therefrom. Any information retained pursuant to be maintained by (i) or on behalf (ii) above shall remain at all times subject to the terms of this Agreement. Upon reasonable request from the Adviser, you will reasonably assist the Valuation Committee of the Trust or the Adviser in valuing securities or other financial instruments of the Fund and that constitutes your proprietary information and analyses (except as may be required by law or legal process); and (ii) may retain copies from time to time, including making available, upon request, information of such records, which shall remain confidential as they relate you have knowledge related to the Trustsecurities or other financial instruments being valued. You shall use commercially reasonable efforts to promptly provide the Trust and the Adviser with any information you receive regarding opt-in class action claims involving any security held in the Fund as part of your management of the mandate and shall cooperate with the Trust and the Adviser upon their request by providing factual information in your possession regarding such securities to the extent legally permissible and necessary for the Trust or the Adviser to pursue and/or participate in any such action. 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 make your officers and employees available to meet with the Trustees and the Trust’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. You will cooperate with the Trust’s independent public accountants and take all reasonable action in the performance of services and obligations under this Agreement to assure that the information needed by such accountants is made available to them for the expression of their opinion without any qualification as to the scope of their audit, including, but not limited to, their opinion included in the Fund’s annual report under the Investment Company Act and annual amendment to the Fund’s registration statement under the Investment Company Act. ▇▇▇▇▇▇▇▇ Investment Management North America Inc. Nothing in this Agreement shall limit or restrict the right of any of your directors, officers and employees to engage in any other business or to devote his or her time and attention in part to the management or other aspects of any business, whether of a similar or a dissimilar nature, nor limit or restrict your right to engage in any other business or to render service of any kind to any other corporation, firm, individual or association, except as specifically prescribed in Section 4paragraph 5. The Adviser and the Trust understand and agree You may not delegate to any person, including to one or more companies that nothing contained in this Agreement shall be deemed to impose upon you any obligation to purchase control, are controlled by, or sellare under common control with, or to recommend for purchase or salespecified employees of any such companies, any of your duties under this Agreement without the prior written consent of the Adviser. You are authorized and have engaged your affiliate, Schroder Investment Management North America Limited, to perform investment advisory services for the Fund’s account any security or other asset ; provided, however, that it is acknowledged that you or your employees or affiliates may purchase or sell for your or their own account or for not retain the account services of any other cliententity that would be an “investment adviser,” as that term is defined in the Investment Company Act, if in your sole discretion it is for to the Fund unless any reason undesirable agreement with such entity has been approved by (i) a majority of the Board, including a majority of those Trustees who are not parties to such agreement or impracticable “interested persons” of any such party and (ii) to take such action or make such recommendation for the extent necessary, the vote of a majority of the outstanding voting securities of the Fund’s account. Notwithstanding anything in this provision or this Agreement to the contrary, the Adviser acknowledges and agrees that you may perform non-portfolio management services contemplated by this Agreement directly or through your affiliates as you believe reasonably necessary to assist you in carrying out your obligations under this Agreement.

Advisory Services. You will regularly provide the Fund with advice concerning the investment management of that portion of the Fund’s 's assets that are allocated to you, which advice shall be consistent with the investment objectives and policies of the Fund as set forth in the Fund’s '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 shall be purchased for such portion of the Fund’s 's assets, what securities shall be held or sold by such portions of the Fund’s 's assets, and what portion of such assets shall be held uninvested, subject always to the provisions of the Trust’s 's Declaration of Trust and By-Laws, Laws and the Investment Company Act and to the investment objectivesobjective, policies and restrictions (including, without limitation, the requirements of Subchapter M of the Internal Revenue Code of 1986, as amended (the "Code") 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 's Prospectus and Statement of Additional Information, or any investment guidelines or other instructions received in writing from the Adviser, and subject, 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 's assets for which you serve as sub-investment adviser. You shall also exercise or direct the exercise of any privilege or right attaching to that portion of the Fund’s assets that are allocated to you, including corporate actions; provided, however that the Fund shall retain all power and authority to vote any proxies solicited by or with respect to the issuers of such assets. The Adviser shall provide you with written statements of the Declaration of Trust; the By-Laws; the Fund’s '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 '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 's Registration Statement as amended or supplemented under the Securities Act of 1933, as amended, and the Investment Company Act; provided that the Adviser shall retain its oversight responsibilities with respect to the Fund’s compliance with the foregoing laws, rules and regulations. You shall maintain written compliance policies and procedures that are reasonably designed to prevent violation by you and, in connection with carrying out your duties to the Fund hereunder, the Fund of applicable federal securities laws (as defined in Rule 38a-1 under the Investment Company Act). 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 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 that, in each case, could have a material adverse effect on the Fund or the provision of your services hereunder. 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; provided, however, that you (i) shall not be required to transfer any material that is not legally required to be maintained by or on behalf of the Fund and that constitutes your proprietary information and analyses (except as may be required by law or legal process); and (ii) may retain copies of such records, which shall remain confidential as they relate to the Trust. 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 make your officers and employees available to meet with the Trust's officers and Trustees and the Trust’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 '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, officers and employees who may also be a trustee, officer or employee of the Trust to engage in any other business or to devote his or her time and attention in part to the management or other aspects of any business, whether of a similar or a dissimilar nature, nor limit or restrict your right to engage in any other business or to render service of any kind to any other corporation, firm, individual or association, except as specifically prescribed in Section 4. The Adviser and the Trust understand and agree that nothing contained in this Agreement shall be deemed to impose upon you any obligation to purchase or sell, or to recommend for purchase or sale, for the Fund’s account any security or other asset that you or your employees or affiliates may purchase or sell for your or their own account or for the account of any other client, if in your sole discretion it is for any reason undesirable or impracticable to take such action or make such recommendation for the Fund’s account.

Advisory Services. You will regularly provide the Fund with advice concerning the investment management of that portion of the Fund’s assets that are allocated to you's, which advice shall be consistent with the investment objectives objective and policies of the Fund as set forth in the Fund’s '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 shall be purchased for such portion of the Fund’s assets, what securities shall be held or sold by such portions the Fund, and what portion of the Fund’s assets's assets shall be held or sold by the Fund, and what portion of such assets shall be held uninvested, subject always to the provisions of the Trust’s 's Declaration of Trust and By-Laws, By- Laws and the Investment Company Act and to the investment objectivesobjective, policies and restrictions (including, without limitation, the requirements of Subchapter M of the Internal Revenue Code of 1986, as amended (the "Code") 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 '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 for the Fund's account with brokers or dealers selected by you for that portion of the Fund’s assets for which you serve as sub-investment adviser. You shall also exercise or direct the exercise of any privilege or right attaching to that portion of the Fund’s assets that are allocated to you, including corporate actions; provided, however that the Fund shall retain all power and authority to vote any proxies solicited by or with respect to the issuers of such assets. The Adviser shall provide you with written statements of the Declaration of Trust; the By-By- Laws; the Fund’s written investment objectives objective and policies; the Prospectus prospectus and Statement statement of Additional Information 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, in accordance with and will ensure that your management of the portion of the Fund’s assets portfolio of the Fund allocated to you complies with, conforms 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 of 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 's Registration Statement as amended or supplemented under the Securities Act of 1933, as amended, and the Investment Company Act; provided that the Adviser shall retain its oversight responsibilities with respect to the Fund’s compliance with the foregoing laws, rules and regulations. You shall maintain written compliance policies and procedures that are reasonably designed to prevent violation by you and, in connection with carrying out your duties to the Fund hereunder, the Fund of applicable federal securities laws (as defined in Rule 38a-1 under the Investment Company Act). 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 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 that, in each case, could have a material adverse effect on the Fund or the provision of your services hereunder. 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; provided, however, that you (i) shall not be required to transfer any material that is not legally required to be maintained by or on behalf of the Fund and that constitutes your proprietary information and analyses (except as may be required by law or legal process); and (ii) may retain copies of such records, which shall remain confidential as they relate to the Trust. 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 make your officers and employees available to meet with the Trust's officers and Trustees and the Trust’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 Fund in light of current and prospective economic and market conditions. Nothing in this Agreement shall limit or restrict the right of any of your directorspartners, officers and employees who may also be a trustee, officer or employee of the Trust to engage in any other business or to devote his or her time and attention in part to the management or other aspects of any business, whether of a similar or a dissimilar nature, nor limit or restrict your right to engage in any other business or to render service of any kind to any other corporation, firm, individual or association, except as specifically prescribed in Section 4. The Adviser and the Trust understand and agree that nothing contained in this Agreement shall be deemed to impose upon you any obligation to purchase or sell, or to recommend for purchase or sale, for the Fund’s account any security or other asset that you or your employees or affiliates may purchase or sell for your or their own account or for the account of any other client, if in your sole discretion it is for any reason undesirable or impracticable to take such action or make such recommendation for the Fund’s account.

Advisory Services. You will regularly provide the Fund with advice concerning the investment management of that portion of the Fund’s assets that are allocated to you, which advice shall be consistent with the investment objectives and policies of the Fund as set forth in the Fund’s then current Prospectus and Statement of Additional Information (as provided in writing to you by the Adviser from time to time) and any investment guidelines or other instructions received in writing from the AdviserAdviser (collectively, the “Guidelines”). A general description of the nature and risks of investments which may be held within the Fund has been provided to the Adviser and the Trust. You shall not be deemed to have breached the Guidelines as a result of changes in the prices or value of assets of the Fund brought about solely through movements in the market or by withdrawals from the Fund. In such circumstances you shall endeavour to reduce any holding which contravene the restrictions set out in the Guidelines as soon as practicable, subject to always protecting the Fund’s interests and your duty of best execution. 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 InformationGuidelines, 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 youyou in writing. 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. You shall also exercise or direct the exercise of The Adviser acknowledges that you will not hold any privilege or right attaching to that portion of the Fund’s assets money, whether in the UK or elsewhere. It is acknowledged that are allocated to you, including corporate actions; provided, however that you will treat the Fund shall retain all power and authority to vote any proxies solicited by or with respect as a Professional Client within the meaning of the rules of the Financial Conduct Authority (the “FCA Rules”) in relation to the issuers services to be provided under this Agreement. Because of the status of the Fund it may not be entitled to compensation under the UK’s Financial Services Compensation Scheme in the event that you are unable to meet your liabilities. It is further acknowledged that you have in operation a written procedure in accordance with the FCA Rules for the effective consideration and proper handling of complaints from customers. Any complaint may be referred to your Compliance Officer at your registered office. Information required to be given to the Adviser and Trustees pursuant to the FCA Rules has been provided in connection with this Agreement. You undertake to provide updates to such information, if any, to the Adviser and Trust, in accordance with your internal policies and the FCA Rules. For the avoidance of doubt, the provision of such assetsupdates shall not constitute an amendment to this agreement for the purposes of Section 9. 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 provided to you in effect writing 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, to the extent applicable, 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”), thereunder and all other applicable federal and state laws and regulations, and with the provisions of the Fund’s Registration Statement as amended or supplemented under the Securities Act of 1933, as amended, and the Investment Company Act; provided that the Adviser shall retain its oversight responsibilities with respect to the Fund’s compliance with the foregoing laws, rules and regulations. You shall maintain suitable written compliance policies and procedures that you reasonably believe are reasonably designed adequate to prevent violation by you and, in connection ensure your compliance with carrying out your duties to the Fund hereunder, the Fund of applicable federal securities laws (as defined in Rule 38a-1 an investment adviser under the Investment Company Advisers Act). You agree to provide the Trust and the Adviser with copies of such reports and certifications policies and with such reasonable access in the UK (being not more than once per calendar year in the case of face to face meetings) to your officers and employees that on reasonable notice where the Trust or Adviser may reasonably request such access for the purpose of assessing the adequacy of your compliance policies and procedures. You acknowledge and agree that other dialogue, whether over the telephone, or via email, may be entered into from time to time between the parties. You agree to notify the Adviser promptly upon detection of any material breach of any of your policies that you reasonably believe would have a material adverse effect on the Fund’s policiesFund or a material adverse effect on your activities as an investment adviser generally, guidelines or procedures of the Guidelines and of any violation of any applicable law or regulation, including the Investment Company Act and Subchapter M of the Code, regulation relating to that portion of the Fund’s assets allocated to you. You also agree shall maintain all books and records relating to notify us promptly upon detection of any material violations of your compliance policies and procedures that relate the services you provide under this Agreement to the Fund or your activities as an investment adviser generally that, in each case, could have a material adverse effect on the Fund or the provision of your services hereunder. 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 where requested by the Adviser in order 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 provide copies of any such records to the Fund any of such records required to be maintained by you; provided, however, that you (i) shall not be required to transfer any material that is not legally required to be maintained by or on behalf of the Fund and that constitutes your proprietary information and analyses (except as may be required by law or legal process); and (ii) may retain copies of such records, which shall remain confidential as they relate to the TrustAdviser. 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 make members of either your officers and employees portfolio management team or experienced members of your client services team who have detailed knowledge of the Fund’s performance available to meet for conference calls (during normal business hours in the UK) with the Trustees and the Trust’s or Adviser’s officers at least quarterly on due reasonable 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, officers and employees to engage in any other business or to devote his or her time and attention in part to the management or other aspects of any business, whether of a similar or a dissimilar nature, nor limit or restrict your right to engage in any other business or to render service of any kind to any other corporation, firm, individual or association, except as specifically prescribed in Section 4. The Adviser and the Trust understand and agree that nothing contained in this Agreement shall be deemed to impose upon you any obligation to purchase or sell, or to recommend for purchase or sale, for the Fund’s account any security or other asset that you or your employees or affiliates may purchase or sell for your or their own account or for the account of any other client, if in your sole discretion it is for any reason undesirable or impracticable to take such action or make such recommendation for the Fund’s account.

Advisory Services. You will regularly provide the Fund with advice concerning the investment management of that portion of the Fund’s assets that are allocated to you, which advice shall be consistent with the investment objectives and policies of the Fund as set forth in the Fund’s Prospectus and Statement of Additional Information and 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 youyou 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 55 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. You shall also exercise or direct the exercise of any privilege or right attaching to that portion of the Fund’s assets that are allocated to you, including corporate actions; provided, however that the Fund shall retain all power and authority to vote any proxies solicited by or with respect to the issuers of such assets. 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 Consistent with the standard of care described in paragraph 6 hereof, you will seek to conform your conduct to, to and will seek to 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 provisions of the Fund’s Registration Statement as amended or supplemented under the Securities Act of 1933, as amended, and the Investment Company Act; provided that the Adviser shall retain its oversight responsibilities with respect to the Fund’s compliance . Consistent with the foregoing lawsstandard of care described in paragraph 6 hereof, rules and regulations. You 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 violation by you and, in connection with carrying out your duties to yourself and the Fund hereunder, the Fund of from violating applicable federal securities laws (as defined in Rule 38a-1 under the Investment Company Act)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 immediately upon detection of any material 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 thatgenerally, in each case, such as when the violation could have a be considered material adverse effect on the Fund or the provision of to your services hereunderadvisory 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 reasonably 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; provided, however, that you (i) shall not be required to transfer any material that is not legally required to be maintained by or on behalf of the Fund and that constitutes your proprietary information and analyses (except as may be required by law or legal process); and (ii) may retain copies of such records, which shall remain confidential as they relate to the Trust. 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 make your officers and employees available to meet with the Trustees and the Trust’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, officers and employees to engage in any other business or to devote his or her time and attention in part to the management or other aspects of any business, whether of a similar or a dissimilar nature, nor limit or restrict your right to engage in any other business or to render service of any kind to any other corporation, firm, individual or association, except as specifically prescribed in Section 4. The Adviser and the Trust understand and agree that nothing contained in this Agreement shall be deemed to impose upon you any obligation to purchase or sell, or to recommend for purchase or sale, for the Fund’s account any security or other asset that you or your employees or affiliates may purchase or sell for your or their own account or for the account of any other client, if in your sole discretion it is for any reason undesirable or impracticable to take such action or make such recommendation for the Fund’s account4 hereof.

Advisory Services. You will regularly provide the Fund with advice concerning the investment management of that portion of the Fund’s 's assets that are allocated to you, which advice shall be consistent with the investment objectives and policies of the Fund as set forth in the Fund’s '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 shall be purchased for such portion of the Fund’s 's assets, what securities shall be held or sold by such portions of the Fund’s 's assets, and what portion of such assets shall be held uninvested, subject always to the provisions of the Trust’s '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 '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 's assets for which you serve as sub-investment adviser. You shall also exercise or direct the exercise of any privilege or right attaching to that portion of the Fund’s assets that are allocated to you, including corporate actions; provided, however that the Fund shall retain all power and authority to vote any proxies solicited by or with respect to the issuers of such assets. The Adviser shall provide you with written statements of the Declaration of Trust; the By-Laws; the Fund’s '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 's assets allocated to you complies with, the Investment Company Act and Investment Advisers Act and all applicable rules and regulations thereunder, the diversification 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 's Registration Statement as amended or supplemented under the Securities Act of 1933, as amended, and the Investment Company Act; provided that the Adviser shall retain its oversight responsibilities with respect to the Fund’s compliance with the foregoing laws, rules and regulations. You shall maintain written compliance policies and procedures that you reasonably believe are adequate to ensure your compliance with the foregoing and that are reasonably designed to prevent violation by you and, in connection with carrying out your duties to the Fund hereunder, the Fund yourself from violating applicable provisions of applicable federal securities laws (as defined in Rule 38a-1 under and the Investment Company Advisers Act). 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 your breach of any material provision of the Fund’s '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 '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 thatgenerally, such as when, in each caseyour reasonable opinion, the violation could have a material adverse effect impact on the Fund or the provision of your services hereunder. You shall keep the Fund’s books and records to be maintained by you and shall timely furnish to the Adviser all information relating provide 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; provided, however, that you (i) shall not be required to transfer any material that is not legally required to be maintained by or on behalf of the Fund and that constitutes your proprietary information and analyses (except as may be required by law or legal process); and (ii) may retain copies of such records, which shall remain confidential as they relate to the Trust. 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 make your officers and employees available to meet with the Trustees and the Trust’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, officers and employees to engage in any other business or to devote his or her time and attention in part to the management or other aspects of any business, whether of a similar or a dissimilar nature, nor limit or restrict your right to engage in any other business or to render service of any kind to any other corporation, firm, individual or association, except as specifically prescribed in Section 4. The Adviser and the Trust understand and agree that nothing contained in this Agreement shall be deemed to impose upon you any obligation to purchase or sell, or to recommend for purchase or sale, for the Fund’s account any security or other asset that you or your employees or affiliates may purchase or sell for your or their own account or for the account of any other client, if in your sole discretion it is for any reason undesirable or impracticable to take such action or make such recommendation for the Fund’s accountadvisory clients.

Advisory Services. You will regularly provide the Fund with advice concerning the investment management of that portion of the Fund’s assets that are allocated to you, which advice shall be consistent with the investment objectives and policies 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 financial instruments shall be purchased for such portion of the Fund’s assets, what securities financial instruments 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 financial instruments with brokers or dealers selected by you for that portion of the Fund’s assets for which you serve as sub-investment adviser. You shall also exercise or direct the exercise of any privilege or right attaching to that portion of the Fund’s assets that are allocated to you, including corporate actions; provided, however that the Fund shall retain all power and authority to vote any proxies solicited by or with respect to the issuers of such assets. 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 provisions of the Fund’s Registration Statement as amended or supplemented under the Securities Act of 1933, as amended, and the Investment Company Act; provided that the Adviser shall retain its oversight responsibilities with respect to the Fund’s compliance with the foregoing laws, rules and regulations. You shall maintain written compliance policies and procedures that you reasonably believe are reasonably designed to prevent violation by you yourself and, in connection with carrying out your duties to the Fund hereunderas a result, the Fund of from violating applicable federal securities laws (as defined in Rule 38a-1 under relating to that portion of the Investment Company Act)Fund’s assets allocated to you. 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 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 thatgenerally, in each case, such as when the violation could have a be considered material adverse effect on the Fund or the provision of to your services hereunderadvisory 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; provided, however, provided that you (i) shall not be required to transfer any material that is not legally required to be maintained by or on behalf of the Fund and that constitutes your proprietary information and analyses (except as may be required by law or legal process); and (ii) may retain copies of such records, which shall remain confidential a copy as they relate to the Trustrequired for regulatory recordkeeping purposes. 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 make your officers and employees available to meet with the Trustees and the Trust’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, officers and employees to engage in any other business or to devote his or her time and attention in part to the management or other aspects of any business, whether of a similar or a dissimilar nature, nor limit or restrict your right to engage in any other business or to render service of any kind to any other corporation, firm, individual or association, except as specifically prescribed in Section 4. The Adviser and You shall not be responsible for taking any action to vote proxies for publicly traded equity securities. Notwithstanding the Trust understand and agree that nothing contained foregoing, you may receive information concerning assets held in this Agreement shall be deemed to impose upon you any obligation to purchase the Account, including without limitation, conversion rights, subscription rights, warrants, options, pendency of calls, maturities of securities, expiration of rights, tender or sellexchange offers, or any other right or power requiring a discretionary decision by you. With respect to recommend for purchase assets other than publicly traded equity securities, you shall, when in the best interests of the Fund exercise such rights and/ or salepowers. Additionally, for you may receive and take action with respect to debt restructurings, reorganizations, refinancings or similar events with respect to securities or loans held in the Fund’s account any security or other asset that you or your employees or affiliates portfolio, and may purchase or sell receive and take action with respect to proxies for your or their own account or private equity securities. Your investment authority shall include the authority to purchase, sell, cover open positions, and generally to deal in financial futures contracts and options thereon, in accordance with the SAI and Prospectus for the account Trust. The Adviser will: (i) open and maintain brokerage accounts for derivative instruments including financial futures, options and swaps (such accounts hereinafter referred to as “brokerage accounts”) on behalf of any 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 client, if property in your sole discretion it is for any reason undesirable or impracticable to take such action or make such recommendation for the Fund’s accountportfolio 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. You have delivered to us a copy of your Disclosure Document, as amended, dated June 1, 2005, on file with the Commodity Futures Trading Commission. We hereby acknowledge receipt of such copy.

Advisory Services. You will regularly provide the Fund with advice concerning the investment management of that portion of the Fund’s assets that are allocated to you, which advice shall be consistent with the investment objectives and policies of the Fund as set forth in the Fund’s Prospectus and Statement of Additional Information Information, as amended or supplemented, 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 and other financial instruments shall be purchased for such portion of the Fund’s assets, what securities and other financial instruments 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, as amended or supplemented, or any investment guidelines or other instructions received by you 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. You shall also exercise or direct the exercise of any privilege or right attaching to that portion at no time have custody of the Fund’s assets that are allocated to you, including corporate actions; provided, however that the Fund and shall retain all power and have no authority to vote deliver or pay securities or cash to yourself or any proxies solicited by or with respect to the issuers of such assetsthird party. The Adviser You shall provide you with written statements of have no responsibility for actions taken in reliance on the Declaration of Trust; the By-Laws; the Fund’s written investment objectives and policies; the Prospectus and Statement of Additional Information Information; and written instructions, each 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 of 1940, as amended (the “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 Prospectus and Statement of Additional Information, as amended or supplemented supplemented, under the Securities Act of 1933, as amended, and the Investment Company Act; provided that the Adviser shall retain its oversight responsibilities with respect to the Fund’s compliance with the foregoing laws, rules and regulations. You shall maintain written compliance policies and procedures that are reasonably designed to ensure the Fund’s compliance with the foregoing and to prevent violation by you and, in connection with carrying out your duties to yourself and the Fund hereunder, the Fund of from violating applicable federal securities laws (as defined in Rule 38a-1 under the Investment Company Act)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 as 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 immediately upon detection of any material 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 thatgenerally, in each case, such as when the violation could have a be considered material adverse effect on the Fund or the provision of to your services hereunderadvisory 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 upon request and without any charge to the Fund any of such records required to be maintained by you; provided, however, provided that you (i) shall not be required to transfer any material that is not legally required to be maintained by or on behalf may maintain a copy of the Fund and that constitutes your proprietary information and analyses (except such records as may be required by law under applicable law. Upon reasonable request from the Adviser, you will reasonably assist the Valuation Committee of the Trust in valuing securities or legal process); and (ii) other financial instruments of the Fund as may retain copies be required from time to time, including making available information of such records, which shall remain confidential as they relate you have knowledge related to the Trustsecurities or other financial instruments being valued. In You shall promptly provide the Trust and the Adviser with any information you receive regarding class action claims or any other legal matters involving any security or other financial instrument held in the Fund and shall cooperate with the Trust and the Adviser to the extent necessary for the Trust or the Adviser to pursue and/or participate in any such action or matter. For the avoidance of doubt, subject to the preceding sentence, you will not be responsible for advising or taking any action on such legal actions. Unless otherwise contemplated herein, 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 make your officers and employees available to meet with the Trustees and the Trust’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. You will cooperate with the Trust’s independent public accountants and take all reasonable action in the performance of services and obligations under this Agreement to assure that the information needed by such accountants is made available to them for the expression of their opinion without any qualification as to the scope of their audit, including, but not limited to, their opinion included in the Trust’s annual report under the Investment Company Act and annual amendment to the Trust’s registration statement under the Investment Company Act. Nothing in this Agreement shall limit or restrict the right of any of your directors, officers and employees to engage in any other business or to devote his or her time and attention in part to the management or other aspects of any business, whether of a similar or a dissimilar nature, nor limit or restrict your right to engage in any other business or to render service of any kind to any other corporation, firm, individual or association, except as specifically prescribed in Section 4. The Adviser paragraph 4 or as otherwise agreed upon in writing by you and the Trust understand and agree Adviser. You may not delegate to any person, including to one or more companies that nothing contained in this Agreement shall be deemed to impose upon you any obligation to purchase control, are controlled by, or sellare under common control with, or to recommend for purchase or sale, for the Fund’s account any security or other asset that you or your specified employees or affiliates may purchase or sell for your or their own account or for the account of any other clientsuch companies, if in any of your sole discretion it is for any reason undesirable or impracticable to take such action or make such recommendation for duties under this Agreement without the Fund’s accountprior written consent of the Adviser.

Advisory Services. You Subject to the oversight of the Board of Directors and the Adviser, you will regularly provide the Fund with advice concerning the investment management of that portion of the Fund’s assets that are allocated to you (with subsequent references to “Fund” with respect to your obligations hereunder to refer only to the portion of the Fund allocated by the Adviser to you), which advice shall be consistent with the investment objectives and policies of the Fund Organizational Documents, as set forth in the Fund’s Prospectus and Statement of Additional Information amended or supplemented, and any investment guidelines or other instructions received in writing by you AQR Capital Management, LLC EMBARK CAYMAN FUND I LTD JANUARY 17, 2024 from the Adviser; provided that the Adviser shall provide you with reasonable advance notice of any change to investment objectives, policies, and limitations. The Board of Trustees Directors or the Adviser may, from time to time, make additions to and withdrawals from the assets of the Fund allocated to you. You will are hereby granted the authority, with respect to the portion of the Fund’s assets allocated to you, to (i) determine what securities and other financial instruments shall be purchased for such portion of the Fund’s assets, what securities and other financial instruments shall be held or sold by such portions of the Fund’s assets, and what portion of such assets shall be held uninvested, and (ii) place purchase and sell orders for investments and for other related transactions with respect to such portion of the Fund’s assets, 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 effect, and other provisions of the Fund’s Prospectus and Statement of Additional InformationOrganizational Documents, as amended or supplemented, or any investment guidelines or other instructions received by you in writing from the Adviser, and subject, further, to such reasonable policies and instructions as the Adviser and/or Board of Trustees Directors may from time to time establish and deliver to you. For the avoidance of doubt, notwithstanding the foregoing or anything else contained in this Agreement, you shall not be required to comply with any requirements related to an Organizational Document, investment objectives, policies, restrictions, guidelines, procedures, or instructions of the Fund, Board of Directors or Adviser, nor any amendment thereto, or any such requirements related to new policies, procedures or guidelines of the Fund, Board of Directors, or Adviser, unless the Adviser notifies you in writing of and provides you with a reasonable amount of time to implement, such requirements and such requirements do not cause (i) you to breach any legal, tax or regulatory requirement applicable to you as a sub-investment adviser to the Fund, and/or (ii) any loss, damage, liability, or competitive disadvantage to any other fund or account managed by you. You are authorized, as agent of the Fund, to give instructions to the Fund’s custodian with respect to portion of the Fund allocated to you by the Adviser in order to carry out your duties under the terms of this Agreement. 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 and other financial instruments with brokers or dealers selected by you for that portion of the Fund’s assets for which you serve as sub-investment adviser. In addition, you are authorized to negotiate, execute and acknowledge (all as the case may be) brokerage contracts, futures account agreements, ISDA Master Agreements, derivatives agreements, equity prime brokerage agreements, risk disclosure and other agreements on behalf of the Fund with brokers, dealers, futures commission merchants, banks or other agents or counterparties (each, a “Broker” for purposes of this paragraph) and perform such functions as you consider reasonable, necessary, or convenient in order to carry out the purposes of this Agreement. The Fund understands it will be bound by the terms of agreements executed by you on the Fund’s behalf to the same extent as if the Fund had executed such agreement directly. Under most such agreements, a Broker is generally granted a lien on, and a right to set off against, any of the Fund assets held in other accounts of the Fund maintained by such Broker, if any, in order to satisfy any indebtedness arising out of the trading activity, and the Broker has the right to liquidate the Fund’s account in the event of a default. The Fund will remain liable for any amounts owed to a Broker including any debit balances, losses, or other amounts due as a AQR Capital Management, LLC EMBARK CAYMAN FUND I LTD JANUARY 17, 2024 result of you trading on the Fund’s behalf, including commissions, subject to Section 6 hereof. You shall also exercise may establish accounts in the name of the Fund and place orders for the execution of transactions in accordance with Fund’s investment policies and objectives with or direct through any Broker that you may select in your own reasonable discretion (consistent with your broker selection procedures) and without notice to the exercise Adviser or the Fund, provided that you will not execute transactions through Brokers that the Adviser has instructed you may not be used for the Fund (“Restricted Brokers”). Such Brokers are authorized to act on instructions from you, including, but not limited to instructions with respect to transferring money, securities, or other property between accounts held by such Broker or elsewhere on behalf of any privilege the Fund and to instruct the receipt or right attaching to that portion delivery of securities or property on behalf of the Fund. Brokers may rely on instructions from you until they have received written notice of the Adviser’s assets that are allocated to youor Fund’s revocation, including corporate actions; provided, however however, that such revocation shall not be effective with respect to open positions or outstanding orders submitted by you but not yet executed. In order to meet margin or collateral requirements for futures, forwards, other derivative instruments or prime brokerage agreements, you may direct payments of cash, cash equivalents, and securities and other property into segregated accounts or FCM accounts established hereunder as you reasonably deem appropriate, provided that your actions are in accordance with the Fund terms of this Agreement, the Investment Company Act and the rules and regulations thereunder. In the event the Adviser wishes to instruct you with respect to any Restricted Broker or to restrict securities otherwise eligible under the Organizational Documents (“Restricted Securities”) from being traded in or for the Fund, a list of such Restricted Brokers and Restricted Securities (a “Restricted List”) shall retain all be sent in a format mutually agreed upon to you at ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇.▇▇▇. You shall not be responsible for compliance with a Restricted List unless such Restricted List has been sent to the e-mail address described above in this section or communicated through a process mutually agreeable to the parties. In furtherance of the foregoing, the Adviser hereby appoints you as the Fund’s agent and attorney-in-fact with full power and authority to vote any proxies solicited by or do and perform every act necessary and appropriate to manage the Fund account in accordance with respect to the issuers of such assetsthis Agreement. The Adviser represents that (i) it has full power and authority, under any applicable laws or other requirements, to appoint you as provided in this Agreement, and (ii) you may rely on such representation to the fullest extent necessary to perform its services under this Agreement. This power of attorney is a continuing power and shall provide remain in full force and effect as long as you with written statements act as sub-investment adviser of the Declaration of Trust; Fund. You shall have no responsibility for actions taken in reliance on the By-LawsOrganizational Documents; the Fund’s written investment objectives and policies; the Prospectus and Statement of Additional Information and written instructions, each as in effect from time to time; and you shall have no responsibility for actions taken in reliance on any such documents. You will use reasonable efforts to conform your conduct to, and will ensure that your management of manage the portion of the Fund’s assets allocated to you complies to comply with, the Investment Company Act and applicable provisions of the 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 19861940, as amended (the “CodeInvestment Advisers Act”), and all applicable rules and regulations thereunder, all other applicable federal and state laws and regulations, and with the provisions of the Fund’s Registration Statement Organizational Documents, as amended or supplemented under the Securities Act of 1933supplemented. AQR Capital Management, as amendedLLC EMBARK CAYMAN FUND I LTD JANUARY 17, and the Investment Company Act; provided that the Adviser shall retain its oversight responsibilities 2024 The Board has delegated to you discretionary authority to exercise voting rights with respect to all proxies solicited by or with respect to the issuers of securities and other investments in the portion of the assets of the Fund managed by you. You shall be responsible for the administration of the proxy voting process and exercise these voting rights or refrain from voting in accordance with your then-current proxy voting policy, procedures and/or guidelines, as provided to us from time to time and in accordance with your fiduciary responsibilities. The Adviser and the Fund acknowledge and agree that you may, in your sole discretion, engage a third-party proxy voting service in respect of the assets of the Fund allocated to you. You are authorized to instruct the Fund’s compliance with custodian(s) as necessary in order for you to receive proxies and shareholder communications relating to securities held in the foregoing lawsportion of the Fund’s assets managed by you. You will maintain appropriate records detailing your voting of proxies on behalf of the Fund and, rules upon the Adviser’s reasonable request, will provide a report setting forth the names of the issuers, proposals voted on, how the Fund’s shares were voted and regulationsyour resolution of any conflicts of interest. You will not be responsible for voting proxies if you or your designee have not received such proxies or related shareholder communications on a timely basis. You shall maintain written compliance policies and procedures that are reasonably designed to prevent violation by you and, in connection accordance with carrying out your duties to the Fund hereunder, the Fund requirements of applicable federal securities laws (as defined in Rule 38a-1 206(4)-7 under the Investment Company Advisers Act). You agree to provide the Trust Fund and the Adviser with such reports and certifications, provided that such reports and certifications relate only to your obligations hereunder, and with such access to your officers and employees that employees, in each case as the Trust Fund 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 at the time of purchase of any of the Fund’s policies, guidelines guidelines, or procedures and of any material violation of any applicable law or regulation, including the Investment Company Act and Subchapter M of the Code, regulation 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 thatgenerally, in each casesuch as when the violation could be considered material to your advisory clients. For the avoidance of doubt, could have a material adverse effect on if by reasons of market movements, corporate actions, contributions to or withdrawals from the portion of the Fund allocated to you, a change in the nature of any investment (whether through change in business activity or credit rating) or any applicable law, or other events outside your control, the provision Fund ceases to comply with such policies, guidelines, or procedures, you will undertake reasonable efforts to remedy the non-compliance as soon as practicable after you becomes aware of your services hereunderthe non-compliance. If remedied in accordance with this paragraph, or if the Adviser agrees in writing that you are not required to remedy all or part of the non-compliance, the non-compliance will not constitute a breach of this Agreement. You shall keep the Fund’s books and records to be maintained by you and and, upon reasonable request, shall timely furnish to the Adviser all the 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 upon request and without any charge to the Fund any of such records required to be maintained by you; provided, however, except that you (i) shall not be required to transfer any material that is not legally required to be maintained by or on behalf may retain copies of the Fund and that constitutes your proprietary information and analyses (except such documents as may be required by law applicable law. AQR Capital Management, LLC EMBARK CAYMAN FUND I LTD JANUARY 17, 2024 Upon reasonable request from the Adviser, you will reasonably assist the Fund in valuing securities or legal process); and (ii) other financial instruments of the Fund as may retain copies be requested from time to time by making available information of such records, which shall remain confidential as they relate you have knowledge related to the Trustsecurities or other financial instruments being valued. For the avoidance of doubt, your obligations hereunder are to assist the Adviser and Fund only, and under no circumstances shall you be responsible or liable for liabilities arising from the valuation or pricing of securities, instruments, or other assets of the Fund. You shall as soon as reasonably practicable provide the Fund and the Adviser with any information you receive regarding class action claims or any other legal matters involving any security or other financial instrument held in the Fund and shall cooperate with the Fund and the Adviser to the extent necessary for the Fund or the Adviser to pursue and/or participate in any such action or matter. You shall have no responsibility for filing claims on behalf of the Adviser or the Fund with respect to any such actions. Your responsibility with respect to such matters solely shall be to comply with the foregoing obligations specified in this paragraph. You shall not be responsible for the preparation or filing of any reports required of the Fund, Adviser, or the Adviser with respect to the Fund by any governmental or regulatory agency, except as expressly agreed to in writing. 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 make your officers and employees available to meet with the Trustees and the TrustFund’s Board of Directors or Adviser’s officers at least quarterly on due notice officers, upon reasonable request and reasonable 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. You will cooperate with the Fund’s independent public accountants and take all reasonable action in the performance of services and obligations under this Agreement to make available to such accountants the information regarding the Fund reasonably requested by such accountants relating to the scope of their audit. Nothing in this Agreement shall limit or restrict the right of any of your directors, officers and employees to engage in any other business or to devote his or her time and attention in part to the management or other aspects of any business, whether of a similar or a dissimilar nature, nor limit or restrict your right to engage in any other business or to render service of any kind to any other corporation, firm, individual or association. You may not delegate to any person, except as specifically prescribed in Section 4. The Adviser and the Trust understand and agree including to one or more companies that nothing contained in this Agreement shall be deemed to impose upon you any obligation to purchase control, are controlled by, or sellare under common control with, or to recommend for purchase or sale, for the Fund’s account any security or other asset that you or your specified employees or affiliates may purchase or sell for your or their own account or for the account of any other clientsuch companies, if in any of your sole discretion it is for any reason undesirable or impracticable to take such action or make such recommendation for duties under this Agreement without the Fund’s accountprior written consent of the Adviser.

Advisory Services. You will regularly provide the Fund with advice concerning the investment management of that portion of the Fund’s assets that are allocated to you, which advice shall be consistent with the investment objectives and policies 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 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 56, 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. You shall also exercise or direct the exercise of any privilege or right attaching to that portion of the Fund’s assets that are allocated to you, including corporate actions; provided, however that the Fund shall retain all power and authority to vote any proxies solicited by or with respect to the issuers of such assets. 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 applicable rules and regulations thereunder, the diversification 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 under the Securities Act of 1933, as amended, and the Investment Company Act; provided that the Adviser shall retain its oversight responsibilities with respect to the Fund’s compliance with the foregoing laws, rules and regulations. You shall maintain written compliance policies and procedures that you reasonably believe are adequate to ensure your compliance with the foregoing and that are reasonably designed to prevent violation by you and, in connection with carrying out your duties to the Fund hereunder, the Fund yourself from violating applicable provisions of applicable federal securities laws (as defined in Rule 38a-1 under and the Investment Company Advisers Act). 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 your breach of any material provision 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 thatgenerally, such as when, in each caseyour reasonable opinion, the violation could have a material adverse effect impact on the Fund or the provision of services you provide to your services hereunderadvisory clients. You shall keep the Fund’s books and records to be customarily maintained by you sub-advisers on behalf of their clients 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 3la-l 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, however, that you (i) shall not be required to transfer any material that is not legally required to be maintained by or on behalf of the Fund and that constitutes your proprietary information and analyses (except as may be required by law or legal process); and (ii) may retain copies of such records, which shall remain confidential as they relate to the Trust. 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 make your officers and employees available to meet with the Trustees and the Trust’s or Adviser’s officers at least quarterly on due provided that the Adviser has given you reasonable 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 directorspartners, officers and employees to engage in any other business or to devote his or her time and attention in part to the management or other aspects of any business, whether of a similar or a dissimilar nature, nor limit or restrict your right to engage in any other business or to render service of any kind to any other corporation, firm, individual or association, except as specifically prescribed in Section 4. The Adviser and If the Trust understand and agree that nothing contained Fund has a claim or potential claim in this Agreement shall be deemed to impose upon you any obligation to purchase or sellbankruptcy proceeding, class action securities litigation, or to recommend for purchase other litigation or saleproceeding affecting securities held in the Fund, for you will provide the Fund or its custodian with reasonable assistance in support of the Fund’s account pursuit of such claim while you manage the assets of the Fund. Notwithstanding anything else to the contrary in this Agreement, you shall not be required to file claims or take any security related actions on behalf of the Fund in regards to class action settlements related to securities currently or other asset that previously held in the Fund nor shall you or your employees or affiliates may purchase or sell for your or their own account or for the account of any other client, if in your sole discretion it is for any reason undesirable or impracticable be required to take such action or make such recommendation for assist the Fund’s accountcustodian in the evaluation, pursuit or settlement of such claims, but will provide all information reasonably requested by the Adviser or the Fund regarding the securities involved. You are hereby authorized to engage any of your affiliates to provide you with investment management or advisory and related services with respect to your performing your obligations under this Agreement. You shall remain liable to the Adviser for performance of your obligations under this Agreement and for the acts and omissions of such affiliates, and the Adviser shall not be responsible for any fees which any affiliate may charge to you in connection with such services.

Advisory Services. You will regularly provide the Fund with advice concerning the investment management of that portion of the Fund’s assets that are allocated to you, which advice shall be consistent with the investment objectives and policies of the Fund as set forth in the Fund’s Prospectus and Statement of Additional Information Information, as amended or supplemented, 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 and other financial instruments shall be purchased for such portion of the Fund’s assets, what securities and other financial instruments 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, as amended or supplemented, or any investment guidelines or other instructions received by you 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. You shall also exercise or direct the exercise of any privilege or right attaching to that portion at no time have custody of the Fund’s assets that are allocated to you, including corporate actions; provided, however that the Fund and shall retain all power and have no authority to vote deliver or pay securities or cash to yourself or any proxies solicited by or with respect to the issuers of such assetsthird party. The Adviser You shall provide you with written statements of have no responsibility for actions taken in reliance on the Declaration of Trust; the By-Laws; the Fund’s written investment objectives and policies; the Prospectus and Statement of Additional Information Information; and written instructions, each 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 of 1940, as amended (the “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 Prospectus and Statement of Additional Information, as amended or supplemented supplemented, under the Securities Act of 1933, as amended, and the Investment Company Act; . The Board has delegated to you discretionary authority to exercise voting rights with respect to all proxies solicited by or with respect to the issuers of securities and other investments in the portion of the assets of the Fund managed by you. You shall be responsible for the administration of the proxy voting process and exercise these voting rights or refrain from voting in accordance with your then-current proxy voting policy, procedures and/or guidelines, as provided that to us from time to time and based on the Adviser shall retain its oversight responsibilities best interests of the Fund’s shareholders. You are authorized to instruct the Fund’s custodian as necessary in order for you to receive proxies and shareholder communications relating to securities held in the portion of the Fund’s assets managed by you. You will maintain appropriate records detailing your voting of proxies on behalf of the Fund and, upon the Adviser’s reasonable request, will provide a report setting forth the names of the issuers, proposals voted on, how the Fund’s shares were voted and your resolution of any conflicts of interest. For the avoidance of doubt, you will not be responsible for filing Form N-PX or any other regulatory filings for the Fund in connection with your discretionary authority to the exercise of voting rights with respect to the Fund’s compliance with the foregoing laws. PANAGORA ASSET MANAGEMENT, rules and regulationsINC. HARBOR ALPHA LAYERING ETF JULY 30, 2025 You shall maintain written compliance policies and procedures that are reasonably designed to ensure the Fund’s compliance with the foregoing and to prevent violation by you and, in connection with carrying out your duties to yourself and the Fund hereunder, the Fund of from violating applicable federal securities laws (as defined in Rule 38a-1 under the Investment Company Act)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 as 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 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 that, in each case, if such violation could have a reasonably be considered material adverse effect on the Fund or the provision of to your services hereunderadvisory 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 upon request and without any charge to the Fund any of such records required to be maintained by you; provided, however, provided that you (i) shall not be required to transfer any material that is not legally required to be maintained by or on behalf may maintain a copy of the Fund and that constitutes your proprietary information and analyses (except such records as may be required by under applicable law and/or pursuant to your compliance policies and procedures. Upon reasonable request from the Adviser, you will reasonably assist the Valuation Committee of the Trust in valuing securities or legal process); and (ii) other financial instruments of the Fund as may retain copies be required from time to time, including making available information of such records, which shall remain confidential as they relate you have knowledge related to the Trustsecurities or other financial instruments being valued. In You will not be responsible for determining or ratifying the valuations of the securities or other assets of the Fund that are used by the Fund for purposes of determining its net asset value (“NAV”) and assessing compliance with applicable laws and regulations and the Fund’s policies and procedures that depend on such valuations or NAV determinations. You shall promptly provide the Trust and the Adviser with any information you receive regarding class action claims or any other legal matters involving any security or other financial instrument held in the Fund and shall cooperate with the Trust and the Adviser to the extent reasonably necessary for the Trust or the Adviser to pursue and/or participate in any such action or matter. For the avoidance of doubt, subject to the preceding sentence, you will not be responsible for advising or taking any action on such legal actions. Unless otherwise contemplated herein, 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 make your officers and employees available to meet with the Trustees and the Trust’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. You will cooperate with the Trust’s independent public accountants and take all reasonable action in the performance of services and obligations under this Agreement to PANAGORA ASSET MANAGEMENT, INC. HARBOR ALPHA LAYERING ETF JULY 30, 2025 assure that the information needed by such accountants is made available to them for the expression of their opinion without any qualification as to the scope of their audit, including, but not limited to, their opinion included in the Trust’s annual report under the Investment Company Act and annual amendment to the Trust’s registration statement under the Investment Company Act. Nothing in this Agreement shall limit or restrict the right of any of your directors, officers and employees to engage in any other business or to devote his or her time and attention in part to the management or other aspects of any business, whether of a similar or a dissimilar nature, nor limit or restrict your right to engage in any other business or to render service of any kind to any other corporation, firm, individual or association, except as specifically prescribed in Section 4. The Adviser paragraph 4 or as otherwise agreed upon in writing by you and the Trust understand and agree Adviser. You may not delegate to any person, including to one or more companies that nothing contained in this Agreement shall be deemed to impose upon you any obligation to purchase control, are controlled by, or sellare under common control with, or to recommend for purchase or sale, for the Fund’s account any security or other asset that you or your specified employees or affiliates may purchase or sell for your or their own account or for the account of any other clientsuch companies, if in any of your sole discretion it is for any reason undesirable or impracticable to take such action or make such recommendation for duties under this Agreement without the Fund’s accountprior written consent of the Adviser.

Advisory Services. You will regularly provide the Fund with advice concerning the investment management of that portion of the Fund’s assets that are allocated to you, which advice shall be consistent with the investment objectives and policies 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, including futures contracts and options thereon, in accordance with the Prospectus and Statement of Additional Information for the Fund. To implement your investment authority, you are authorized to: (i) open and maintain brokerage accounts for financial 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, including International Swap Dealer Association agreements. [Note: Does the Fund have its own ISDA Agreements? Does the Fund have any Collateral Control Agreements in place?] You shall also exercise may, using such of the securities and other property in the Fund’s portfolio as you deem necessary or desirable, direct the exercise of any privilege or right attaching custodian to that portion 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. You shall not be responsible for taking any action to vote proxies for publicly traded equity securities. Notwithstanding the foregoing, you may receive information concerning assets that are allocated to youheld by the Fund, including corporate actions; providedwithout limitation, however that conversion rights, subscription rights, warrants, options, pendency of calls, maturities of securities, expiration of rights, tender or exchange offers, or any other right or power requiring a discretionary decision by you. With respect to assets other than publicly traded equity securities, you shall, when in the Fund shall retain all power best interests of the Fund, exercise such rights and/or powers. Additionally, you may receive and authority to vote any proxies solicited by or take action with respect to debt restructurings, reorganizations, refinancings or similar events with respect to securities or loans held in the issuers of such assetsFund’s portfolio, and may receive and take action with respect to proxies for private equity securities. 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 provisions of the Fund’s Registration Statement as amended or supplemented under the Securities Act of 1933, as amended, and the Investment Company Act; provided that the Adviser shall retain its oversight responsibilities with respect to the Fund’s compliance with the foregoing laws, rules and regulations. 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 violation by you and, in connection with carrying out your duties to yourself and the Fund hereunder, the Fund of from violating applicable federal securities laws (as defined in Rule 38a-1 under the Investment Company Act)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 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 thatgenerally, in each case, such as when the violation could have a be considered material adverse effect on the Fund or the provision of to your services hereunderadvisory 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; provided, however, that you (i) shall not be required to transfer any material that is not legally required to be maintained by or on behalf of the Fund and that constitutes your proprietary information and analyses (except as may be required by law or legal process); and (ii) may retain copies of such records, which shall remain confidential as they relate a copy to the Trustextent required for regulatory recordkeeping purposes. 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 make your officers and employees available to meet with the Trustees and the Trust’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, officers and employees to engage in any other business or to devote his or her time and attention in part to the management or other aspects of any business, whether of a similar or a dissimilar nature, nor limit or restrict your right to engage in any other business or to render service of any kind to any other corporation, firm, individual or association, except as specifically prescribed in Section 4. The Adviser and the Trust understand and agree that nothing contained in this Agreement shall be deemed to impose upon you any obligation to purchase or sell, or to recommend for purchase or sale, for the Fund’s account any security or other asset that you or your employees or affiliates may purchase or sell for your or their own account or for the account of any other client, if in your sole discretion it is for any reason undesirable or impracticable to take such action or make such recommendation for the Fund’s account.

Advisory Services. You will regularly provide the Fund with advice concerning the investment management of that portion of the Fund’s assets that are allocated which the Board of Trustees determines to youallocate to you from time to time, which advice shall be consistent with the investment objectives and policies 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 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 assetssold, 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, Laws and the Investment Company Act and to the investment objectives, policies and restrictions (including, without limitation, the requirements of Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”) 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, 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. You shall also exercise or direct the exercise of any privilege or right attaching to that portion of the Fund’s assets that are allocated to you, including corporate actions; provided, however that the Fund shall retain all power and authority to vote any proxies solicited by or with respect to the issuers of such assets. 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 portfolio of the Fund 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, regulations and with the provisions of the Fund’s Registration Statement as amended or supplemented under the Securities Act of 1933, as amended, and the Investment Company Act; provided that the Adviser shall retain its oversight responsibilities with respect to the Fund’s compliance with the foregoing laws, rules and regulations. You shall maintain written compliance policies and procedures that are reasonably designed to prevent violation by you and, in connection with carrying out your duties to the Fund hereunder, the Fund of applicable federal securities laws (as defined in Rule 38a-1 under the Investment Company Act). 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 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 that, in each case, could have a material adverse effect on the Fund or the provision of your services hereunder. 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; provided, however, that you (i) shall not be required to transfer any material that is not legally required to be maintained by or on behalf of the Fund and that constitutes your proprietary information and analyses (except as may be required by law or legal process); and (ii) may retain copies of such records, which shall remain confidential as they relate to the Trust. 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 make your officers and employees available to meet with the Trustees and the Trust’s or Adviser’s officers and Trustees 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 the 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 to engage in any other business or to devote his or her time and attention in part to the management or other aspects of any business, whether of a similar or a dissimilar nature, nor limit or restrict your right to engage in any other business or to render service of any kind to any other corporation, firm, individual or association, except as specifically prescribed in Section 4. The Adviser and the Trust understand and agree that nothing contained in this Agreement shall be deemed to impose upon you any obligation to purchase or sell, or to recommend for purchase or sale, for the Fund’s account any security or other asset that you or your employees or affiliates may purchase or sell for your or their own account or for the account of any other client, if in your sole discretion it is for any reason undesirable or impracticable to take such action or make such recommendation for the Fund’s account. Nothing in this Agreement shall limit or restrict the right of any of your directors, officers and employees who may also be a trustee, officer or employee of the Trust to engage in any other business or to devote his or her time and attention in part to the management or other aspects of any business, whether of a similar or a dissimilar nature, nor limit or restrict your right to engage in any other business or to render service of any kind to any other corporation, firm, individual or association. The Board has delegated to you discretionary authority to exercise voting rights with respect to all proxies solicited by or with respect to the issuers of securities and other investments in the portion of the assets of the Fund managed by you. You shall be responsible for the administration of the proxy voting process and exercise these voting rights or refrain from voting in accordance with your then-current proxy voting policy, procedures and/or guidelines, as provided to us from time to time and based on the best interests of the Fund’s shareholders. You are authorized to instruct the Fund’s custodian as necessary in order for you to receive proxies and shareholder communications relating to securities held in the portion of the Fund’s assets managed by you. You will maintain appropriate records detailing your voting of proxies on behalf of the Fund and, upon the Adviser’s reasonable request, will provide a report setting forth the names of the issuers, proposals voted on, how the Fund’s shares were voted and your resolution of any conflicts of interest.

Advisory Services. You will regularly provide the Fund with advice concerning the investment management of that portion of the Fund’s assets that are allocated 's portfolio which the Board of Trustees determines to youallocate to you from time to time, which advice shall be consistent with the investment objectives objective and policies of the Fund as set forth in the Fund’s '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 shall be purchased for such portion of the Fund’s 's assets, what securities shall be held or sold by such portions of the Fund’s assetssold, and what portion of such assets shall be held uninvested, subject always to the provisions of the Trust’s 's Declaration of Trust and By-Laws, Laws and the Investment Company Act and to the investment objectivesobjective, policies and restrictions (including, without limitation, the requirements of Subchapter M of the Internal Revenue Code of 1986, as amended (the "Code") 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 '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 's assets for which you serve as sub-investment adviser. You shall also exercise or direct the exercise of any privilege or right attaching to that portion of the Fund’s assets that are allocated to you, including corporate actions; provided, however that the Fund shall retain all power and authority to vote any proxies solicited by or with respect to the issuers of such assets. The Adviser shall provide you with written statements of the Declaration of Trust; the By-Lawslaws; the Fund’s written investment objectives objective and policies; the Prospectus prospectus and Statement statement of Additional Information 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, in accordance with and will ensure that your management of the portion of the Fund’s assets portfolio of the Fund allocated to you complies with, conforms 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 of Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”), all other applicable federal and state laws and regulations, regulations and with the provisions of the Fund’s 's Registration Statement as amended or supplemented under the Securities Act of 1933, as amended, and the Investment Company Act; provided that the Adviser shall retain its oversight responsibilities with respect to the Fund’s compliance with the foregoing laws, rules and regulations. You shall maintain written compliance policies and procedures that are reasonably designed to prevent violation by you and, in connection with carrying out your duties to the Fund hereunder, the Fund of applicable federal securities laws (as defined in Rule 38a-1 under the Investment Company Act). 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 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 that, in each case, could have a material adverse effect on the Fund or the provision of your services hereunder. 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; provided, however, that you (i) shall not be required to transfer any material that is not legally required to be maintained by or on behalf of the Fund and that constitutes your proprietary information and analyses (except as may be required by law or legal process); and (ii) may retain copies of such records, which shall remain confidential as they relate to the Trust. 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 make your officers and employees available to meet with the Trust's officers and Trustees and the Trust’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 's assets allocated to you in the 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 a trustee, officer or employee of the Trust to engage in any other business or to devote his or her time and attention in part to the management or other aspects of any business, whether of a similar or a dissimilar nature, nor limit or restrict your right to engage in any other business or to render service of any kind to any other corporation, firm, individual or association, except as specifically prescribed in Section 4. The Adviser and the Trust understand and agree that nothing contained in this Agreement shall be deemed to impose upon you any obligation to purchase or sell, or to recommend for purchase or sale, for the Fund’s account any security or other asset that you or your employees or affiliates may purchase or sell for your or their own account or for the account of any other client, if in your sole discretion it is for any reason undesirable or impracticable to take such action or make such recommendation for the Fund’s account.

Advisory Services. You will regularly provide the Fund with advice concerning the investment management of that portion of the Fund’s assets that are allocated to you, which advice shall be consistent with the investment objectives and policies of the Fund Organizational Documents, as set forth in the Fund’s Prospectus and Statement of Additional Information amended or supplemented, and any investment guidelines or other instructions received in writing from the Adviser. The Board of Trustees Directors 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 and other financial instruments shall be purchased for such portion of the Fund’s assets, what securities and other financial instruments 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 effect, and other provisions of the Fund’s Prospectus and Statement of Additional InformationOrganizational Documents, as amended or supplemented, or any investment guidelines or other instructions received by you in writing from the Adviser, and subject, further, to such policies and instructions as the Board of Trustees Directors 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 and other financial instruments with brokers or dealers selected by you for that portion of the Fund’s assets for which you serve as sub-investment adviser. You shall also exercise or direct have no responsibility for actions taken in reliance on the exercise of any privilege or right attaching to that portion of the Fund’s assets that are allocated to you, including corporate actions; provided, however that the Fund shall retain all power and authority to vote any proxies solicited by or with respect to the issuers of such assets. The Adviser shall provide you with written statements of the Declaration of Trust; the By-LawsOrganizational Documents; the Fund’s written investment objectives and policies; the Prospectus and Statement of Additional Information and written instructions, each 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, with the Investment Company Act and Investment Advisers Act of 1940, as amended (the “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 Organizational Documents, as amended or supplemented under supplemented. You shall also ensure, in managing the Securities Act of 1933, as amended, Fund’s assets and the Investment Company Act; provided that the Adviser shall retain its oversight responsibilities with respect to the Harbor ETF’s investment in the Fund, that the Harbor ETF remains in compliance with all applicable requirements of the Investment Company Act of 1940, as amended (the “Investment Company Act”), and all rules and regulations thereunder and with the Internal Revenues Code of 1986, as amended. The Board has delegated to you discretionary authority to exercise voting rights with respect to all proxies solicited by or with respect to the issuers of securities and other investments in the portion of the assets of the Fund managed by you. You shall be responsible for the administration of the proxy voting process and exercise these voting rights or refrain from voting in accordance with your then-current proxy voting policy, procedures and/or guidelines, as provided to us from time to time and based on the best interests of the Fund’s compliance with shareholders. You are authorized to instruct the foregoing lawsFund’s custodian as necessary in order for you to receive proxies and shareholder communications relating to securities held in the portion of the Fund’s assets managed by you. You will maintain appropriate records detailing your voting of proxies on behalf of the Fund and, rules upon the Adviser’s reasonable request, will provide a report setting forth the names of the issuers, proposals voted on, how the Fund’s shares were voted and regulationsyour resolution of any conflicts of interest. You shall maintain written compliance policies and procedures that are reasonably designed to ensure the Fund’s compliance with the foregoing and to prevent violation by you and, in connection with carrying out your duties to yourself and the Fund hereunder, the Fund of from violating applicable federal securities laws (as defined in Rule 38a-1 under the Investment Company Act)laws. You agree to provide the Trust Fund and the Adviser with such reports and certifications and with such access to your officers and employees that as the Trust Fund 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 immediately upon detection of any material 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, regulation 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 thatgenerally, in each case, such as when the violation could have a be considered material adverse effect on the Fund or the provision of to your services hereunderadvisory clients. You shall keep the Fund’s records of trade activity and trade confirms and other books and records related to the services that you provide to the Fund required to be maintained kept by you pursuant to Rule 31a-1 under the Investment Company act and other applicable legal and regulatory requirements 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 upon request and without any charge to the Fund any of such records required to be maintained by you; provided. Upon reasonable request from the Adviser, however, that you (i) shall not be required to transfer any material that is not legally required to be maintained by will reasonably assist the Fund in valuing securities or on behalf other financial instruments of the Fund and that constitutes your proprietary information and analyses (except as may be required by law or legal process); and (ii) may retain copies from time to time, including making available information of such records, which shall remain confidential as they relate you have knowledge related to the Trustsecurities or other financial instruments being valued. You shall promptly provide the Fund and the Adviser with any information you receive regarding class action claims or any other legal matters involving any security or other financial instrument held in the Fund and shall cooperate with the Fund and the Adviser to the extent necessary for the Fund or the Adviser to pursue and/or participate in any such action or matter. 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 make your officers and employees available to meet with the Trustees and the TrustFund’s Board of Directors 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. You will cooperate with the Fund’s independent public accountants and take all reasonable action in the performance of services and obligations under this Agreement to assure that the information needed by such accountants is made available to them for the expression of their opinion without any qualification as to the scope of their audit. Nothing in this Agreement shall limit or restrict the right of any of your directors, officers and employees to engage in any other business or to devote his or her time and attention in part to the management or other aspects of any business, whether of a similar or a dissimilar nature, nor limit or restrict your right to engage in any other business or to render service of any kind to any other corporation, firm, individual or association, except as specifically prescribed in Section paragraph 4. The Adviser and the Trust understand and agree You may not delegate to any person, including to one or more companies that nothing contained in this Agreement shall be deemed to impose upon you any obligation to purchase control, are controlled by, or sellare under common control with, or to recommend for purchase or sale, for the Fund’s account any security or other asset that you or your specified employees or affiliates may purchase or sell for your or their own account or for the account of any other clientsuch companies, if in any of your sole discretion it is for any reason undesirable or impracticable to take such action or make such recommendation for duties under this Agreement without the Fund’s accountprior written consent of the Adviser.