Common use of Duties as Sub-Adviser Clause in Contracts

Duties as Sub-Adviser. (a) Subject to the supervision of the Trust's Board of Trustees ("Board") and Adviser, the Sub-Adviser will provide a continuous investment program for each Fund, including investment research and management, with respect to all or a portion of the securities and investments and cash equivalents of the Fund (the "Sub-Advised Assets"), such Sub-Advised Assets to be determined by the Adviser. The Sub-Adviser will determine from time to time what securities and other investments will be purchased, retained or sold with respect to the Sub-Advised Assets of each Fund, and the brokers and dealers through whom trades will be executed. (b) The Sub-Adviser agrees that, in placing orders with brokers and dealers, it will attempt to obtain the best net result in terms of price and execution. Consistent with this obligation, the Sub-Adviser may, in its discretion, purchase and sell portfolio securities from and to brokers and dealers who sell shares of the Funds or provide the Funds, Adviser's other clients, or Sub-Adviser's other clients with research, analysis, advice and similar services. The Sub-Adviser may pay to brokers and dealers, in return for such research and analysis, a higher commission or spread than may be charged by other brokers and dealers, subject to the Sub-Adviser determining in good faith that such commission or spread is reasonable in terms either of the particular transaction or of the overall responsibility of the Adviser and the Sub-Adviser to the Funds and their other clients and that the total commissions or spreads paid by each Fund will be reasonable in relation to the benefits to the Fund over the long term. In no instance will portfolio securities be purchased from or sold to the Sub-Adviser, or any affiliated person thereof, except in accordance with the applicable securities laws and the rules and regulations thereunder and any exemptive orders currently in effect. Whenever the Sub-Adviser simultaneously places orders to purchase or sell the same security on behalf of a Fund and one or more other accounts advised by the Sub-Adviser, such orders will be allocated as to price and amount among all such accounts in a manner believed to be equitable to each account. (c) The Sub-Adviser will maintain all required books and records with respect to the securities transactions of the Funds, and will furnish the Board and Adviser with such periodic and special reports as the Board or Adviser reasonably may request. Sub-Adviser hereby agrees that all records which it maintains for the Adviser are the property of the Adviser, and agrees to preserve for the periods prescribed by applicable law any records which it maintains for the Adviser and which are required to be maintained, and further agrees to surrender promptly to the Adviser any records which it maintains for the Adviser upon request by the Adviser.

Duties as Sub-Adviser. (a) Subject to the supervision of the TrustCompany's Board of Trustees ("Board") and Adviser, the Sub-Adviser will provide a continuous investment program for each Fund, including investment research and management, with respect to all or a portion of the securities and investments and cash equivalents of the Fund (the "Sub-Advised Assets"), such Sub-Advised Assets to be determined by the AdviserFund. The Sub-Adviser will determine from time to time what securities and other investments will be purchased, retained or sold with respect to the Sub-Advised Assets of by each Fund, and the brokers and dealers through whom trades will be executed. (b) The Sub-Adviser agrees that, in placing orders with brokers and dealers, it will attempt to obtain the best net result in terms of price and execution. Consistent with this obligation, the Sub-Adviser may, in its discretion, purchase and sell portfolio securities from and to brokers and dealers who sell shares of the Funds or provide the Funds, Adviser's other clients, or Sub-Adviser's other clients with research, analysis, advice and similar services. The Sub-Adviser may pay to brokers and dealers, in return for such research and analysis, a higher commission or spread than may be charged by other brokers and dealers, subject to the Sub-Adviser determining in good faith that such commission or spread is reasonable in terms either of the particular transaction or of the overall responsibility of the Adviser and the Sub-Adviser to the Funds and their other clients and that the total commissions or spreads paid by each Fund will be reasonable in relation to the benefits to the Fund over the long term. In no instance will portfolio securities be purchased from or sold to the Sub-Adviser, or any affiliated person thereof, except in accordance with the applicable federal securities laws and the rules and regulations thereunder and any exemptive orders currently in effect. Whenever the Sub-Adviser simultaneously places orders to purchase or sell the same security on behalf of a Fund and one or more other accounts advised by the Sub-Adviser, such orders will be allocated as to price and amount among all such accounts in a manner believed to be equitable to each account. (c) The Sub-Adviser will maintain all required books and records with respect to the securities transactions of the Funds, and will furnish the Board and Adviser with such periodic and special reports as the Board or Adviser reasonably may request. In compliance with the requirements of Rule 31a-3 under the 1940 Act, the Sub-Adviser hereby agrees that all records which it maintains for the Adviser Company are the property of the AdviserCompany, and agrees to preserve for the periods prescribed by applicable law Rule 31a-2 under the 1940 Act any records which it maintains for the Adviser Company and which are required to be maintainedmaintained by Rule 31a-1 under the 1940 Act, and further agrees to surrender promptly to the Adviser Company any records which it maintains for the Adviser Company upon request by the AdviserCompany.

Duties as Sub-Adviser. (a) Subject to the supervision of the Trust's Board of Trustees ("Board") and the Adviser, if and to the extent requested by the Adviser, each Sub-Adviser will shall provide a continuous investment program for all or a portion of the assets of each FundFund (with respect to each Sub-Adviser, its “Sub-Advised Assets”), including investment research and management, with respect to all or a portion of the securities and investments and cash equivalents of the Fund (Fund, in accordance with the "investment objective, policies, strategies and limitations of the Fund, as provided in the Trust’s registration statement, as currently in effect and amended from time to time. With respect to its Sub-Advised Assets"), such Sub-Advised Assets to be determined by the Adviser. The each Sub-Adviser will determine from time to time what securities and other investments will be purchased, retained or sold with respect to by each Fund, and, for any Fund for which the Sub-Advised Assets of each FundAdvisers are responsible for executing trades, and the brokers and dealers through whom trades will be executed. (b) The For any Fund, with respect to its Sub-Advised Assets, for which each Sub-Adviser is responsible for executing trades, each Sub-Adviser agrees that, in placing orders with brokers and dealers, it will attempt to obtain the best net result in terms of price and execution. Consistent with this obligation, the with respect to its Sub-Advised Assets, each Sub-Adviser may, in its discretion, purchase and sell portfolio securities from and to use brokers and or dealers who sell shares of the Funds or provide the Funds, the Adviser's ’s other clients, or the Sub-Adviser's ’s other clients with research, analysis, advice and similar services. The With respect to its Sub-Advised Assets, each Sub-Adviser may cause a Fund to pay to those brokers and dealers, dealers in return for such brokerage and research and analysisservices, a higher commission or spread than may be charged by other brokers and dealers, subject to the Sub-Adviser determining in good faith that such commission or spread is reasonable in terms either of the particular transaction or of the overall responsibility responsibilities of the Adviser and the Sub-Adviser to the Funds and their other clients a Fund and that the total commissions or spreads paid by each the Fund will be reasonable in relation to the benefits to the Fund over the long term. In no instance will portfolio securities be purchased from or sold to the Sub-AdviserAdviser(s), or any affiliated person thereof, except in accordance with the applicable federal securities laws and the rules and regulations thereunder and any exemptive orders currently in effect. Whenever With respect to its Sub-Advised Assets, on occasions when the Sub-Adviser simultaneously places orders to deems the purchase or sell the same security on behalf sale of a security to be in the best interests of the Fund and one or more as well as other accounts advised by clients, the Sub-AdviserAdviser may to the extent permitted by applicable laws and regulations, aggregate the securities to be sold or purchased in order to obtain best execution. In such event, orders will be allocated as to price and amount among all such accounts in a manner believed to be equitable to each account. With respect to its Sub-Advised Assets, each Sub-Adviser may buy or sell securities for a Fund and simultaneously sell or buy such securities for another client account. Subject to applicable legal and regulatory requirements and Trust procedures, the Sub-Adviser may effectuate cross transactions between the Fund and such other account if it deems this to be advantageous to both of the accounts involved. Each Sub-Adviser agrees that it shall not consult with any other sub-adviser engaged by the Adviser that is not a party to this Agreement, or each Sub-Adviser’s affiliates with respect to the securities transactions or other assets of the Fund or another sub-advised Fund, except to the extent permitted by certain exemptive rules under the 1940 Act that permit certain transactions with a sub-adviser or its affiliates. Notwithstanding the foregoing, each Sub-Adviser agrees that the Adviser shall have the right by written notice to identify securities that may not be purchased on behalf of a Fund and/or brokers or dealers through or with which portfolio transactions on behalf of the Fund may not be effected. Each Sub-Adviser shall refrain from purchasing such securities for the Fund or directing any portfolio transaction to any such broker or dealer on behalf of the Fund, unless and until the written approval of the Adviser or the Board, as the case may be, is obtained. (c) The Each Sub-Adviser will shall maintain all required books and records with respect to the securities transactions of the FundsSub-Advised Assets for any Fund for which the Sub-Adviser is responsible for executing trades, and will shall furnish the Board and Adviser with such periodic and special reports reports, balance sheets or financial information, and such other information with regard to its affairs as the Board or Adviser reasonably may request. Each Sub-Adviser shall also furnish to the Adviser any other information relating to the securities transactions of the Sub-Advised Assets that is required to be filed by the Adviser or the Trust with the U.S. Securities and Exchange Commission (“SEC”) or sent to shareholders pursuant to the federal securities laws or the rules thereunder. Each Sub-Adviser shall keep the Adviser informed of developments materially affecting a Fund or the Trust. The Adviser, the Trust’s officers and the Funds’ independent registered public accounting firm shall be permitted to inspect and audit such records pertaining to the Funds at reasonable times during regular business hours with advance notice. Each Sub-Adviser hereby agrees that all records which it maintains for the Adviser Trust are the property of the AdviserTrust, and agrees to preserve for the periods prescribed by applicable law any records which it maintains for the Adviser Trust and which are required to be maintained, and further agrees to surrender promptly to the Adviser Trust such records or to transfer said records to any records which it maintains for the Adviser successor sub-adviser upon request by the Trust. (d) Each Sub-Adviser shall make its officers and employees available to meet with the officers of the Adviser and the Trust and the Board, either in person or, at the mutual convenience of the Adviser, the Board and the Sub-Adviser, by telephone, on due notice to review a Fund’s investments. In addition, each Sub-Adviser shall, on each Sub-Adviser’s own initiative, and as reasonably requested by the Adviser, for itself and on behalf of the Trust, furnish to the Adviser from time to time whatever information the Adviser reasonably believes appropriate for this purpose. For any Fund for which a Sub-Adviser is responsible for executing trades, such Sub-Adviser, from time to time, shall furnish to the Adviser and Trust’s officers and to the Board, at such Sub-Adviser’s expense, reports on securities transactions and reports on issuers of securities held by a Fund, all in such detail as the Trust or the Adviser may reasonably request. In addition, with respect to its Sub-Advised Assets, each Sub-Adviser shall provide advice and assistance to the Adviser, as necessary, as to the determination of the value of securities held or to be acquired by a Fund for valuation purposes. (e) With respect to its Sub-Advised Assets, each Sub-Adviser shall provide to the Fund’s custodian each business day information relating to the Fund’s securities transactions. With respect to its Sub-Advised Assets, each Sub-Adviser shall provide sub-certifications, as reasonably requested by the Adviser or the Trust, in connection with the filings of Form N-CSR and Form N-Q. (f) As requested, each Sub-Adviser shall vote proxies with respect to securities held by the Fund in accordance with the guidelines established by the Sub-Adviser and approved by the Board. (g) Each Sub-Adviser is and shall, for all purposes herein provided, be deemed an independent contractor and, except as expressly provided herein or authorized in writing by the Adviser, no Sub-Adviser shall have authority to act for or represent the Funds or the Trust or otherwise be deemed an agent of the Fund, Trust or Adviser. Such designation of each Sub-Adviser as an independent contractor shall in no way limit each Sub-Adviser’s fiduciary duties under this Agreement.

Duties as Sub-Adviser. (a) Subject to the supervision and direction of the Trust's Board of Trustees ("Board") and of the Adviser, and all written guidelines adopted by the Trust or the Adviser that are provided to the Sub-Adviser, the Sub-Adviser will provide a continuous investment program for each Fundwith respect to the Fund Account, including investment research and management, with respect to management for all or a portion of the securities and investments and cash equivalents of in the Fund (the "Sub-Advised Assets"), such Sub-Advised Assets to be determined by the AdviserAccount. The Sub-Adviser will determine from time to time what securities and other investments in the Fund Account will be purchased, retained or sold by the Fund. The Sub-Adviser will be responsible for placing purchase and sell orders for investments and for other related transactions with respect to the Fund Account. The Sub-Advised Assets Adviser will provide services under this Contract in accordance with the Fund's investment objective, policies and restrictions and the description of each Fundits investment strategy and style, all as stated in the Trust's registration statement under the 1940 Act, and any amendments or supplements thereto ("Registration Statement") of which the brokers and dealers through whom trades will be executedSub-Adviser has notice. (b) The Sub-Adviser agrees that, in placing orders with brokers and dealersbrokers, it will attempt seek to obtain the best net result in terms of price and execution. Consistent with this obligation; provided that, on behalf of the Fund, the Sub-Adviser may, in its discretion, purchase and sell portfolio securities from and to use brokers and dealers who sell shares (including brokers that may be affiliates of the Funds or Sub-Adviser to the extent permitted by Section 3(c) hereof) who provide the Funds, Adviser's other clients, or Sub-Adviser's other clients Adviser with research, analysis, advice and similar services. The services to execute portfolio transactions, and the Sub-Adviser may pay to those brokers and dealers, in return for such brokerage and research and analysis, services a higher commission or spread than may be charged by other brokers and dealersbrokers, subject to the Sub-Adviser Adviser's determining in good faith that such commission or spread is reasonable in terms either of the particular transaction or of the overall responsibility of the Adviser and the Sub-Adviser to the Funds Fund and their its other clients and that the total commissions or spreads paid by each the Fund will be reasonable in relation to the benefits to the Fund over the long term. In no instance will portfolio securities be purchased from or sold to the Sub-Adviser, or any affiliated person thereof, except in accordance with the applicable federal securities laws and the rules and regulations thereunder and any exemptive orders currently in effectthereunder. Whenever the Sub-Adviser simultaneously places orders to purchase or sell the same security on behalf of a the Fund and one or more other accounts advised by the Sub-Adviser, such the orders will be allocated as to price and amount among all such accounts in a manner believed to be equitable over time to each account. The Adviser recognizes that in some cases this procedure may adversely affect the results obtained for the Fund. (c) The Sub-Adviser will not execute without the prior written approval of the Adviser any portfolio transactions for the Fund Account with a broker which is (i) an affiliated person of the Trust, including the Adviser or any Sub-Adviser for any Fund of the Trust; (ii) a principal underwriter of the Fund's shares; or (iii) an affiliated person of such an affiliated person or principal underwriter. The Adviser agrees that it will provide the Sub-Adviser with a list of such brokers and dealers and will, from time to time, update such list as necessary. (d) The Sub-Adviser will maintain all required books and records required to be maintained pursuant to the 1940 Act and the rules and regulations promulgated thereunder with respect to actions by the securities transactions Sub-Adviser on behalf of the FundsFund, and will furnish the Board and the Adviser with such periodic and special reports as the Board or the Adviser reasonably may request. In compliance with the requirements of Rule 31a-3 under the 1940 Act, the Sub-Adviser hereby agrees that all records which that it maintains for the Adviser Fund are the property of the AdviserTrust, and agrees to preserve for the periods prescribed by applicable law Rule 31a-2 under the 1940 Act any records which that it maintains for the Adviser Trust and which that are required to be maintainedmaintained by Rule 31a-1 under the 1940 Act, and further agrees to surrender promptly to the Adviser Trust a complete set of any records which that it maintains for the Adviser Fund upon request by the Trust. (e) All transactions will be consummated by payment to or delivery by the custodian designated by the Trust (the "Custodian"), or such depositories or agents as may be designated by the Custodian in writing, of all cash and/or securities due to or from the Fund Account, and the Sub-Adviser shall not have possession or custody thereof. The Sub-Adviser shall advise the Custodian and confirm in writing to the Trust and to the Adviser or any other designated agent of the Fund all investment orders for the Fund Account placed by it with brokers and dealers at the time and in the manner set forth in Rule 31a-1 under the 1940 Act. For purposes of the foregoing sentence, communication to the Custodian via DTC is acceptable. The Trust shall issue to the Custodian such instructions as may be appropriate in connection with the settlement of any transaction initiated by the Sub-Adviser. The Trust shall be responsible for all custodial arrangements and the payment of all custodial charges and fees, and upon giving proper instructions to the Custodian, the Sub-Adviser shall have no responsibility or liability with respect to custodial arrangements or the acts, omissions or other conduct of the Custodian, except that it shall be the responsibility of the Sub-Adviser to communicate it to the Adviser if the Custodian fails to confirm in writing proper execution of the instructions. (f) At such times as shall be reasonably requested by the Board or the Adviser, the Sub-Adviser will provide the Board and the Adviser with economic and investment analyses and reports as well as quarterly reports setting forth the performance of the Fund Account and make available to the Board and Adviser any economic, statistical and investment services that the Sub-Adviser normally makes available to its institutional or other customers. (g) In accordance with procedures adopted by the Board, as amended from time to time, the Sub-Adviser is responsible for assisting in the fair valuation of all its portfolio securities and will use its reasonable effort to arrange for the provision of valuation information or a price (s) from a party(ies) independent of the Sub-Adviser for each portfolio security for which the custodian does not obtain prices in the ordinary course of business from an automated pricing service.

Duties as Sub-Adviser. (a) Subject to the supervision and direction of the Trust's Board of Trustees ("Board") and of the Adviser, and all written guidelines adopted by the Trust or the Adviser that are provided to the Sub-Adviser, the Sub-Adviser will provide a continuous investment program for each Fundwith respect to the Fund Account, including investment research and management, with respect to management for all or a portion of the securities and investments and cash equivalents of in the Fund (the "Sub-Advised Assets"), such Sub-Advised Assets to be determined by the AdviserAccount. The Sub-Adviser will determine from time to time what securities and other investments in the Fund Account will be purchased, retained or sold by the Fund. The Sub-Adviser will be responsible for placing purchase and sell orders for investments and for other related transactions with respect to the Fund Account. The Sub-Advised Assets Adviser will provide services under this Contract in accordance with the Fund's investment objective, policies and restrictions and the description of each Fundits investment strategy and style, all as stated in the Trust's registration statement under the 1940 Act, and any amendments or supplements thereto ("Registration Statement") of which the brokers and dealers through whom trades will be executedSub-Adviser has notice. (b) The Sub-Adviser agrees that, in placing orders with brokers and dealersbrokers, it will attempt seek to obtain the best net result in terms of price and execution. Consistent with this obligation; provided that, on behalf of the Fund, the Sub-Adviser may, in its discretion, purchase and sell portfolio securities from and to use brokers and dealers who sell shares (including brokers that may be affiliates of the Funds or Sub-Adviser to the extent permitted by Section 3(c) hereof) who provide the Funds, Adviser's other clients, or Sub-Adviser's other clients Adviser with research, analysis, advice and similar services. The services to execute portfolio transactions, and the Sub-Adviser may pay to those brokers and dealers, in return for such brokerage and research and analysis, services a higher commission or spread than may be charged by other brokers and dealersbrokers, subject to the Sub-Adviser Adviser's determining in good faith that such commission or spread is reasonable in terms either of the particular transaction or of the overall responsibility of the Adviser and the Sub-Adviser to the Funds Fund and their its other clients and that the total commissions or spreads paid by each the Fund will be reasonable in relation to the benefits to the Fund over the long term. In no instance will portfolio securities be purchased from or sold to the Sub-Adviser, or any affiliated person thereof, except in accordance with the applicable federal securities laws and the rules and regulations thereunder and any exemptive orders currently in effectthereunder. Whenever the Sub-Adviser simultaneously places orders to purchase or sell the same security on behalf of a the Fund and one or more other accounts advised by the Sub-Adviser, such the orders will be allocated as to price and amount among all such accounts in a manner believed to be equitable over time to each account. The Adviser recognizes that in some cases this procedure may adversely affect the results obtained for the Fund. (c) The Sub-Adviser will not execute without the prior written approval of the Adviser any portfolio transactions for the Fund Account with a broker which is (i) an affiliated person of the Trust, including the Adviser or any Sub-Adviser for any Fund of the Trust; (ii) a principal underwriter of the Fund's shares; or (iii) an affiliated person of such an affiliated person or principal underwriter. The Adviser agrees that it will provide the Sub-Adviser with a list of such brokers and dealers and will, from time to time, update such list as necessary. (d) The Sub-Adviser will maintain all required books and records required to be maintained pursuant to the 1940 Act and the rules and regulations promulgated thereunder with respect to actions by the securities transactions Sub-Adviser on behalf of the FundsFund, and will furnish the Board and the Adviser with such periodic and special reports as the Board or the Adviser reasonably may request. In compliance with the requirements of Rule 31a-3 under the 1940 Act, the Sub-Adviser hereby agrees that all records which that it maintains for the Adviser Fund are the property of the AdviserTrust, and agrees to preserve for the periods prescribed by applicable law Rule 31a-2 under the 1940 Act any records which that it maintains for the Adviser Trust and which that are required to be maintainedmaintained by Rule 31a-1 under the 1940 Act, and further agrees to surrender promptly to the Adviser Trust a complete set of any records which that it maintains for the Adviser Fund upon request by the Trust. (e) All transactions will be consummated by payment to or delivery by the custodian designated by the Trust (the "Custodian"), or such depositories or agents as may be designated by the Custodian in writing, of all cash and/or securities due to or from the Fund Account, and the Sub-Adviser shall not have possession or custody thereof. The Sub-Adviser shall advise the Custodian and confirm in writing to the Trust and to the Adviser or any other designated agent of the Fund all investment orders for the Fund Account placed by it with brokers and dealers at the time and in the manner set forth in Rule 31a-1 under the 1940 Act. For purposes of the foregoing sentence, communication to the Custodian via DTC is acceptable. The Trust shall issue to the Custodian such instructions as may be appropriate in connection with the settlement of any transaction initiated by the Sub-Adviser. The Trust shall be responsible for all custodial arrangements and the payment of all custodial charges and fees, and, upon giving proper instructions to the Custodian, the Sub-Adviser shall have no responsibility or liability with respect to custodial arrangements or the acts, omissions or other conduct of the Custodian, except that it shall be the responsibility of the Sub-Adviser to communicate it to the Adviser if the Custodian fails to confirm in writing proper execution of the instructions. (f) At such times as shall be reasonably requested by the Board or the Adviser, the Sub-Adviser will provide the Board and the Adviser with economic and investment analyses and reports as well as quarterly reports setting forth the performance of the Fund Account and make available to the Board and Adviser any economic, statistical and investment services that the Sub-Adviser normally makes available to its institutional or other customers. (g) In accordance with procedures adopted by the Board, as amended from time to time, the Sub-Adviser is responsible for assisting in the fair valuation of all portfolio securities and will use its reasonable efforts to arrange for the provision of valuation information or a price(s) from a party(ies) independent of the Sub-Adviser for each portfolio security for which the custodian does not obtain prices in the ordinary course of business from an automated pricing service.

Duties as Sub-Adviser. (a) Subject to the supervision of the TrustCompany's Board of Trustees ("Board") and Adviser, the Sub-Adviser will provide a continuous investment program for each Fund, including investment research and management, with respect to all or a portion of the securities and investments and cash equivalents of the Fund (the "Sub-Advised Assets"), such Sub-Advised Assets to be determined by the AdviserFund. The Sub-Adviser will determine from time to time what securities and other investments will be purchased, retained or sold with respect to the Sub-Advised Assets of each Fund, and the brokers and dealers through whom trades will be executed. (b) The Sub-Adviser agrees that, in placing orders with brokers and dealersbrokers, it will attempt to obtain the best net result in terms of price and execution. Consistent with this obligation, the Sub-Adviser may, in its discretion, purchase and sell portfolio securities from and to brokers and dealers who sell shares of the Funds or provide the Funds, Adviser's other clients, or Sub-Adviser's other clients with research, analysis, advice and similar services. The Sub-Adviser may pay to brokers and dealers, in return for such research and analysis, a higher commission or spread than may be charged by other brokers and dealers, subject to the Sub-Adviser Adviser's determining in good faith that such commission or spread is reasonable in terms either of the particular transaction or of the overall responsibility of the Adviser and the Sub-Adviser to the Funds and their other clients and that the total commissions or spreads paid by each Fund will be reasonable in relation to the benefits to the Fund over the long term. In no instance will portfolio securities be purchased from or sold to the Sub-Adviser, or any affiliated person thereof, except in accordance with the applicable federal securities laws and the rules and regulations thereunder and any exemptive orders currently in effect. Whenever the Sub-Adviser simultaneously places orders to purchase or sell the same security on behalf of a Fund and one or more other accounts advised by the Sub-Adviser, such orders will be allocated as to price and amount among all such accounts in a manner believed to be equitable to each account. The Company recognizes that in some cases this procedure may adversely affect the results attained for each Fund. (c) The Sub-Adviser will maintain all required books and records with respect to the securities transactions of the Funds, and will furnish the Board and Adviser with such periodic and special reports as the Board or Adviser reasonably may request. In compliance with the requirements of Rule 31a-3 under the 1940 Act, the Sub-Adviser hereby agrees that all records which it maintains for the Adviser Company are the property of the AdviserCompany, and agrees to preserve for the periods prescribed by applicable law Rule 31a-2 under the 1940 Act any records which it maintains for the Adviser Company and which are required to be maintainedmaintained by Rule 31a-1 under the 1940 Act, and further agrees to surrender promptly to the Adviser Company any records which it maintains for the Adviser Company upon request by the AdviserCompany.

Duties as Sub-Adviser. (a) Subject to the supervision of the Trust's Board of Trustees ("Board") and the Adviser, if and to the extent requested by the Adviser, each Sub-Adviser will shall provide a continuous investment program for all or a portion of the assets of each FundFund (with respect to each Sub-Adviser, its “Sub-Advised Assets”), including investment research and management, with respect to all or a portion of the securities and investments and cash equivalents of the Fund (Fund, in accordance with the "investment objective, policies, strategies and limitations of the Fund, as provided in the Trust’s registration statement, as currently in effect and amended from time to time. With respect to its Sub-Advised Assets"), such Sub-Advised Assets to be determined by the Adviser. The each Sub-Adviser will determine from time to time what securities and other investments will be purchased, retained or sold with respect to by each Fund, and, for any Fund for which the Sub-Advised Assets of each FundAdvisers are responsible for executing trades, and the brokers and dealers through whom trades will be executed. (b) The For any Fund, with respect to its Sub-Advised Assets, for which each Sub-Adviser is responsible for executing trades, each Sub-Adviser agrees that, in placing orders with brokers and dealers, it will attempt to obtain the best net result in terms of price and execution. Consistent with this obligation, the with respect to its Sub-Advised Assets, each Sub-Adviser may, in its discretion, purchase and sell portfolio securities from and to use brokers and or dealers who sell shares of the Funds or provide the Funds, the Adviser's ’s other clients, or the Sub-Adviser's ’s other clients with research, analysis, advice and similar services. The With respect to its Sub-Advised Assets, each Sub-Adviser may cause a Fund to pay to those brokers and dealers, dealers in return for such brokerage and research and analysisservices, a higher commission or spread than may be charged by other brokers and dealers, subject to the Sub-Adviser determining in good faith that such commission or spread is reasonable in terms either of the particular transaction or of the overall responsibility responsibilities of the Adviser and the Sub-Adviser to the Funds and their other clients a Fund and that the total commissions or spreads paid by each the Fund will be reasonable in relation to the benefits to the Fund over the long term. In no instance will portfolio securities be purchased from or sold to the Sub-AdviserAdviser(s), or any affiliated person thereof, except in accordance with the applicable federal securities laws and the rules and regulations thereunder and any exemptive orders currently in effect. Whenever With respect to its Sub-Advised Assets, on occasions when the Sub-Adviser simultaneously places orders to deems the purchase or sell the same security on behalf sale of a security to be in the best interests of the Fund and one or more as well as other accounts advised by clients, the Sub-AdviserAdviser may to the extent permitted by applicable laws and regulations, aggregate the securities to be sold or purchased in order to obtain best execution. In such event, orders will be allocated as to price and amount among all such accounts in a manner believed to be equitable to each account. With respect to its Sub-Advised Assets, each Sub-Adviser may buy or sell securities for a Fund and simultaneously sell or buy such securities for another client account. Subject to applicable legal and regulatory requirements and Trust procedures, the Sub-Adviser may effectuate cross transactions between the Fund and such other account if it deems this to be advantageous to both of the accounts involved. Each Sub-Adviser agrees that it shall not consult with any other sub-adviser engaged by the Adviser that is not a party to this Agreement, or each Sub-Adviser’s affiliates with respect to the securities transactions or other assets of the Fund or another sub-advised Fund, except to the extent permitted by certain exemptive rules under the 1940 Act that permit certain transactions with a sub-adviser or its affiliates. Notwithstanding the foregoing, each Sub-Adviser agrees that the Adviser shall have the right by written notice to identify securities that may not be purchased on behalf of a Fund and/or brokers or dealers through or with which portfolio transactions on behalf of the Fund may not be effected. Each Sub-Adviser shall refrain from purchasing such securities for the Fund or directing any portfolio transaction to any such broker or dealer on behalf of the Fund, unless and until the written approval of the Adviser or the Board, as the case may be, is obtained. (c) The Each Sub-Adviser will shall maintain all required books and records with respect to the securities transactions of the FundsSub-Advised Assets for any Fund for which the Sub-Adviser is responsible for executing trades, and will shall furnish the Board and Adviser with such periodic and special reports reports, balance sheets or financial information, and such other information with regard to its affairs as the Board or Adviser reasonably may request. Each Sub-Adviser shall also furnish to the Adviser any other information relating to the securities transactions of the Sub-Advised Assets that is required to be filed by the Adviser or the Trust with the U.S. Securities and Exchange Commission (“SEC”) or sent to shareholders pursuant to the federal securities laws or the rules thereunder. Each Sub-Adviser shall keep the Adviser informed of developments materially affecting a Fund or the Trust. The Adviser, the Trust’s officers and the Funds’ independent registered public accounting firm shall be permitted to inspect and audit such records pertaining to the Funds at reasonable times during regular business hours with advance notice. Each Sub-Adviser hereby agrees that all records which it maintains for the Adviser Trust are the property of the AdviserTrust, and agrees to preserve for the periods prescribed by applicable law any records which it maintains for the Adviser Trust and which are required to be maintained, and further agrees to surrender promptly to the Adviser Trust such records or to transfer said records to any records which it maintains for the Adviser successor sub-adviser upon request by the Trust. (d) Each Sub-Adviser shall make its officers and employees available to meet with the officers of the Adviser and the Trust and the Board, either in person or, at the mutual convenience of the Adviser, the Board and the Sub-Adviser, by telephone, on due notice to review a Fund’s investments. In addition, each Sub-Adviser shall, on each Sub-Adviser’s own initiative, and as reasonably requested by the Adviser, for itself and on behalf of the Trust, furnish to the Adviser from time to time whatever information the Adviser reasonably believes appropriate for this purpose. For any Fund for which a Sub-Adviser is responsible for executing trades, such Sub-Adviser, from time to time, shall furnish to the Adviser and Trust’s officers and to the Board, at such Sub-Adviser’s expense, reports on securities transactions and reports on issuers of securities held by a Fund, all in such detail as the Trust or the Adviser may reasonably request. In addition, with respect to its Sub-Advised Assets, each Sub-Adviser shall provide advice and assistance to the Adviser, as necessary, as to the determination of the value of securities held or to be acquired by a Fund for valuation purposes. (e) With respect to its Sub-Advised Assets, each Sub-Adviser shall provide to the Fund’s custodian each business day information relating to the Fund’s securities transactions. With respect to its Sub-Advised Assets, each Sub-Adviser shall provide sub-certifications, as reasonably requested by the Adviser or the Trust, in connection with the filings of Form N-CSR or Form N-Q. (f) As requested, each Sub-Adviser shall vote proxies with respect to securities held by the Fund in accordance with the guidelines established by the Sub-Adviser and approved by the Board. (g) Each Sub-Adviser is and shall, for all purposes herein provided, be deemed an independent contractor and, except as expressly provided herein or authorized in writing by the Adviser, no Sub-Adviser shall have authority to act for or represent the Funds or the Trust or otherwise be deemed an agent of the Fund, Trust or Adviser. Such designation of each Sub-Adviser as an independent contractor shall in no way limit each Sub-Adviser’s fiduciary duties under this Agreement.

Duties as Sub-Adviser. (a) Subject to the supervision of the Trust's ’s Board of Trustees ("“Board"”) and Adviser, the Sub-Adviser will provide a continuous investment program for each Fund, including investment research and management, with respect to all or a portion of the securities and investments and cash equivalents of the Fund (the "“Sub-Advised Assets"”), such Sub-Advised Assets to be determined by the Adviser. The Sub-Adviser will determine from time to time what securities and other investments will be purchased, retained or sold with respect to the Sub-Advised Assets of each Fund, and the brokers and dealers through whom trades will be executed. (b) The Sub-Adviser agrees that, in placing orders with brokers and dealers, it will attempt to obtain the best net result in terms of price and execution. Consistent with this obligation, the Sub-Adviser may, in its discretion, purchase and sell portfolio securities from and to brokers and dealers who sell shares of the Funds or provide the Funds, Adviser's ’s other clients, or Sub-Adviser's ’s other clients with research, analysis, advice and similar services. The Sub-Adviser may pay to brokers and dealers, in return for such research and analysis, a higher commission or spread than may be charged by other brokers and dealers, subject to the Sub-Adviser determining in good faith that such commission or spread is reasonable in terms either of the particular transaction or of the overall responsibility of the Adviser and the Sub-Adviser to the Funds and their other clients and that the total commissions or spreads paid by each Fund will be reasonable in relation to the benefits to the Fund over the long term. In no instance will portfolio securities be purchased from or sold to the Sub-Adviser, or any affiliated person thereof, except in accordance with the applicable securities laws and the rules and regulations thereunder and any exemptive orders currently in effect. Whenever the Sub-Adviser simultaneously places orders to purchase or sell the same security on behalf of a Fund and one or more other accounts advised by the Sub-Adviser, such orders will be allocated as to price and amount among all such accounts in a manner believed to be equitable to each account. (c) The Sub-Adviser will maintain all required books and records with respect to the securities transactions of the Funds, and will furnish the Board and Adviser with such periodic and special reports as the Board or Adviser reasonably may request. Sub-Adviser hereby agrees that all records which it maintains for the Adviser are the property of the Adviser, and agrees to preserve for the periods prescribed by applicable law any records which it maintains for the Adviser and which are required to be maintained, and further agrees to surrender promptly to the Adviser any records which it maintains for the Adviser upon request by the Adviser.

Duties as Sub-Adviser. (a) Subject to the supervision and direction of the Trust's Board of Trustees ("Board") and of the Adviser, and all written guidelines adopted by the Trust or the Adviser that are provided to the Sub-Adviser, the Sub-Adviser will provide a continuous investment program for each Fundwith respect to the Fund Account, including investment research and management, with respect to management for all or a portion of the securities and investments and cash equivalents of in the Fund (the "Sub-Advised Assets"), such Sub-Advised Assets to be determined by the AdviserAccount. The Sub-Adviser will determine from time to time what securities and other investments in the Fund Account will be purchased, retained or sold by the Fund. The Sub-Adviser will be responsible for placing purchase and sell orders for investments and for other related transactions with respect to the Fund Account. The Sub-Advised Assets Adviser will provide services under this Contract in accordance with the Fund's investment objective, policies and restrictions and the description of each Fundits investment strategy and style, all as stated in the Trust's registration statement under the 1940 Act, and any amendments or supplements thereto ("Registration Statement") of which the brokers and dealers through whom trades will be executedSub-Adviser has notice. The Sub-Adviser shall not consult with any other sub-adviser of the Fund concerning transactions for the Fund in securities or other assets. (b) The Sub-Adviser agrees that, in placing orders with brokers and dealersbrokers, it will attempt seek to obtain the best net result in terms of price and execution. Consistent with this obligation; provided that, on behalf of the Fund, the Sub-Adviser may, in its discretion, purchase and sell portfolio securities from and to use brokers and dealers who sell shares (including brokers that may be affiliates of the Funds or Sub-Adviser to the extent permitted by Section 3(c) hereof) who provide the Funds, Adviser's other clients, or Sub-Adviser's other clients Adviser with research, analysis, advice and similar services. The services to execute portfolio transactions, and the Sub-Adviser may pay to those brokers and dealers, in return for such brokerage and research and analysis, services a higher commission or spread than may be charged by other brokers and dealersbrokers, subject to the Sub-Adviser Adviser's determining in good faith that such commission or spread is reasonable in terms either of the particular transaction or of the overall responsibility of the Adviser and the Sub-Adviser to the Funds Fund and their its other clients and that the total commissions or spreads paid by each the Fund will be reasonable in relation to the benefits to the Fund over the long term. In no instance will portfolio securities be purchased from or sold to the Sub-Adviser, or any affiliated person thereof, except in accordance with the applicable federal securities laws and the rules and regulations thereunder and any exemptive orders currently in effectthereunder. Whenever the Sub-Adviser simultaneously places orders to purchase or sell the same security on behalf of a the Fund and one or more other accounts advised by the Sub-Adviser, such the orders will be allocated as to price and amount among all such accounts in a manner believed to be equitable over time to each account. The Adviser recognizes that in some cases this procedure may adversely affect the results obtained for the Fund. (c) The Sub-Adviser will not execute without the prior written approval of the Adviser any portfolio transactions for the Fund Account with a broker which is (i) an affiliated person of the Trust, including the Adviser or any Sub-Adviser for any Fund of the Trust; (ii) a principal underwriter of the Fund's shares; or (iii) an affiliated person of such an affiliated person or principal underwriter. The Adviser agrees that it will provide the Sub-Adviser with a list of such brokers and dealers and will, from time to time, update such list as necessary. (d) The Sub-Adviser will maintain all required books and records required to be maintained pursuant to the 1940 Act and the rules and regulations promulgated thereunder with respect to actions by the securities transactions Sub-Adviser on behalf of the FundsFund, and will furnish the Board and the Adviser with such periodic and special reports as the Board or the Adviser reasonably may request. In compliance with the requirements of Rule 31a-3 under the 1940 Act, the Sub-Adviser hereby agrees that all records which that it maintains for the Adviser Fund are the property of the AdviserTrust, and agrees to preserve for the periods prescribed by applicable law Rule 31a-2 under the 1940 Act any records which that it maintains for the Adviser Trust and which that are required to be maintainedmaintained by Rule 31a-1 under the 1940 Act, and further agrees to surrender promptly to the Adviser Trust a complete set of any records which that it maintains for the Adviser Fund upon request by the Trust. (e) All transactions will be consummated by payment to or delivery by the custodian designated by the Trust (the "Custodian"), or such depositories or agents as may be designated by the Custodian in writing, of all cash and/or securities due to or from the Fund Account, and the Sub-Adviser shall not have possession or custody thereof. The Sub-Adviser shall advise the Custodian and confirm in writing to the Trust and to the Adviser or any other designated agent of the Fund all investment orders for the Fund Account placed by it with brokers and dealers at the time and in the manner set forth in Rule 31a-1 under the 1940 Act. For purposes of the foregoing sentence, communication to the Custodian via DTC is acceptable. The Trust shall issue to the Custodian such instructions as may be appropriate in connection with the settlement of any transaction initiated by the Sub-Adviser. The Trust shall be responsible for all custodial arrangements and the payment of all custodial charges and fees, and, upon giving proper instructions to the Custodian, the Sub-Adviser shall have no responsibility or liability with respect to custodial arrangements or the acts, omissions or other conduct of the Custodian, except that it shall be the responsibility of the Sub-Adviser to communicate it to the Adviser if the Custodian fails to confirm in writing proper execution of the instructions. (f) At such times as shall be reasonably requested by the Board or the Adviser, the Sub-Adviser will provide the Board and the Adviser with economic and investment analyses and reports as well as quarterly reports setting forth the performance of the Fund Account and make available to the Board and Adviser any economic, statistical and investment services that the Sub-Adviser normally makes available to its institutional or other customers. (g) In accordance with procedures adopted by the Board, as amended from time to time, the Sub-Adviser is responsible for assisting in the fair valuation of all portfolio securities and will use its reasonable efforts to arrange for the provision of valuation information or a price(s) from a party(ies) independent of the Sub-Adviser for each portfolio security for which the custodian does not obtain prices in the ordinary course of business from an automated pricing service.

Duties as Sub-Adviser. (a) Subject to the supervision and direction of the Trust's Board of Trustees ("Board") and Adviserreview by ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, and any written guidelines adopted by the Board or ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, the Sub-Adviser will provide a continuous investment program for each the Fund, including investment research and management, management with respect to all or a portion of the securities and investments and cash equivalents of in the Fund (the "Sub-Advised Assets"), such Sub-Advised Assets to be determined by the AdviserFund. The Sub-Adviser will determine from time to time what securities and other investments will be purchased, retained or sold with respect to by the Fund. The Sub-Advised Assets of each Adviser will be responsible for placing purchase and sell orders for investments and for other related transactions. The Sub-Adviser will provide services under this Contract in accordance with the Fund's investment objective, policies and restrictions as stated in the Trust's currently effective registration statement under the 1940 Act, and the brokers and dealers through whom trades will be executedany amendments or supplements thereto ("Registration Statement"). (b) The Sub-Adviser agrees that, in placing orders with brokers and dealersbrokers, it will attempt to obtain the best net result in terms of price and execution. Consistent with this obligation; provided that, on behalf of the Fund, the Sub-Adviser may, in its discretion, purchase and sell portfolio securities from and to use brokers and dealers who sell shares of the Funds or provide the Funds, Adviser's other clients, or Sub-Adviser's other clients Adviser with research, analysis, advice and similar services. The services to execute portfolio transactions, and the Sub-Adviser may pay to those brokers and dealers, in return for such brokerage and research and analysis, services a higher commission or spread than may be charged by other brokers and dealersbrokers, subject to the Sub-Adviser Adviser's determining in good faith that such commission or spread is reasonable in terms either of the particular transaction or of the overall responsibility of the Adviser and the Sub-Adviser to the Funds Fund and their its other clients and that the total commissions or spreads paid by each the Fund will be reasonable in relation to the benefits to the Fund over the long term. In no instance will portfolio securities be purchased from or sold to the Sub-Adviser, or any affiliated person thereof, except in accordance with the applicable federal securities laws and the rules and regulations thereunder thereunder. The Sub-Adviser may aggregate sales and any exemptive purchase orders currently in effectwith respect to the assets of the Fund with similar orders being made simultaneously for other accounts advised by the Sub-Adviser or its affiliates. Whenever the Sub-Adviser simultaneously places orders to purchase or sell the same security on behalf of a the Fund and one or more other accounts advised by the Sub-Adviser, such the orders will be allocated as to price and amount among all such accounts in a manner believed to be equitable over time to each account. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ recognizes that in some cases this procedure may adversely affect the results obtained for the Fund. (c) The Sub-Adviser will maintain all required books and records required to be maintained pursuant to the 1940 Act and the rules and regulations promulgated thereunder with respect to actions by the securities transactions Sub-Adviser on behalf of the FundsFund, and will furnish the Board and Adviser ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ with such periodic and special reports as the Board or Adviser ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ reasonably may request. In compliance with the requirements of Rule 31a-3 under the 1940 Act, the Sub-Adviser hereby agrees that all records which that it maintains for the Adviser Fund are the property of the AdviserTrust, and agrees to preserve for the periods prescribed by applicable law Rule 31a-2 under the 1940 Act any records which that it maintains for the Adviser Trust and which that are required to be maintainedmaintained by Rule 31a-1 under the 1940 Act, and further agrees to surrender promptly to the Adviser Trust any records which that it maintains for the Adviser Fund upon request by the AdviserTrust. (d) At such times as shall be reasonably requested by the Board or ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, the Sub-Adviser will provide the Board and ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ with economic and investment analyses and reports as well as quarterly reports setting forth the performance of the international segment of the Fund's investments and make available to the Board and ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ any economic, statistical and investment services that the Sub-Adviser normally makes available to its institutional or other customers. (e) In accordance with procedures adopted by the Board, as amended from time to time, the Sub-Adviser is responsible for assisting in the fair valuation of all portfolio securities and will use its reasonable efforts to arrange for the provision of a price(s) from a party(ies) independent of the Sub-Adviser for each portfolio security for which the custodian does not obtain prices in the ordinary course of business from an automated pricing service.

Duties as Sub-Adviser. (a) Subject to the supervision and direction of the Trust's ’s Board of Trustees ("“Board"”) and of the Adviser, and all written guidelines adopted by the Trust or the Adviser that are provided to the Sub-Adviser, the Sub-Adviser will provide a continuous investment program for each Fundwith respect to the Fund Account, including investment research and management, with respect to management for all or a portion of the securities and investments and cash equivalents of in the Fund (the "Sub-Advised Assets"), such Sub-Advised Assets to be determined by the AdviserAccount. The Sub-Adviser will determine from time to time what securities and other investments in the Fund Account will be purchased, retained or sold by the Fund. The Sub-Adviser will be responsible for placing purchase and sell orders for investments and for other related transactions with respect to the Fund Account. The Sub-Advised Assets Adviser will provide services under this Contract in accordance with the Fund’s investment objective, policies and restrictions and the description of each Fundits investment strategy and style, all as stated in the Trust’s registration statement under the 1940 Act, and any amendments or supplements thereto (“Registration Statement”) of which the brokers and dealers through whom trades will be executedSub-Adviser has notice. The Sub-Adviser shall not consult with any other sub-adviser of the Fund concerning transactions for the Fund in securities or other assets. (b) The Sub-Adviser agrees that, in placing orders with brokers and dealersbrokers, it will attempt seek to obtain the best net result in terms of price and execution. Consistent with this obligation; provided that, on behalf of the Fund, the Sub-Adviser may, in its discretion, purchase and sell portfolio securities from and to use brokers and dealers who sell shares (including brokers that may be affiliates of the Funds or Sub-Adviser to the extent permitted by Section 3(c) hereof) who provide the Funds, Adviser's other clients, or Sub-Adviser's other clients Adviser with research, analysis, advice and similar services. The services to execute portfolio transactions, and the Sub-Adviser may pay to those brokers and dealers, in return for such brokerage and research and analysis, services a higher commission or spread than may be charged by other brokers and dealersbrokers, subject to the Sub-Adviser Adviser’s determining in good faith that such commission or spread is reasonable in terms either of the particular transaction or of the overall responsibility of the Adviser and the Sub-Adviser to the Funds Fund and their its other clients and that the total commissions or spreads paid by each the Fund will be reasonable in relation to the benefits to the Fund over the long term. In no instance will portfolio securities be purchased from or sold to the Sub-Adviser, or any affiliated person thereof, except in accordance with the applicable federal securities laws and the rules and regulations thereunder and any exemptive orders currently in effectthereunder. Whenever the Sub-Adviser simultaneously places orders to purchase or sell the same security on behalf of a the Fund and one or more other accounts advised by the Sub-Adviser, such the orders will be allocated as to price and amount among all such accounts in a manner believed to be equitable over time to each account. The Adviser recognizes that in some cases this procedure may adversely affect the results obtained for the Fund. (c) The Sub-Adviser will not execute without the prior written approval of the Adviser any portfolio transactions for the Fund Account with a broker which is (i) an affiliated person of the Trust, including the Adviser or any Sub-Adviser for any Fund of the Trust; (ii) a principal underwriter of the Fund's shares; or (iii) an affiliated person of such an affiliated person or principal underwriter. The Adviser agrees that it will provide the Sub-Adviser with a list of such brokers and dealers and will, from time to time, update such list as necessary. (d) The Sub-Adviser will maintain all required books and records required to be maintained pursuant to the 1940 Act and the rules and regulations promulgated thereunder with respect to actions by the securities transactions Sub-Adviser on behalf of the FundsFund, and will furnish the Board and the Adviser with such periodic and special reports as the Board or the Adviser reasonably may request. In compliance with the requirements of Rule 31a-3 under the 1940 Act, the Sub-Adviser hereby agrees that all records which that it maintains for the Adviser Fund are the property of the AdviserTrust, and agrees to preserve for the periods prescribed by applicable law Rule 31a-2 under the 1940 Act any records which that it maintains for the Adviser Trust and which that are required to be maintainedmaintained by Rule 31a-1 under the 1940 Act, and further agrees to surrender promptly to the Adviser Trust a complete set of any records which that it maintains for the Adviser Fund upon request by the Trust. (e) All transactions will be consummated by payment to or delivery by the custodian designated by the Trust (the “Custodian”), or such depositories or agents as may be designated by the Custodian in writing, of all cash and/or securities due to or from the Fund Account, and the Sub-Adviser shall not have possession or custody thereof. The Sub-Adviser shall advise the Custodian and confirm in writing to the Trust and to the Adviser or any other designated agent of the Fund all investment orders for the Fund Account placed by it with brokers and dealers at the time and in the manner set forth in Rule 31a-1 under the 1940 Act. For purposes of the foregoing sentence, communication to the Custodian via DTC is acceptable. The Trust shall issue to the Custodian such instructions as may be appropriate in connection with the settlement of any transaction initiated by the Sub-Adviser. The Trust shall be responsible for all custodial arrangements and the payment of all custodial charges and fees, and, upon giving proper instructions to the Custodian, the Sub-Adviser shall have no responsibility or liability with respect to custodial arrangements or the acts, omissions or other conduct of the Custodian, except that it shall be the responsibility of the Sub-Adviser to communicate it to the Adviser if the Custodian fails to confirm in writing proper execution of the instructions. (f) At such times as shall be reasonably requested by the Board or the Adviser, the Sub-Adviser will provide the Board and the Adviser with economic and investment analyses and reports as well as quarterly reports setting forth the performance of the Fund Account and make available to the Board and Adviser any economic, statistical and investment services that the Sub-Adviser normally makes available to its institutional or other customers. (g) In accordance with procedures adopted by the Board, as amended from time to time, the Sub-Adviser is responsible for assisting in the fair valuation of all portfolio securities and will use its reasonable efforts to arrange for the provision of valuation information or a price(s) from a party(ies) independent of the Sub-Adviser for each portfolio security for which the custodian does not obtain prices in the ordinary course of business from an automated pricing service.

Duties as Sub-Adviser. (a) Subject to the supervision of the Trust's Board of Trustees ("Board") and Adviser, the Sub-Adviser will provide a continuous investment program for each Fund, including investment research and management, with respect to all or a portion of the securities and investments and cash equivalents of the Fund (the "Sub-Advised Assets"), such Sub-Advised Assets to be determined by the Adviser. The Sub-Adviser will determine from time to time what securities and other investments will be purchased, retained or sold with respect to the Sub-Advised Assets of each Fund, and the brokers and dealers through whom trades will be executed. (b) The Sub-Adviser agrees that, in placing orders with brokers and dealers, it will attempt to obtain the best net result in terms of price and execution. Consistent with this obligation, the Sub-Adviser may, in its discretion, purchase and sell portfolio securities from and to brokers and dealers who sell shares of the Funds or provide the Funds, Adviser's other clients, or Sub-Adviser's other clients with research, analysis, advice and similar services. The Sub-Adviser may pay to brokers and dealers, in return for such research and analysis, a higher commission or spread than may be charged by other brokers and dealers, subject to the Sub-Adviser determining in good faith that such commission or spread is reasonable in terms either of the particular transaction or of the overall responsibility of the Adviser and the Sub-Adviser to the Funds and their other clients and that the total commissions or spreads paid by each Fund will be reasonable in relation to the benefits to the Fund over the long term. In no instance will portfolio securities be purchased from or sold to the Sub-Adviser, or any affiliated person thereof, except in accordance with the applicable securities laws and the rules and regulations thereunder and any exemptive orders currently in effect. Whenever the Sub-Adviser simultaneously places orders to purchase or sell the same security on behalf of a Fund and one or more other accounts advised by the Sub-Adviser, such orders will be allocated as to price and amount among all such accounts in a manner believed to be equitable to each account. (c) The Sub-Adviser will maintain all required books and records with respect to the securities transactions of the Funds, and will furnish the Board and Adviser with such periodic and special reports as the Board or Adviser reasonably may request. Sub-Adviser hereby agrees that all records which it maintains for the Adviser are the a▇▇ ▇▇▇ property of the Adviser, and agrees to preserve for the periods prescribed by applicable law any records which it maintains for the Adviser and which are required to be maintained, and further agrees to surrender promptly to the Adviser any records which it maintains for the Adviser upon request by the Adviser.

Duties as Sub-Adviser. (a) Subject to the supervision of and any guidelines adopted by the Trust's Board of Trustees (the "Board") and Adviser), the Sub-Adviser will provide a continuous investment program for each Fundthe Portfolio, including investment research and management, with respect to all or a portion of the securities and investments and cash equivalents of the Fund (the "Sub-Advised Assets"), such Sub-Advised Assets to be determined by the Adviser. The Sub-Adviser will determine from time to time what securities and other investments will be purchased, retained or sold with respect to by the Portfolio. The Sub-Advised Assets of each Fund, and the brokers and dealers through whom trades Adviser will be executedresponsible for placing purchase and sell orders for investments and for other related transactions. The Sub-Adviser will provide services under this Agreement in accordance with the Portfolio's investment objective, policies and restrictions as stated in the Portfolio's Registration Statement. (b) The Sub-Adviser agrees that, in placing orders with brokers and dealersbrokers, it will attempt to obtain the best net result in terms of price and execution. Consistent with this obligation; provided that, on behalf of the Portfolio, the Sub-Adviser may, in its discretion, purchase and sell portfolio securities from and to use brokers and dealers who sell shares of the Funds or provide the Funds, Adviser's other clients, or Sub-Adviser's other clients Adviser with research, analysis, advice and similar services. The services to execute portfolio transactions, and the Sub-Adviser may pay to those brokers and dealers, in return for such brokerage and research and analysis, services a higher commission or spread than may be charged by other brokers and dealersbrokers, subject to the Sub-Adviser Adviser's determining in good faith that such commission or spread is reasonable in terms either of the particular transaction or of the overall responsibility of the Adviser and the Sub-Adviser to the Funds Portfolio and their its other clients and that the total commissions or spreads paid by each Fund the Portfolio will be reasonable in relation to the benefits to the Fund Portfolio over the long term. In no instance will portfolio securities be purchased from or sold to the Sub-Adviser, or any affiliated person thereof, except in accordance with the applicable federal securities laws and the rules and regulations thereunder thereunder. The Sub-Adviser may aggregate sales and any exemptive purchase orders currently in effectof the assets of the Portfolio with similar orders being made simultaneously for other accounts advised by the Sub-Adviser or its affiliates. Whenever the Sub-Adviser simultaneously places orders to purchase or sell the same security on behalf of a Fund the Portfolio and one or more other accounts advised by the Sub-Adviser, such the orders will be allocated as to price and amount among all such accounts in a manner believed to be equitable over time to each account. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ recognizes that in some cases this procedure may adversely affect the results obtained for the Portfolio. (c) The Sub-Adviser will maintain all required books and records required to be maintained by the Sub-Adviser pursuant to the 1940 Act and the rules and regulations promulgated thereunder with respect to transactions by the securities transactions Sub-Adviser on behalf of the FundsPortfolio, and will furnish the Board and Adviser ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ with such periodic and special reports as the Board or Adviser ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ reasonably may request. In compliance with the requirements of Rule 31a-3 under the 1940 Act, the Sub-Adviser hereby agrees that all records which it maintains for the Adviser Portfolio are the property of the AdviserTrust, and agrees to preserve for the periods prescribed by applicable law Rule 31a-2 under the 1940 Act any records which it maintains for the Adviser Portfolio and which are required to be maintainedmaintained by Rule 31a-1 under the 1940 Act, and further agrees to surrender promptly to the Adviser Trust any records which it maintains for the Adviser Portfolio upon request by the Trust. (d) At such times as shall be reasonably requested by the Board or ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, the Sub-Adviser will provide the Board and ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ with economic and investment analyses and reports as well as quarterly reports setting forth the Portfolio's performance and make available to the Board and ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ any economic, statistical and investment services normally available to institutional or other customers of the Sub-Adviser. (e) In accordance with procedures adopted by the Board, as amended from time to time, the Sub-Adviser is responsible for assisting in the fair valuation of all portfolio securities and will use its reasonable efforts to arrange for the provision of a price(s) from a party(ies) independent of the Sub-Adviser for each portfolio security for which the custodian does not obtain prices in the ordinary course of business from an automated pricing service.

Duties as Sub-Adviser. (a) Subject to the supervision of the TrustFund's Board of Trustees ("Board") and Adviser, the Sub-Adviser will provide a continuous investment program for each the Fund, including investment research and management, with respect to all or a portion of the securities and investments and cash equivalents of the Fund (the "Sub-Advised Assets"), such Sub-Advised Assets to be determined by the AdviserFund. The Sub-Adviser will determine from time to time what securities and other investments will be purchased, retained or sold with respect to by the Sub-Advised Assets of each Fund, and the brokers and dealers through whom trades will be executed. (b) The Sub-Adviser agrees that, in placing orders with brokers and dealers, it will attempt to obtain the best net result results in terms of price and execution. Consistent with this obligation, the Sub-Adviser may, in its discretion, purchase and sell portfolio securities from and to brokers and dealers who sell shares of the Funds or provide the FundsFund's, Adviser's other clients's, or Sub-Adviser's other clients with research, analysis, advice and similar services. The Sub-Adviser may pay to brokers and dealerspay, in return for such research and analysis, a higher commission or spread than may be charged by other brokers and dealers, subject to the Sub-Adviser Adviser's determining in good faith that such commission or spread is reasonable in terms either of the particular transaction or of the overall responsibility of the Adviser and the Sub-Adviser to the Funds Fund and their its other clients and that the total commissions or spreads paid by each the Fund will be reasonable in relation to the benefits to the Fund over the long term. In no instance will portfolio securities be purchased from or sold to the Sub-Adviser, or any affiliated person thereof, except in accordance with the applicable federal securities laws and the rules and regulations thereunder and any exemptive orders currently in effect. Whenever the Sub-Adviser simultaneously places orders to purchase or sell the same security on behalf of a the Fund and one or more other accounts advised by the Sub-Adviser, such orders will be allocated as to price and amount among all such accounts in a manner believed to be equitable to each account. The Fund recognizes that in some cases this procedure may adversely affect the results obtained for the Fund. (c) The Sub-Adviser will maintain all required books and records with respect to the securities transactions of the FundsFund, and will furnish the Board and Adviser with such periodic and special reports as the Board or Adviser reasonably may request. In compliance with the requirements of Rule 31a-3 under the 1940 Act, the Sub-Adviser hereby agrees that all records which it maintains for the Adviser Fund are the property of the AdviserFund, and agrees to preserve for the periods prescribed by applicable law Rule 31a-2 under the 1940 Act any records which it maintains for the Adviser Fund and which are required to be maintainedmaintained by Rule 31a-1 under the 1940 Act, and further agrees to surrender promptly to the Adviser Fund any records which it maintains for the Adviser Fund upon request by the AdviserFund.

Duties as Sub-Adviser. (a) Subject to the supervision and direction of the Trust's Board and of Trustees ("Board") the Adviser, including all written guidelines, policies and procedures adopted by the Trust or the Adviser that are applicable and provided to the Sub-Adviser, as listed on Schedule B, as such Schedule B may be amended from time to time, the Sub-Adviser will will: (i) provide a continuous investment program for each Fund, including investment research and management, with respect to all or a portion of the securities and investments and cash equivalents of the Fund Account; (the "Sub-Advised Assets"), such Sub-Advised Assets to be determined by the Adviser. The Sub-Adviser will ii) determine from time to time what securities and other investments in the Fund Account will be purchased, retained or sold by the Fund; and (iii) be responsible for placing purchase and sell orders for investments and for other related transactions with respect to the Fund Account. The Sub-Advised Assets Adviser will provide services under this Agreement in accordance with the Fund’s investment objective, policies and restrictions and the description of each its investment strategy and style, all as stated in the Trust’s registration statement under the 1940 Act, and any amendments or supplements thereto (“Registration Statement”) of which the Sub-Adviser has written notice. The Sub-Adviser is authorized on behalf of the Fund Account to enter into and execute any documents required to effect transactions with respect to the Fund Account, provided that such transactions are in accord with the 1940 Act, the Registration Statement, and all written guidelines, policies and procedures adopted by the Trust or the Adviser that are provided to the Sub-Adviser. Notwithstanding the foregoing or anything else contained in this Agreement, Sub-Adviser shall not be required to comply with any requirements related to a Registration Statement, policy, guideline, procedure or instruction of the Trust or Adviser nor any amendment to, or any requirements related to new policies, procedures or guidelines of the Trust or Adviser, unless Sub-Adviser is notified in writing and is given a reasonable amount of time to implement such requirements and such requirements do not cause Sub-Adviser to breach any legal, tax or regulatory requirement applicable to Sub-Adviser or the Fund. In addition, the Sub-Adviser is 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”) and perform such functions as it considers reasonable, necessary or convenient in order to carry out the purposes of this Agreement. The Trust understands it and the Fund will be bound by the terms of agreements executed by the Sub-Adviser on a Fund’s behalf to the same extent as if the Trust or the Fund had executed such agreement directly. With respect to any futures or cleared swaps agreements entered into by the Sub-Adviser on behalf of the Fund’s account, a Broker is prohibited by applicable rules and regulations from limiting the Fund’s liabilities under futures and cleared swaps agreements entered into for the Fund to assets managed by the Sub-Adviser. The Broker has the right to apply margin held in the Fund’s account with the Broker to satisfy any margin deficiencies or financial obligations arising out of the Fund’s other futures or cleared swaps accounts maintained by such Broker (the “Broker Recourse Right”). 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 brokers 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 Broker including any debit balances, losses or other amounts due as a result of the Sub-Adviser’s trading on the Fund’s behalf, including commissions. The Sub-Adviser may establish accounts in the name of the Fund and dealers place orders for the execution of transactions in accordance with the Fund’s investment policies and objectives with or through whom trades will any Broker that Sub-Adviser may select in its own discretion and without notice to the Adviser or the Fund. Such Brokers are authorized to act on instructions from the Sub-Adviser, 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 the Fund and to instruct the receipt or delivery of securities or property on behalf of the Fund. Brokers may rely on instructions from the Sub-Adviser until they have received written notice of the Adviser’s or Fund’s revocation, provided, however, that such revocation shall not be effective with respect to open positions or outstanding orders submitted by Sub-Adviser but not yet executed. In order to meet margin or collateral requirements for futures, forwards, other derivative instruments or prime brokerage agreements, the Sub-Adviser may direct payments of cash, cash equivalents, and securities and other property into segregated accounts or FCM accounts established hereunder as the Sub-Adviser deems desirable or appropriate, provided that Sub-Adviser’s actions are in accordance with the terms of this Agreement, the 1940 Act and the rules and regulations thereunder. (b) In accordance with the Fund’s investment policies described in the Registration Statement, the Sub-Adviser is responsible for avoiding investment of Fund Account assets in the securities issued by any company that is publicly recognized, as determined by GuideStone Financial Resources of the Southern Baptist Convention (“GuideStone Financial Resources”), as being in the alcohol, tobacco, gambling, pornography or abortion industries, or any company whose products, services or activities are publicly recognized, as determined by GuideStone Financial Resources, as being incompatible with the moral and ethical posture of GuideStone Financial Resources. The Adviser shall provide in writing to the Sub-Adviser a list of such prohibited companies, which the Adviser in its sole discretion will amend or supplement from time to time. Such list, and subsequent amendments thereto, shall be sent by Adviser via email to ▇▇▇▇▇▇▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇.▇▇▇, or as Sub-Adviser may direct in writing in the future. The Adviser will provide the Sub-Adviser with such amendments or supplements on a timely basis, and any such changes shall become effective upon receipt by the Sub-Adviser and shall be implemented by Sub-Adviser within a reasonably practicable period of time following such receipt in accordance with the requirements of this section. If the Sub-Adviser has a question about whether any proposed transaction with respect to the Fund Account would be in compliance with such investment policies, it may consult with the Adviser during normal business hours, and the Adviser will provide instructions upon which the Sub-Adviser may rely in purchasing and selling securities for the Fund Account. (c) The Sub-Adviser will select brokers and dealers to effect all portfolio transactions for the Fund Account subject to the conditions set forth herein. The Sub-Adviser will place all necessary orders with brokers, dealers or issuers, and will negotiate brokerage commissions, if applicable. The Sub-Adviser agrees that, in placing orders with brokers and dealers, it will attempt seek to obtain the best net result in terms of price and execution. Consistent execution in accordance with Sub-Adviser’s best execution policy, considering all of the circumstances, and shall maintain records adequate to demonstrate compliance with this obligationrequirement; provided that, on behalf of the Fund, and in compliance with Section 28(e) of the Securities Exchange Act of 1934 (“1934 Act”), the Sub-Adviser may, in its discretion, purchase and sell portfolio securities from and to use brokers and dealers who sell shares (including brokers and dealers that may be affiliated persons of the Funds or Sub-Adviser to the extent permitted herein) who provide the Funds, Adviser's other clients, or Sub-Adviser's other clients Adviser with research, analysis, advice and similar services. The services to execute portfolio transactions, and the Sub-Adviser may pay to those brokers and dealers, dealers in return for such brokerage and research and analysis, services a higher commission or spread than may be charged by other brokers and dealers, subject to the Sub-Adviser Adviser’s determining in good faith that such commission or spread is reasonable in terms either of the particular transaction or of the overall responsibility of the Adviser and the Sub-Adviser to the Funds Fund and their its other clients and that the total commissions or spreads paid by each the Fund will be reasonable in relation to the benefits to the Fund over the long term. In no instance The Fund or the Adviser will portfolio securities be purchased from inform the Sub-Adviser that transactions effected through certain broker-dealers will help generate resources to pay the costs of certain expenses that the Trust is required to pay or sold for which the Trust is required to arrange payment (i.e., directed brokerage/commission recapture programs). The Sub-Adviser understands and agrees that the Fund prefers, subject to the Sub-Adviser’s duty to seek best execution and the Sub-Adviser’s sole discretion, that Sub-Adviser execute trades through those broker-dealers. For the avoidance of doubt, the Sub-Adviser shall be under no obligation to execute any trades through those broker-dealers. The Sub-Adviser agrees to provide the Adviser with reports or any affiliated person thereofother information regarding brokerage and benefits received therefrom, except upon the Adviser’s reasonable request. On occasions when the Sub-Adviser deems the purchase or sale of a security to be in accordance with the best interest of the Fund as well as other clients of the Sub-Adviser, the Sub-Adviser, to the extent permitted by applicable securities laws and regulations, may, but shall be under no obligation to, aggregate the rules securities to be purchased or sold to attempt to obtain a more favorable price or lower brokerage commissions and regulations thereunder and any exemptive orders currently in effectefficient execution. Whenever the Sub-Adviser simultaneously places orders to purchase or sell the same security on behalf of a the Fund Account and one or more other accounts advised by the Sub-Adviser, such the orders will be allocated as to price and amount among all such accounts in a manner believed the Sub-Adviser reasonably believes to be equitable over time and consistent with its fiduciary obligations to each client account. (cd) Except as permitted by applicable law, rule or regulation (including, but not limited to, Sections 10 and 17 of the 1940 Act and Section 206 of the Investment Advisers Act of 1940, as amended (“Advisers Act”), and the respective rules and regulations promulgated thereunder), including by exemptive order granted by the U.S. Securities and Exchange Commission (“SEC”), SEC interpretive release, and/or SEC staff no-action letter or other written guidance, the Sub-Adviser shall not, on behalf of the Fund Account, enter into any transaction wherein: (i) during the existence of any underwriting or selling syndicate, an affiliated person of the Trust, or any affiliated person of such an affiliated person, acts as a principal underwriter; (ii) an affiliated person of or principal underwriter for the Trust, or any affiliated person of such an affiliated person or principal underwriter, acts as principal; or (iii) an affiliated person of the Trust, or any affiliated person of such an affiliated person, acts as agent or broker. If the Sub-Adviser enters into any of the permissible affiliated transactions contemplated above, the Sub-Adviser shall comply with the Trust’s policies and procedures, as provided to the Sub-Adviser, in so doing. The Sub-Adviser acknowledges that, upon entering into this Agreement, it is an “investment adviser” of the Trust within the meaning of Section 2(a)(20)(B) of the 1940 Act, and therefore an “affiliated person” of the Trust within the meaning of Section 2(a)(3)(E) of the 1940 Act. The Sub-Adviser agrees that it will upon request provide the Adviser with a written list of its affiliated persons, indicating which of those affiliated persons are brokers, and will update such list from time to time, as necessary. The Adviser agrees that it will upon request provide Sub-Adviser with a written list of affiliates of the Trust’s affiliated persons (excluding the Fund’s sub-advisers) and principal underwriter, and their affiliated persons, so that Sub-Adviser is able to appropriately comply with the provisions of this section, and Adviser will update such list from time to time as necessary. (e) In furnishing services hereunder, to the extent prohibited by, or necessary to comply with, the 1940 Act, the Sub-Adviser will not consult with any other sub-adviser to the Fund, any other series of the Trust, or any other investment company under common control with the Trust concerning transactions of the Fund in securities or other assets. For the avoidance of doubt, the foregoing restriction will not be deemed to prohibit the Sub-Adviser from consulting with: (i) any of its affiliated persons concerning transactions in securities or other assets; (ii) any of the other covered sub-advisers concerning compliance with paragraphs (a) and (b) of Rule 12d3-1 under the 1940 Act; or (iii) any successor sub-adviser of the Fund in order to effect an orderly transition of sub-advisory duties, so long as such consultations do not concern transactions prohibited by Section 17(a) of the 1940 Act. (f) The Sub-Adviser will maintain all required books and records required to be maintained pursuant to the 1940 Act and the rules and regulations promulgated thereunder and any other applicable legal provisions, including the Advisers Act, the 1934 Act, the Commodity Exchange Act of 1936, as amended (“CEA”), and the rules and regulations adopted thereunder from time to time, with respect to actions by the securities transactions Sub-Adviser on behalf of the FundsFund, and will furnish the Board and Board, the Adviser or the Fund’s administrator (“Administrator”) with such periodic and special reports as the Board or Adviser any of them reasonably may request. In compliance with the requirements of Rule 31a-3 under the 1940 Act, the Sub-Adviser hereby agrees that all records which that it maintains for the Adviser Fund are the property of the AdviserTrust, and agrees to preserve for the periods prescribed by applicable law Rule 31a-2 under the 1940 Act any records which that it maintains for the Adviser Trust and which that are required to be maintainedmaintained by Rule 31a-1 under the 1940 Act, and further agrees to surrender promptly to the Adviser Trust a complete set of any records which that it maintains for the Adviser Fund upon request by the Trust. The Sub-Adviser shall comply with the confidentiality requirements of Section 14 hereof and shall not otherwise disclose confidential information unless the release of such records or information is otherwise consented to in writing by the Trust or the Adviser. The Trust and Adviser agree that such consent shall not be unreasonably withheld. For the avoidance of doubt, where the Sub-Adviser may be exposed to civil or criminal contempt proceedings, when required to divulge such information or record to duly constituted authorities, or when requested to divulge such information in the context of a regulatory examination or investigation being conducted by one of its regulators, such consent is deemed hereby given and the Sub-Adviser shall promptly inform the Trust and the Adviser of the disclosure of such information unless the Sub-Adviser is prohibited from so doing by law. (g) All transactions for the Fund Account will be consummated by delivery of assets to or from the custodian designated by the Trust (the “Custodian”), or such depositories or agents as may be designated by the Custodian in writing, and neither the Sub-Adviser nor its affiliated persons shall have possession or custody of Fund assets at any time. The Sub-Adviser shall advise the Custodian and confirm in writing to the Trust, to the Adviser and any other designated agent of the Fund, including the Administrator, all investment orders for the Fund Account placed by it with brokers and dealers at the time and in the manner set forth in Rule 31a-1 under the 1940 Act. For purposes of the foregoing sentence, communication via electronic means will be acceptable as agreed to in writing from time to time by the Adviser. The Trust shall issue to the Custodian such instructions as may be appropriate in connection with the settlement of any transaction initiated by the Sub-Adviser. The Trust shall be responsibl

Duties as Sub-Adviser. (a) Subject to the supervision of the TrustCompany's Board of Trustees Directors ("Board") and Adviser, the Sub-Adviser will provide a continuous investment program for each Fund, including investment research and management, with respect to all or a portion of the securities and investments and cash equivalents of the Fund (the "Sub-Advised Assets"), such Sub-Advised Assets to be determined by the AdviserFund. The Sub-Adviser will determine from time to time what securities and other investments will be purchased, retained or sold with respect to the Sub-Advised Assets of by each Fund, and the brokers and dealers through whom trades will be executed. (b) The Sub-Adviser agrees that, in placing orders with brokers and dealers, it will attempt to obtain the best net result in terms of price and execution. Consistent with this obligation, the Sub-Adviser may, in its discretion, purchase and sell portfolio securities from and to brokers and dealers who sell shares of the Funds or provide the Funds, Adviser's other clients, or Sub-Adviser's other clients with research, analysis, advice and similar services. The Sub-Adviser may pay to brokers and dealers, in return for such research and analysis, a higher commission or spread than may be charged by other brokers and dealers, subject to the Sub-Adviser determining in good faith that such commission or spread is reasonable in terms either of the particular transaction or of the overall responsibility of the Adviser and the Sub-Adviser to the Funds and their other clients and that the total commissions or spreads paid by each Fund will be reasonable in relation to the benefits to the Fund over the long term. In no instance will portfolio securities be purchased from or sold to the Sub-Adviser, or any affiliated person thereof, except in accordance with the applicable federal securities laws and the rules and regulations thereunder and any exemptive orders currently in effect. Whenever the Sub-Adviser simultaneously places orders to purchase or sell the same security on behalf of a Fund and one or more other accounts advised by the Sub-Adviser, such orders will be allocated as to price and amount among all such accounts in a manner believed to be equitable to each account. (c) The Sub-Adviser will maintain all required books and records with respect to the securities transactions of the Funds, and will furnish the Board and Adviser with such periodic and special reports as the Board or Adviser reasonably may request. In compliance with the requirements of Rule 31a-3 under the 1940 Act, the Sub-Adviser hereby agrees that all records which it maintains for the Adviser Company are the property of the AdviserCompany, and agrees to preserve for the periods prescribed by applicable law Rule 31a-2 under the 1940 Act any records which it maintains for the Adviser Company and which are required to be maintainedmaintained by Rule 31a-1 under the 1940 Act, and further agrees to surrender promptly to the Adviser Company any records which it maintains for the Adviser Company upon request by the AdviserCompany.

Duties as Sub-Adviser. (a) Subject to the supervision and direction of the Trust's Board of Trustees (the "Board") and Adviserreview by ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, and any written guidelines adopted by the Board or ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, the Sub-Adviser will provide a continuous investment program for each Fundall or a designated portion of the assets ("Segment") of the Portfolio, including investment research and management, discretionary management with respect to all or a portion of the securities and investments and cash equivalents of in the Fund (the "Sub-Advised Assets"), such Sub-Advised Assets to be determined by the AdviserPortfolio or Segment. The Sub-Adviser will determine from time to time what securities and other investments will be purchased, retained or sold with respect to by the Portfolio or Segment. The Sub-Advised Assets Adviser will be responsible for placing purchase and sell orders for investments and for other related transactions for the Portfolio or Segment. The Sub-Adviser will be responsible for voting proxies of each Fundissuers of securities held by the Portfolio or Segment. The Sub-Adviser will provide services under this Agreement in accordance with the Portfolio's investment objective, policies and restrictions as stated in the Trust's currently effective registration statement under the 1940 Act, and the brokers and dealers through whom trades will be executedany amendments or supplements thereto ("Registration Statement"). (b) The Sub-Adviser agrees that, in placing orders with brokers and dealersbrokers, it will attempt to obtain the best net result in terms of price and execution. Consistent with this obligation; provided that, on behalf of the Portfolio or Segment, the Sub-Adviser may, in its discretion, purchase and sell portfolio securities from and to use brokers and dealers who sell shares of the Funds or that provide the Funds, Adviser's other clients, or Sub-Adviser's other clients Adviser with research, analysis, advice and similar services. The services to execute portfolio transactions on behalf of the Portfolio, and the Sub-Adviser may pay to those brokers and dealers, in return for such brokerage and research and analysis, services a higher commission or spread than may be charged by other brokers and dealersbrokers, subject to the Sub-Adviser determining Adviser's determination in good faith that such commission or spread is reasonable in terms either of the particular transaction or of the overall responsibility of the Adviser and the Sub-Adviser to the Funds Portfolio or Segment and their its other clients and that the total commissions or spreads paid by each Fund the Portfolio or Segment will be reasonable in relation to the benefits to the Fund Portfolio or Segment over the long term. In no instance will portfolio securities be purchased from or sold to ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ or the Sub-Adviser, or any affiliated person thereof, except in accordance with the applicable federal securities laws and the rules and regulations thereunder thereunder. The Sub-Adviser may aggregate sales and any exemptive purchase orders currently in effectwith respect to the assets of the Portfolio or Segment with similar orders being made simultaneously for other accounts advised by the Sub-Adviser or its affiliates. Whenever the Sub-Adviser simultaneously places orders to purchase or sell the same security on behalf of a Fund the Portfolio or Segment and one or more other accounts advised by the Sub-Adviser, such the orders will be allocated as to price and amount among all such accounts in a manner believed by the Sub-Adviser to be equitable over time to each account. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ recognizes that in some cases this procedure may adversely affect the results obtained for the Portfolio or Segment. (c) The Sub-Adviser will maintain all required books and records required to be maintained pursuant to the 1940 Act and the rules and regulations promulgated thereunder with respect to transactions by the securities transactions Sub-Adviser on behalf of the FundsPortfolio or Segment, and will furnish the Board and Adviser ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ with such periodic and special reports as the Board or Adviser ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ reasonably may request. In compliance with the requirements of Rule 31a-3 under the 1940 Act, the Sub-Adviser hereby agrees that all records which it maintains for the Adviser Portfolio are the property of the AdviserTrust, and agrees to preserve for the periods prescribed by applicable law Rule 31a-2 under the 1940 Act any records which that it maintains for the Adviser Portfolio and which that are required to be maintainedmaintained by Rule 31a-1 under the 1940 Act, and further agrees to surrender promptly to the Adviser Trust any records which it maintains for the Adviser Portfolio upon request by the AdviserTrust. (d) At such times as shall be reasonably requested by the Board or ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, the Sub-Adviser will provide the Board and ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ with economic and investment analyses and reports as well as quarterly reports setting forth the performance of the Portfolio or Segment and make available to the Board and ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ any economic, statistical and investment services that the Sub-Adviser normally makes generally available to its institutional or other customers. (e) In accordance with procedures adopted by the Board, as amended from time to time, the Sub-Adviser is responsible for assisting in the fair valuation of all portfolio securities in the Portfolio or Segment and will use its reasonable efforts to arrange for the provision of a price or prices from one or more parties independent of the Sub-Adviser for each portfolio security for which the custodian does not obtain prices in the ordinary course of business from an automated pricing service.

Duties as Sub-Adviser. (a) Subject to the supervision of the Trust's Board of Trustees ("Board") and Adviser, the Sub-Adviser will provide a continuous investment program for each Fund, including investment research and management, with respect to all or a portion of the securities and investments [and cash equivalents equivalents] of the Fund (the "Sub-Advised Assets"), such Sub-Advised Assets to be determined by the Adviser. The Sub-Adviser will determine from time to time what securities and other investments will be purchased, retained or sold with respect to the Sub-Advised Assets of each Fund, and the brokers and dealers through whom trades will be executed. (b) The Sub-Adviser agrees that, in placing orders with brokers and dealers, it will attempt to obtain the best net result in terms of price and execution. Consistent with this obligation, the Sub-Adviser may, in its discretion, purchase and sell portfolio securities from and to brokers and dealers who sell shares of the Funds or provide the Funds, Adviser's other clients, or Sub-Adviser's other clients with research, analysis, advice and similar services. The Sub-Adviser may pay to brokers and dealers, in return for such research and analysis, a higher commission or spread than may be charged by other brokers and dealers, subject to the Sub-Adviser determining in good faith that such commission or spread is reasonable in terms either of the particular transaction or of the overall responsibility of the Adviser and the Sub-Adviser to the Funds and their other clients and that the total commissions or spreads paid by each Fund will be reasonable in relation to the benefits to the Fund over the long term. In no instance will portfolio securities be purchased from or sold to the Sub-Adviser, or any affiliated person thereof, except in accordance with the applicable securities laws and the rules and regulations thereunder and any exemptive orders currently in effect. Whenever the Sub-Adviser simultaneously places orders to purchase or sell the same security on behalf of a Fund and one or more other accounts advised by the Sub-Adviser, such orders will be allocated as to price and amount among all such accounts in a manner believed to be equitable to each account. (c) The Sub-Adviser will maintain all required books and records with respect to the securities transactions of the Funds, and will furnish the Board and Adviser with such periodic and special reports as the Board or Adviser reasonably may request. Sub-Adviser hereby agrees that all records which it maintains for the Adviser are the property of the AdviserAdviser , and agrees to preserve for the periods prescribed by applicable law any records which it maintains for the Adviser and which are required to be maintained, and further agrees to surrender promptly to the Adviser any records which it maintains for the Adviser upon request by the Adviser.

Duties as Sub-Adviser. (a) Subject to the supervision of the TrustCompany's Board of Trustees ("Board") and Adviser, the Sub-Adviser will provide a continuous investment program for each Fund, including investment research and management, with respect to all or a portion of the securities and investments and cash equivalents of the Fund (the "Sub-Advised Assets"), such Sub-Advised Assets to be determined by the AdviserFund. The Sub-Adviser will determine from time to time what securities and other investments will be purchased, retained or sold with respect to the Sub-Advised Assets of each Fund., and the brokers and dealers through whom trades will be executed. (b) The Sub-Adviser agrees that, in placing orders with brokers and dealersbrokers, it will attempt to obtain the best net result in terms of price and execution. Consistent with this obligation, the Sub-Adviser may, in its discretion, purchase and sell portfolio securities from and to brokers and dealers who sell shares of the Funds or provide the Funds, Adviser's other clients, or Sub-Adviser's other clients with research, analysis, advice and similar services. The Sub-Adviser may pay to brokers and dealers, in return for such research and analysis, a higher commission or spread than may be charged by other brokers and dealers, subject to the Sub-Adviser Adviser's determining in good faith that such commission or spread is reasonable in terms either of the particular transaction or of the overall responsibility of the Adviser and the Sub-Adviser to the Funds and their other clients and that the total commissions or spreads paid by each Fund will be reasonable in relation to the benefits to the Fund over the long term. In no instance will portfolio securities be purchased from or sold to the Sub-Adviser, or any affiliated person thereof, except in accordance with the applicable federal securities laws and the rules and regulations thereunder and any exemptive orders currently in effect. Whenever the Sub-Adviser simultaneously places orders to purchase or sell the same security on behalf of a Fund and one or more other accounts advised by the Sub-Adviser, such orders will be allocated as to price and amount among all such accounts in a manner believed to be equitable to each account. The Company recognizes that in some cases this procedure may adversely affect the results attained for each Fund. (c) The Sub-Adviser will maintain all required books and records with respect to the securities transactions of the Funds, and will furnish the Board and Adviser with such periodic and special reports as the Board or Adviser reasonably may request. In compliance with the requirements of Rule 31a-3 under the 1940 Act, the Sub-Adviser hereby agrees that all records which it maintains for the Adviser Company are the property of the AdviserCompany, and agrees to preserve for the periods prescribed by applicable law Rule 31a-2 under the 1940 Act any records which it maintains for the Adviser Company and which are required to be maintainedmaintained by Rule 31a-1 under the 1940 Act, and further agrees to surrender promptly to the Adviser Company any records which it maintains for the Adviser Company upon request by the AdviserCompany.

Duties as Sub-Adviser. (a) Subject to the supervision of the TrustCompany's Board of Trustees ("Board") and Adviser, the Sub-Adviser will provide a continuous investment program for each the Fund, including investment research and management, with respect to all or a portion of the securities and investments and cash equivalents of the Fund (the "Sub-Advised Assets"), such Sub-Advised Assets to be determined by the AdviserFund. The Sub-Adviser will determine from time to time what securities and other investments will be purchased, retained or sold with respect to by the Sub-Advised Assets of each Fund, and the brokers and dealers through whom trades will be executed. (b) The Sub-Adviser agrees that, in placing orders with brokers and dealers, it will attempt to obtain the best net result in terms of price and execution. Consistent with this obligation, the Sub-Adviser may, in its discretion, purchase and sell portfolio securities from and to brokers and dealers who sell shares of the Funds Fund or provide the FundsFund, Adviser's other clients, or Sub-Adviser's other clients with research, analysis, advice and similar services. The Sub-Adviser may pay to brokers and dealers, in return for such research and analysis, a higher commission or spread than may be charged by other brokers and dealers, subject to the Sub-Adviser determining in good faith that such commission or spread is reasonable in terms either of the particular transaction or of the overall responsibility of the Adviser and the Sub-Adviser to the Funds Fund and their other clients and that the total commissions or spreads paid by each the Fund will be reasonable in relation to the benefits to the Fund over the long term. In no instance will portfolio securities be purchased from or sold to the Sub-Adviser, or any affiliated person thereof, except in accordance with the applicable federal securities laws and the rules and regulations thereunder and any exemptive orders currently in effect. Whenever the Sub-Adviser simultaneously places orders to purchase or sell the same security on behalf of a the Fund and one or more other accounts advised by the Sub-Adviser, such orders will be allocated as to price and amount among all such accounts in a manner believed to be equitable to each account. (c) The Sub-Adviser will maintain all required books and records with respect to the securities transactions of the FundsFund, and will furnish the Board and Adviser with such periodic and special reports as the Board or Adviser reasonably may request. In compliance with the requirements of Rule 31a-3 under the 1940 Act, the Sub-Adviser hereby agrees that all records which it maintains for the Adviser Company are the property of the AdviserCompany, and agrees to preserve for the periods prescribed by applicable law Rule 31a-2 under the 1940 Act any records which it maintains for the Adviser Company and which are required to be maintainedmaintained by Rule 31a-1 under the 1940 Act, and further agrees to surrender promptly to the Adviser Company any records which it maintains for the Adviser Company upon request by the AdviserCompany.

Duties as Sub-Adviser. (a) Subject to the supervision of the Trust's Board of Trustees ("Board") and the Adviser, the Sub-Adviser will provide a continuous investment program for each the Fund, including investment research and management, with respect to all or a portion of the securities and investments and cash equivalents of the Fund (the "Sub-Advised Assets"), such Sub-Advised Assets to be determined by the Adviser. The Sub-Adviser will determine from time to time what securities and other investments will be purchased, retained or sold with respect to the Sub-Advised Assets of each the Fund, and the brokers and dealers through whom trades will be executed. (b) The Sub-Adviser agrees that, in placing orders with brokers and dealers, it will attempt to obtain the best net result in terms of price and execution. Consistent with this obligation, the Sub-Adviser may, in its discretion, purchase and sell portfolio securities from and to brokers and dealers who sell shares of the Funds Fund or provide the FundsFund, the Adviser's other clients, or the Sub-Adviser's other clients with research, analysis, advice and similar services. The Sub-Adviser may pay to brokers and dealers, in return for such research and analysis, a higher commission or spread than may be charged by other brokers and dealers, subject to the Sub-Adviser determining in good faith that such commission or spread is reasonable in terms either of the particular transaction or of the overall responsibility of the Adviser and the Sub-Adviser to the Funds Fund and their other clients and that the total commissions or spreads paid by each the Fund will be reasonable in relation to the benefits to the Fund over the long term. In no instance will portfolio securities be purchased from or sold to the Sub-Adviser, or any affiliated person thereof, except in accordance with the applicable securities laws and the rules and regulations thereunder and any exemptive orders currently in effect. Whenever the Sub-Adviser simultaneously places orders to purchase or sell the same security on behalf of a the Fund and one or more other accounts advised by the Sub-Adviser, such orders will be allocated as to price and amount among all such accounts in a manner believed to be equitable to each account. (c) The Sub-Adviser will maintain all required books and records with respect to the securities transactions of the FundsFund, and will furnish the Board and the Adviser with such periodic and special reports as the Board or the Adviser reasonably may request. Sub-Adviser hereby agrees that all records which it maintains for the Adviser are the property of the Adviser, and agrees to preserve for the periods prescribed by applicable law any records which it maintains for the Adviser and which are required to be maintained, and further agrees to surrender promptly to the Adviser any records which it maintains for the Adviser upon request by the Adviser.

Duties as Sub-Adviser. (a) Subject to the supervision of the TrustCompany's Board of Trustees ("Board") and Adviser, the Sub-Adviser will provide a continuous investment program for each Fundthe Company, including investment research and management, with respect to all or a portion of the securities and investments and cash equivalents of the Fund (the "Sub-Advised Assets"), such Sub-Advised Assets to be determined by the AdviserCompany. The Sub-Adviser will determine from time to time what securities and other investments will be purchased, retained or sold with respect to by the Sub-Advised Assets of each FundCompany, and the brokers and dealers through whom trades will be executed. (b) The Sub-Adviser agrees that, in placing orders with brokers and dealers, it will attempt to obtain the best net result in terms of price and execution. Consistent with this obligation, the Sub-Adviser may, in its discretion, purchase and sell portfolio securities from and to brokers and dealers who sell shares of the Funds Company or provide the FundsCompany, Adviser's other clients, or Sub-Adviser's other clients with research, analysis, advice and similar services. The Sub-Adviser may pay to brokers and dealers, in return for such research and analysis, a higher commission or spread than may be charged by other brokers and dealers, subject to the Sub-Adviser determining in good faith that such commission or spread is reasonable in terms either of the particular transaction or of the overall responsibility of the Adviser and the Sub-Adviser to the Funds Company and their other clients and that the total commissions or spreads paid by each Fund the Company will be reasonable in relation to the benefits to the Fund Company over the long term. In no instance will portfolio securities be purchased from or sold to the Sub-Adviser, or any affiliated person thereof, except in accordance with the applicable federal securities laws and the rules and regulations thereunder and any exemptive orders currently in effect. Whenever the Sub-Adviser simultaneously places orders to purchase or sell the same security on behalf of a Fund the Company and one or more other accounts advised by the Sub-Adviser, such orders will be allocated as to price and amount among all such accounts in a manner believed to be equitable to each account. (c) The Sub-Adviser will maintain all required books and records with respect to the securities transactions of the FundsCompany, and will furnish the Board and Adviser with such periodic and special reports as the Board or Adviser reasonably may request. In compliance with the requirements of Rule 31a-3 under the 1940 Act, the Sub-Adviser hereby agrees that all records which it maintains for the Adviser Company are the property of the AdviserCompany, and agrees to preserve for the periods prescribed by applicable law Rule 31a-2 under the 1940 Act any records which it maintains for the Adviser Company and which are required to be maintainedmaintained by Rule 31a-1 under the 1940 Act, and further agrees to surrender promptly to the Adviser Company any records which it maintains for the Adviser Company upon request by the AdviserCompany.

Duties as Sub-Adviser. (a) Subject to the supervision of the TrustCompany's Board of Trustees ("Board") and Adviser, the Sub-Adviser will provide a continuous investment program for each the Fund, including investment research and management, with respect to all or a portion of the securities and investments and cash equivalents of the Fund (the "Sub-Advised Assets"), such Sub-Advised Assets to be determined by the AdviserFund. The Sub-Adviser will determine from time to time what securities and other investments will be purchased, retained or sold with respect to by the Sub-Advised Assets of each Fund, and the brokers and dealers through whom trades will be executed. (b) The Sub-Adviser agrees that, in placing orders with brokers and dealers, it will attempt to obtain the best net result in terms of price and execution. Consistent with this obligation, the Sub-Adviser may, in its discretion, purchase and sell portfolio securities from and to brokers and dealers who sell shares of the Funds Fund or provide the FundsFund, Adviser's other clients, or Sub-Adviser's other clients with research, analysis, advice and similar services. The Sub-Adviser may pay to brokers and dealers, in return for such research and analysis, a higher commission or spread than may be charged by other brokers and dealers, subject to the Sub-Adviser determining in good faith that such commission or spread is reasonable in terms either of the particular transaction or of the overall responsibility of the Adviser and the Sub-Adviser to the Funds Fund and their other clients and that the total commissions or spreads paid by each the Fund will be reasonable in relation to the benefits to the Fund over the long term. In no instance will portfolio securities be purchased from or sold to the Sub-Adviser, or any affiliated person thereof, except in accordance with the applicable federal securities laws and the rules and regulations thereunder and any exemptive orders currently in effect. Whenever the Sub-Adviser simultaneously places orders to purchase or sell the same security on behalf of a Fund and one or more other accounts advised by the Sub-Adviser, such orders will be allocated as to price and amount among all such accounts in a manner believed to be equitable to each account. (c) The Sub-Adviser will maintain all required books and records with respect to the securities transactions of the FundsFund, and will furnish the Board and Adviser with such periodic and special reports as the Board or Adviser reasonably may request. In compliance with the requirements of Rule 31a-3 under the 1940 Act, the Sub-Adviser hereby agrees that all records which it maintains for the Adviser Company are the property of the AdviserCompany, and agrees to preserve for the periods prescribed by applicable law Rule 31a-2 under the 1940 Act any records which it maintains for the Adviser Company and which are required to be maintainedmaintained by Rule 31a-1 under the 1940 Act, and further agrees to surrender promptly to the Adviser Company any records which it maintains for the Adviser Company upon request by the AdviserCompany.

Duties as Sub-Adviser. (a) Subject to the supervision of the Trust's Board of Trustees ("Board") and Adviser, the Sub-Adviser will provide a continuous investment program for each Fund, including investment research and management, with respect to all or a portion of the securities and investments and cash equivalents of the Fund (the "Sub-Advised Assets"), such Sub-Advised Assets to be determined by the Adviser. The Sub-Adviser will determine from time to time what securities and other investments will be purchased, retained or sold with respect to the Sub-Advised Assets of each Fund, and the brokers and dealers through whom trades will be executed. (b) The Sub-Adviser agrees that, in placing orders with brokers and dealers, it will attempt to obtain the best net result in terms of price and execution. Consistent with this obligation, the Sub-Adviser may, in its discretion, purchase and sell portfolio securities from and to brokers and dealers who sell shares of the Funds or provide the Funds, Adviser's other clients, or Sub-Adviser's other clients with research, analysis, advice and similar services. The Sub-Adviser may pay to brokers and dealers, in return for such research and analysis, a higher commission or spread than may be charged by other brokers and dealers, subject to the Sub-Adviser determining in good faith that such commission or spread is reasonable in terms either of the particular transaction or of the overall responsibility of the Adviser and the Sub-Adviser to the Funds and their other clients and that the total commissions or spreads paid by each Fund will be reasonable in relation to the benefits to the Fund over the long term. In no instance will portfolio securities be purchased from or sold to the Sub-Adviser, or any affiliated person thereof, except in accordance with the applicable securities laws and the rules and regulations thereunder and any exemptive orders currently in effect. Whenever the Sub-Adviser simultaneously places orders to purchase or sell the same security on behalf of a Fund and one or more other accounts advised by the Sub-Adviser, such orders will be allocated as to price and amount among all such accounts in a manner believed to be equitable to each account. (c) The Sub-Adviser will maintain all required books and records with respect to the securities transactions of the Funds, and will furnish the Board and Adviser with such periodic and special reports as II-1 the Board or Adviser reasonably may request. Sub-Adviser hereby agrees that all records which it maintains for the Adviser are the a▇▇ ▇▇▇ property of the Adviser, and agrees to preserve for the periods prescribed by applicable law any records which it maintains for the Adviser and which are required to be maintained, and further agrees to surrender promptly to the Adviser any records which it maintains for the Adviser upon request by the Adviser.

Duties as Sub-Adviser. (a) Subject to the supervision and direction of the Trust's Board of Trustees ("Board") and of the Adviser, and all written guidelines adopted by the Trust or the Adviser that are provided to the Sub-Adviser, the Sub-Adviser will provide a continuous investment program for each Fundwith respect to the Fund Account, including investment research and management, with respect to management for all or a portion of the securities and investments and cash equivalents of in the Fund (the "Sub-Advised Assets"), such Sub-Advised Assets to be determined by the AdviserAccount. The Sub-Adviser will determine from time to time what securities and other investments in the Fund Account will be purchased, retained or sold by the Fund. The Sub-Adviser will be responsible for placing purchase and sell orders for investments and for other related transactions with respect to the Fund Account. The Sub-Advised Assets Adviser will provide services under this Contract in accordance with the Fund's investment objective, policies and restrictions and the description of each Fundits investment strategy and style, all as stated in the Trust's registration statement under the 1940 Act, and any amendments or supplements thereto ("Registration Statement") of which the brokers and dealers through whom trades will be executedSub-Adviser has notice. The Sub-Adviser shall not consult with any other sub-adviser of the Fund concerning transactions for the fund in securities or other assets. (b) The Sub-Adviser agrees that, in placing orders with brokers and dealersbrokers, it will attempt seek to obtain the best net result in terms of price and execution. Consistent with this obligation; provided that, on behalf of the Fund, the Sub-Adviser may, in its discretion, purchase and sell portfolio securities from and to use brokers and dealers who sell shares (including brokers that may be affiliates of the Funds or Sub-Adviser to the extent permitted by Section 3(c) hereof) who provide the Funds, Adviser's other clients, or Sub-Adviser's other clients Adviser with research, analysis, advice and similar services. The services to execute portfolio transactions, and the Sub-Adviser may pay to those brokers and dealers, in return for such brokerage and research and analysis, services a higher commission or spread than may be charged by other brokers and dealersbrokers, subject to the Sub-Adviser Adviser's determining in good faith that such commission or spread is reasonable in terms either of the particular transaction or of the overall responsibility of the Adviser and the Sub-Adviser to the Funds Fund and their its other clients and that the total commissions or spreads paid by each the Fund will be reasonable in relation to the benefits to the Fund over the long term. In no instance will portfolio securities be purchased from or sold to the Sub-Adviser, or any affiliated person thereof, except in accordance with the applicable federal securities laws and the rules and regulations thereunder and any exemptive orders currently in effectthereunder. Whenever the Sub-Adviser simultaneously places orders to purchase or sell the same security on behalf of a the Fund and one or more other accounts advised by the Sub-Adviser, such the orders will be allocated as to price and amount among all such accounts in a manner believed to be equitable over time to each account. The Adviser recognizes that in some cases this procedure may adversely affect the results obtained for the Fund. (c) The Sub-Adviser will not execute without the prior written approval of the Adviser any portfolio transactions for the Fund Account with a broker which is (i) an affiliated person of the Trust, including the Adviser or any Sub-Adviser for any Fund of the Trust; (ii) a principal underwriter of the Fund's shares; or (iii) an affiliated person of such an affiliated person or principal underwriter. The Adviser agrees that it will provide the Sub-Adviser with a list of such brokers and dealers and will, from time to time, update such list as necessary. (d) The Sub-Adviser will maintain all required books and records required to be maintained pursuant to the 1940 Act and the rules and regulations promulgated thereunder with respect to actions by the securities transactions Sub-Adviser on behalf of the FundsFund, and will furnish the Board and the Adviser with such periodic and special reports as the Board or the Adviser reasonably may request. In compliance with the requirements of Rule 31a-3 under the 1940 Act, the Sub-Adviser hereby agrees that all records which that it maintains for the Adviser Fund are the property of the AdviserTrust, and agrees to preserve for the periods prescribed by applicable law Rule 31a-2 under the 1940 Act any records which that it maintains for the Adviser Trust and which that are required to be maintainedmaintained by Rule 31a-1 under the 1940 Act, and further agrees to surrender promptly to the Adviser Trust a complete set of any records which that it maintains for the Adviser Fund upon request by the Trust. (e) All transactions will be consummated by payment to or delivery by the custodian designated by the Trust (the "Custodian"), or such depositories or agents as may be designated by the Custodian in writing, of all cash and/or securities due to or from the Fund Account, and the Sub-Adviser shall not have possession or custody thereof. The Sub-Adviser shall advise the Custodian and confirm in writing to the Trust and to the Adviser or any other designated agent of the Fund all investment orders for the Fund Account placed by it with brokers and dealers at the time and in the manner set forth in Rule 31a-1 under the 1940 Act. For purposes of the foregoing sentence, communication to the Custodian via DTC is acceptable. The Trust shall issue to the Custodian such instructions as may be appropriate in connection with the settlement of any transaction initiated by the Sub-Adviser. The Trust shall be responsible for all custodial arrangements and the payment of all custodial charges and fees, and, upon giving proper instructions to the Custodian, the Sub-Adviser shall have no responsibility or liability with respect to custodial arrangements or the acts, omissions or other conduct of the Custodian, except that it shall be the responsibility of the Sub-Adviser to communicate it to the Adviser if the Custodian fails to confirm in writing proper execution of the instructions. (f) At such times as shall be reasonably requested by the Board or the Adviser, the Sub-Adviser will provide the Board and the Adviser with economic and investment analyses and reports as well as quarterly reports setting forth the performance of the Fund Account and make available to the Board and Adviser any economic, statistical and investment services that the Sub-Adviser normally makes available to its institutional or other customers. (g) In accordance with procedures adopted by the Board, as amended from time to time, the Sub-Adviser is responsible for assisting in the fair valuation of all portfolio securities and will use its reasonable efforts to arrange for the provision of valuation information or a price(s) from a party(ies) independent of the Sub-Adviser for each portfolio security for which the custodian does not obtain prices in the ordinary course of business from an automated pricing service.

Duties as Sub-Adviser. (a) Subject to the supervision of the TrustCompany's Board of Trustees ("Board") and Adviser, the Sub-Adviser will provide a continuous investment program for each Fund, including investment research and management, with respect to all or a portion of the securities and investments and cash equivalents of the Fund (the "Sub-Advised Assets"), such Sub-Advised Assets to be determined by the Adviser. The Sub-Adviser will determine from time to time what securities and other investments will be purchased, retained or sold with respect to the Sub-Advised Assets of each Fund, and the brokers and dealers through whom trades will be executed. (b) The Sub-Adviser agrees that, in placing orders with brokers and dealers, it will attempt to obtain the best net result in terms of price and execution. Consistent with this obligation, the Sub-Adviser may, in its discretion, purchase and sell portfolio securities from and to brokers and dealers who sell shares of the Funds or provide the Funds, Adviser's other clients, or Sub-Adviser's other clients with research, analysis, advice and similar services. The Sub-Adviser may pay to brokers and dealers, in return for such research and analysis, a higher commission or spread than may be charged by other brokers and dealers, subject to the Sub-Adviser determining in good faith that such commission or spread is reasonable in terms either of the particular transaction or of the overall responsibility of the Adviser and the Sub-Adviser to the Funds and their other clients and that the total commissions or spreads paid by each Fund will be reasonable in relation to the benefits to the Fund over the long term. In no instance will portfolio securities be purchased from or sold to the Sub-Adviser, or any affiliated person thereof, except in accordance with the applicable securities laws and the rules and regulations thereunder and any exemptive orders currently in effect. Whenever the Sub-Adviser simultaneously places orders to purchase or sell the same security on behalf of a Fund and one or more other accounts advised by the Sub-Adviser, such orders will be allocated as to price and amount among all such accounts in a manner believed to be equitable to each account. (c) The Sub-Adviser will maintain all required books and records with respect to the securities transactions of the Funds, and will furnish the Board and Adviser with such periodic and special reports as the Board or Adviser reasonably may request. Sub-Adviser hereby agrees that all records which it maintains for the Adviser are the property of the Adviser, and agrees to preserve for the periods prescribed by applicable law any records which it maintains for the Adviser and which are required to be maintained, and further agrees to surrender promptly to the Adviser any records which it maintains for the Adviser upon request by the Adviser.

Duties as Sub-Adviser. (a) Subject to the supervision of and any guidelines adopted by the Trust's Board of Trustees (the "Board") and Adviser), the Sub-Adviser will provide a continuous investment program for each Fundthe Portfolio, including investment research and management, with respect to all or a portion of the securities and investments and cash equivalents of the Fund (the "Sub-Advised Assets"), such Sub-Advised Assets to be determined by the Adviser. The Sub-Adviser will determine from time to time what securities and other investments will be purchased, retained or sold with respect to by the Portfolio. The Sub-Advised Assets of each Fund, and the brokers and dealers through whom trades Adviser will be executedresponsible for placing purchase and sell orders for investments and for other related transactions. The Sub-Adviser will provide services under this Agreement in accordance with the Portfolio's investment objective, policies and restrictions as stated in the Portfolio's Registration Statement. (b) The Sub-Adviser agrees that, in placing orders with brokers and dealersbrokers, it will attempt to obtain the best net result in terms of price and execution. Consistent with this obligation; provided that, on behalf of the Portfolio, the Sub-Adviser may, in its discretion, purchase and sell portfolio securities from and to use brokers and dealers who sell shares of the Funds or provide the Funds, Adviser's other clients, or Sub-Adviser's other clients Portfolio with research, analysis, advice and similar services. The services to execute portfolio transactions on behalf of the Portfolio, and the Sub-Adviser may pay to those brokers and dealers, in return for such brokerage and research and analysis, services a higher commission or spread than may be charged by other brokers and dealersbrokers, subject to the Sub-Adviser Adviser's determining in good faith that such commission or spread is reasonable in terms either of the particular transaction or of the overall responsibility of the Adviser and the Sub-Adviser to the Funds Portfolio and their its other clients and that the total commissions or spreads paid by each Fund the Portfolio will be reasonable in relation to the benefits to the Fund Portfolio over the long term. In no instance will portfolio securities be purchased from or sold to the Sub-Adviser, or any affiliated person thereof, except in accordance with the applicable federal securities laws and the rules and regulations thereunder thereunder. The Sub-Adviser may aggregate sales and any exemptive purchase orders currently in effectof the assets of the Portfolio with similar orders being made simultaneously for other accounts advised by the Sub-Adviser or its affiliates. Whenever the Sub-Adviser simultaneously places orders to purchase or sell the same security on behalf of a Fund the Portfolio and one or more other accounts advised by the Sub-Adviser, such the orders will be allocated as to price and amount among all such accounts in a manner believed to be equitable over time to each account. Mitchell Hutchins recognizes that in some cases this procedure m▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ct the results obtained for the Portfolio. (c) The Sub-Adviser will maintain all required books and records required to be maintained by the Sub-Adviser pursuant to the 1940 Act and the rules and regulations promulgated thereunder with respect to transactions by the securities transactions Sub-Adviser on behalf of the FundsPortfolio, and will furnish the Board and Adviser Mitchell Hutchins with such periodic and special reports as the Board or Adviser ▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇ Hutchins reasonably may request. In compliance with the ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇ Rule 31a-3 under the 1940 Act, the Sub-Adviser hereby agrees that all records which it maintains for the Adviser Portfolio are the property of the AdviserTrust, and agrees to preserve for the periods prescribed by applicable law Rule 31a-2 under the 1940 Act any records which it maintains for the Adviser Portfolio and which are required to be maintainedmaintained by Rule 31a-1 under the 1940 Act, and further agrees to surrender promptly to the Adviser Trust any records which it maintains for the Adviser Portfolio upon request by the Trust. (d) At such times as shall be reasonably requested by the Board or Mitchell Hutchins, the Sub-Adviser will provide the Board and Mi▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇ith economic and investment analyses and repo▇▇▇ ▇▇ ▇▇▇▇ ▇▇ ▇▇arterly reports setting forth the Portfolio's performance and make available to the Board and Mitchell Hutchins any economic, statistical and investment servi▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇lable to institutional or other customers of the Sub-Adviser. (e) In accordance with procedures adopted by the Board, as amended from time to time, the Sub-Adviser is responsible for assisting in the fair valuation of all portfolio securities and will use its reasonable efforts to arrange for the provision of a price(s) from a party(ies) independent of the Sub-Adviser for each portfolio security for which the custodian does not obtain prices in the ordinary course of business from an automated pricing service.

Duties as Sub-Adviser. (a) Subject to the supervision of and any written guidelines adopted by the Trust's Board of Trustees (the "Board") and Adviser▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, the Sub-Adviser will provide a continuous investment program for each the Fund, including investment research and management, management with respect to all or a portion of the securities and investments and cash equivalents of in the Fund (the "Sub-Advised Assets"), such Sub-Advised Assets to be determined by the AdviserFund. The Sub-Adviser will determine from time to time what securities and other investments will be purchased, retained or sold with respect to by the Fund. The Sub-Advised Assets of each Adviser will be responsible for placing purchase and sell orders for investments and for other related transactions. The Sub-Adviser will provide services under this Agreement in accordance with the Fund's investment objective, policies and restrictions as stated in the Trust's currently effective registration statement under the 1940 Act, and the brokers and dealers through whom trades will be executedany amendments or supplements thereto ("Registration Statement"). (b) The Sub-Adviser agrees that, in placing orders with brokers and dealersbrokers, it will attempt to obtain the best net result in terms of price and execution. Consistent with this obligation; provided that, on behalf of the Fund, the Sub-Adviser may, in its discretion, purchase and sell portfolio securities from and to discretion use brokers and dealers who sell shares of the Funds or provide the Funds, Adviser's other clients, or Sub-Adviser's other clients Fund with research, analysis, advice and similar services. The services to execute portfolio transactions, and the Sub-Adviser may pay to those brokers and dealers, in return for such brokerage and research and analysis, services a higher commission or spread than may be charged by other brokers and dealersbrokers, subject to the Sub-Adviser Adviser's determining in good faith that such commission or spread is reasonable in terms either of the particular transaction or of the overall responsibility of the Adviser and the Sub-Adviser to the Funds Fund and their its other clients and that the total commissions or spreads paid by each the Fund will be reasonable in relation to the benefits to the Fund over the long term. In no instance will portfolio securities be purchased from or sold to the Sub-Adviser, or any affiliated person thereof, except in accordance with the applicable federal securities laws and the rules and regulations thereunder thereunder. The Sub-Adviser may aggregate sales and any exemptive purchase orders currently in effectwith respect to the assets of the Fund with similar orders being made simultaneously for other accounts advised by the Sub-Adviser or its affiliates. Whenever the Sub-Adviser simultaneously places orders to purchase or sell the same security on behalf of a the Fund and one or more other accounts advised by the Sub-Adviser, such the orders will be allocated as to price and amount among all such accounts in a manner believed to be equitable over time to each account. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ recognizes that in some cases this procedure may adversely affect the results obtained for the Fund. (c) The Sub-Adviser will maintain all required books and records required to be maintained by the Sub-Adviser pursuant to the 1940 Act and the rules and regulations promulgated thereunder with respect to transactions by the securities transactions Sub-Adviser on behalf of the FundsFund, and will furnish the Board and Adviser ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ with such periodic and special reports as the Board or Adviser ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ reasonably may request. In compliance with the requirements of Rule 31a-3 under the 1940 Act, the Sub-Adviser hereby agrees that all records which that it maintains for the Adviser Fund are the property of the AdviserTrust, and agrees to preserve for the periods prescribed by applicable law Rule 31a-2 under the 1940 Act any records which that it maintains for the Adviser Trust and which that are required to be maintainedmaintained by Rule 31a-1 under the 1940 Act, and further agrees to surrender promptly to the Adviser Trust any records which that it maintains for the Adviser Fund upon request by the Trust. (d) At such times as shall be reasonably requested by the Board or ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, the Sub-Adviser will provide the Board and ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ with economic and investment analyses and reports as well as quarterly reports setting forth the Fund's performance and make available to the Board and ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ any economic, statistical and investment services normally available to institutional or other customers of the Sub-Adviser. (e) In accordance with procedures adopted by the Board, as amended from time to time, the Sub-Adviser is responsible for assisting in the fair valuation of all portfolio securities and will use its reasonable efforts to arrange for the provision of a price(s) from a party(ies) independent of the Sub-Adviser for each portfolio security for which the custodian does not obtain prices in the ordinary course of business from an automated pricing service.

Duties as Sub-Adviser. (a) Subject to the supervision of the Trust's Board of Trustees ("Board") and Adviser, the Sub-Adviser will provide a continuous investment program for each Fund, including investment research and management, with respect to all or a portion of the securities and investments and cash equivalents of the Fund (the "Sub-Advised Assets"), such Sub-Advised Assets to be determined by the Adviser. The Sub-Adviser will determine from time to time what securities and other investments will be purchased, retained or sold with respect to the Sub-Advised Assets of each Fund, and the brokers and dealers through whom trades will be executed. (b) The Sub-Adviser agrees that, in placing orders with brokers and dealers, it will attempt to obtain the best net result in terms of price and execution. Consistent with this obligation, the Sub-Adviser may, in its discretion, purchase and sell portfolio securities from and to brokers and dealers who sell shares of the Funds or provide the Funds, Adviser's other clients, or Sub-Adviser's other clients with research, analysis, advice and similar services. The Sub-Adviser may pay to brokers and dealers, in return for such research and analysis, a higher commission or spread than may be charged by other brokers and dealers, subject to the Sub-Adviser determining in good faith that such commission or spread is reasonable in terms either of the particular transaction or of the overall responsibility of the Adviser and the Sub-Adviser to the Funds and their other clients and that the total commissions or spreads paid by each Fund will be reasonable in relation to the benefits to the Fund over the long term. In no instance will portfolio securities be purchased from or sold to the Sub-Adviser, or any affiliated person thereof, except in accordance with the applicable securities laws and the rules and regulations thereunder and any exemptive orders currently in effect. Whenever the Sub-Adviser simultaneously places orders to purchase or sell the same security on behalf of a Fund and one or more other accounts advised by the Sub-Adviser, such orders will be allocated as to price and amount among all such accounts in a manner believed to be equitable to each account. (c) The Sub-Adviser will maintain all required books and records with respect to the securities transactions of the Funds, and will furnish the Board and Adviser with such periodic and special reports as the Board or Adviser reasonably may request. Sub-Adviser hereby agrees that all records which it whi▇▇ ▇▇ maintains for the Adviser are the property of the Adviser, and agrees to preserve for the periods prescribed by applicable law any records which it maintains for the Adviser and which are required to be maintained, and further agrees to surrender promptly to the Adviser any records which it maintains for the Adviser upon request by the Adviser.

Duties as Sub-Adviser. (a) Subject to the supervision of the TrustCompany's Board of Trustees ("Board") and Adviser, the Sub-Adviser will provide a continuous investment program for each the Fund, including investment research and management, with respect to all or a portion of the securities and investments and cash equivalents of the Fund (the "Sub-Advised Assets"), such Sub-Advised Assets to be determined by the AdviserFund. The Sub-Adviser will determine from time to time what securities and other investments will be purchased, retained or sold with respect to the Sub-Advised Assets of each Fund, and the brokers and dealers through whom trades will be executed. (b) The Sub-Adviser agrees that, in placing orders with brokers and dealersbrokers, it will attempt to obtain the best net result in terms of price and execution. Consistent with this obligation, the Sub-Adviser may, in its discretion, purchase and sell portfolio securities from and to brokers and dealers who sell shares of the Funds Fund or provide the FundsFund, Adviser's other clients, or Sub-Adviser's other clients with research, analysis, advice and similar services. The Sub-Adviser may pay to brokers and dealers, in return for such research and analysis, a higher commission or spread than may be charged by other brokers and dealers, subject to the Sub-Adviser Adviser's determining in good faith that such commission or spread is reasonable in terms either of the particular transaction or of the overall responsibility of the Adviser and the Sub-Adviser to the Funds Fund and their other clients and that the total commissions or spreads paid by each the Fund will be reasonable in relation to the benefits to the Fund over the long term. In no instance will portfolio securities be purchased from or sold to the Sub-Adviser, or any affiliated person thereof, except in accordance with the applicable federal securities laws and the rules and regulations thereunder and any exemptive orders currently in effect. Whenever the Sub-Adviser simultaneously places orders to purchase or sell the same security on behalf of a Fund and one or more other accounts advised by the Sub-Adviser, such orders will be allocated as to price and amount among all such accounts in a manner believed to be equitable to each account. The Company recognizes that in some cases this procedure may adversely affect the results attained for the Fund. (c) The Sub-Adviser will maintain all required books and records with respect to the securities transactions of the FundsFund, and will furnish the Board and Adviser with such periodic and special reports as the Board or Adviser reasonably may request. In compliance with the requirements of Rule 31a-3 under the 1940 Act, the Sub-Adviser hereby agrees that all records which it maintains for the Adviser Company are the property of the AdviserCompany, and agrees to preserve for the periods prescribed by applicable law Rule 31a-2 under the 1940 Act any records which it maintains for the Adviser Company and which are required to be maintainedmaintained by Rule 31a-1 under the 1940 Act, and further agrees to surrender promptly to the Adviser Company any records which it maintains for the Adviser Company upon request by the AdviserCompany.

Duties as Sub-Adviser. (a) Subject to the supervision and direction of the Trust's Board of Trustees ("Board") and Adviserreview by ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, and any written guidelines adopted by the Board of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, the Sub-Adviser will provide a continuous investment program for each Fundthe Portfolio, including investment research and management, with respect . The Sub-Adviser may from time to all or a portion time seek research assistance and may rely upon resources available to it through its affiliated companies to the extent such actions would not constitute an "assignment" for purposes of the securities and investments and cash equivalents of 1940 Act but in no case shall such assistance and/or reliance relive the Fund (the "Sub-Advised Assets")Adviser of any if its obligations hereunder, such Sub-Advised Assets to nor shall the Portfolio or ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ be determined by the Adviserresponsible for any additional fees or expenses hereunder as a result. The Sub-Adviser will determine from time to time what securities and other investments will be purchased, retained or sold with respect to by the Portfolio. The Sub-Advised Assets Adviser will be responsible for placing purchase and sell orders for investments and for other related transactions. The Sub-Adviser will be responsible for voting proxies of each issuers of securities held by the Portfolio. The Sub-Adviser understands that the Portfolio's assets need to be managed so as to permit the Portfolio to qualify or to continue to qualify as a regulated investment company under Subchapter M of the Internal Revenue Code, as amended ("Code"). The Sub-Adviser will provide services under this Contract in accordance with the Portfolio's investment objective, policies and restrictions as stated in the Fund's Prospectus and in the Trust's currently effective registration statement under the 1940 Act, and the brokers and dealers through whom trades will be executedany amendments or supplements thereto ("Registration Statement"). (b) The Sub-Adviser agrees that, in placing orders with brokers and dealersbrokers, it will attempt to obtain the best net result in terms of price and execution. Consistent with this obligation; provided that, on behalf of the Portfolio, the Sub-Adviser may, in its discretion, purchase and sell portfolio securities from and to use brokers and dealers who sell shares of the Funds or provide the Funds, Adviser's other clients, or Sub-Adviser's other clients Adviser with research, analysis, advice and similar services. The services to execute portfolio transactions on behalf of the Portfolio, and the Sub-Adviser may pay to those brokers and dealers, in return for such brokerage and research and analysis, services a higher commission or spread than may be charged by other brokers and dealersbrokers, subject to the Sub-Adviser determining Adviser's determination in good faith that such commission or spread is reasonable in terms erms either of the particular transaction or of the overall responsibility of the Adviser and the Sub-Adviser to the Funds Portfolio and their its other clients and that the total commissions or spreads paid by each Fund the Portfolio will be reasonable in relation to the benefits to the Fund Portfolio over the long term. In no instance will portfolio securities be purchased from or sold to ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ or the Sub-Adviser, or any affiliated person thereof, except in accordance with the applicable federal securities laws and the rules and regulations thereunder thereunder. The Sub-Adviser may aggregate sales and any exemptive purchase orders currently in effectwith respect to the assets of the Portfolio with similar orders being made simultaneously for other accounts advised by the Sub-Adviser or its affiliates. Whenever the Sub-Adviser simultaneously places orders to purchase or sell the same security on behalf of a Fund the Portfolio and one or more other accounts advised by the Sub-Adviser, such the orders will be allocated as to t price and amount among all such accounts in a manner believed to be equitable over time to each account. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ recognizes that in some cases this procedure may adversely affect the results obtained for the Portfolio. (c) The Sub-Adviser will maintain all required books and records required to be maintained pursuant to the 1940 Act and the rules and regulations promulgated thereunder with respect to transactions by the securities transactions Sub-Adviser on behalf of the FundsPortfolio, and will furnish the Board and Adviser ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ with such periodic and special reports as the Board or Adviser ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ reasonably may request. In compliance with the requirements of Rule 31a-3 under the 1940 Act, the Sub-Adviser hereby agrees that all records which that it maintains for the Adviser Portfolio are the property of the AdviserTrust, and agrees to preserve for the periods prescribed by applicable law Rule 31a-2 under the 1940 Act any records which that it maintains for the Adviser Trust and which that are required to be maintainedmaintained by Rule 31a-1 under the 1940 Act, and further agrees to surrender promptly to the Adviser Trust any records which it maintains for the Adviser Portfolio upon request by the AdviserTrust. (d) At such times as shall be reasonably requested by the Board or ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, the Sub-Adviser will provide the Board and ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ with economic and investment analyses and reports as well as quarterly reports setting forth the Portfolio's performance and make available to the Board and ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ any economic, statistical and investment services that the Sub-Adviser normally makes available to its institutional or other customers. (e) In accordance with procedures adopted by the Board, as amended from time to time, the Sub-Adviser is responsible for assisting in the fair valuation of all portfolio securities and will use its reasonable efforts to arrange for the provision of a price(s) from a party(ies) independent of the Sub-Adviser for each portfolio security for which the custodian does not obtain prices in the ordinary course of business from an automated pricing service.

Duties as Sub-Adviser. (a) Subject to the supervision of and any guidelines adopted by the TrustFund's Board of Trustees Directors ("the 'Board") and Adviser'), the Sub-Adviser will provide a continuous investment program for each the Fund, including investment research and management, with respect to all or a portion of the securities and investments and cash equivalents of the Fund (the "Sub-Advised Assets"), such Sub-Advised Assets to be determined by the Adviser. The Sub-Adviser will determine from time to time what securities and other investments will be purchased, retained or sold with respect to by the Fund. The Sub-Advised Assets of each Fund, and the brokers and dealers through whom trades Adviser will be executedresponsible for placing purchase and sell orders for investments and for other related transactions. The Sub-Adviser will provide services under this Agreement in accordance with the Fund's investment objective, policies and restrictions as stated in the Fund's Registration Statement. (b) The Sub-Adviser agrees that, in placing orders with brokers and dealersbrokers, it will attempt to obtain the best net result in terms of price and execution. Consistent with this obligation; provided that, on behalf of the Fund, the Sub-Adviser may, in its discretion, purchase and sell portfolio securities from and to use brokers and dealers who sell shares of the Funds or provide the Funds, Adviser's other clients, or Sub-Adviser's other clients Fund with research, analysis, advice and similar services. The services to execute portfolio transactions on behalf of the Fund, and the Sub-Adviser may pay to those brokers and dealers, in return for such brokerage and research and analysis, services a higher commission or spread than may be charged by other brokers and dealersbrokers, subject to the Sub-Adviser Adviser's determining in good faith that such commission or spread is reasonable in terms either of the particular transaction or of the overall responsibility of the Adviser and the Sub-Adviser to the Funds Fund and their its other clients and that the total commissions or spreads paid by each the Fund will be reasonable in relation to the benefits to the Fund over the long term. In no instance will portfolio securities be purchased from or sold to the Sub-Adviser, or any affiliated person thereof, except in accordance with the applicable securities laws and the rules and regulations thereunder and any exemptive orders currently in effect. Whenever the Sub-Adviser simultaneously places orders to purchase or sell the same security on behalf of a Fund and one or more other accounts advised by the Sub-Adviser, such orders will be allocated as to price and amount among all such accounts in a manner believed to be equitable to each account.the (c) The Sub-Adviser will maintain all required books and records required to be maintained by the Sub-Adviser pursuant to the 1940 Act and the rules and regulations promulgated thereunder with respect to the securities transactions on behalf of the FundsFund, and will furnish the Board and Adviser ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ with such periodic and special reports as the Board or Adviser ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ reasonably may request. In compliance with the requirements of Rule 31a-3 under A-1 (d) At such times as shall be reasonably requested by the Board or ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, the Sub-Adviser hereby agrees that all records which it maintains for will provide the Adviser are Board and ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ with economic and investment analyses and reports as well as quarterly reports setting forth the property Fund's performance and make available to the Board and ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ any economic, statistical and investment services normally available to institutional or other customers of the Sub-Adviser, and agrees to preserve for the periods prescribed by applicable law any records which it maintains for the Adviser and which are required to be maintained, and further agrees to surrender promptly to the Adviser any records which it maintains for the Adviser upon request . (e) In accordance with procedures adopted by the AdviserBoard, as amended from time to time, the Sub-Adviser is responsible for assisting in the fair valuation of any illiquid portfolio securities and will assist in providing independent sources of market value for all other portfolio securities.

Duties as Sub-Adviser. (a) Subject to the supervision of the TrustPortfolio's Board of Trustees ("Board") and Adviser, the Sub-Adviser will provide a continuous investment program for each Fundthe Portfolio, including investment research and management, with respect to all or a portion of the securities and investments and cash equivalents of the Fund (the "Sub-Advised Assets"), such Sub-Advised Assets to be determined by the AdviserPortfolio. The Sub-Adviser will determine from time to time what securities and other investments will be purchased, retained or sold with respect to by the Sub-Advised Assets of each FundPortfolio., and the brokers and dealers through whom trades will be executed. (b) The Sub-Adviser agrees that, in placing orders with brokers and dealers, it will attempt to obtain the best net result results in terms of price and execution. Consistent with this obligation, the Sub-Adviser may, in its discretion, purchase and sell portfolio securities from and to brokers and dealers who sell shares of the Funds or provide the FundsPortfolio's, [Adviser's other clients's], or Sub-Adviser's other clients with research, analysis, advice and similar services. The Sub-Adviser may pay to brokers and dealerspay, in return for such services research and analysis, a higher commission or spread than may be charged by other brokers and dealers, subject to the Sub-Adviser Adviser's determining in good faith that such commission or spread is reasonable in terms either of the particular transaction or of the overall responsibility of the Adviser and the Sub-Adviser to the Funds Portfolio and their its other clients and that the total commissions or spreads paid by each Fund the Portfolio will be reasonable in relation to the benefits to the Fund Portfolio over the long term. In no instance will portfolio Portfolio securities be purchased from or sold to the Sub-Adviser, or any affiliated person thereof, except in accordance with the applicable federal securities laws and the rules and regulations thereunder and any exemptive orders currently in effect. Whenever the Sub-Adviser simultaneously places orders to purchase or sell the same security on behalf of a Fund the Portfolio and one or more other accounts advised by the Sub-Adviser, such orders will be allocated as to price and amount among all such accounts in a manner believed to be equitable to each account. The Portfolio recognizes that is some cases this procedure may adversely affect the results obtained for the Portfolio. (c) The Sub-Adviser will maintain all required books and records with respect to the securities transactions of the FundsPortfolio, and will furnish the Board and Adviser with such periodic and special reports as the Board or Adviser reasonably may request. In compliance with the requirements of Rule 31a-3 under the 1940 Act, the Sub-Adviser hereby agrees that all records which it maintains for the Adviser Portfolio are the property of the AdviserPortfolio, and agrees to preserve for the periods prescribed by applicable law Rule 31a-2 under the 1940 Act any records which it maintains for the Adviser and which are required to be maintained, and further agrees to surrender promptly to the Adviser any records which it maintains for the Adviser upon request by the Adviser.1

Duties as Sub-Adviser. (a) Subject to the supervision and direction of the Trust's Board of Trustees ("Board") and Adviserreview by ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, and any written guidelines adopted by the Board or ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, the Sub-Sub- Adviser will provide a continuous investment program for each with respect to the international segment of the Fund's investments, including investment research and management, with respect management to all or a portion of the securities and investments and cash equivalents in the Fund allocated by ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ to the international segment of the Fund (the "Sub-Advised Assets"), such Sub-Advised Assets to be determined by the AdviserFund's investments. The Sub-Adviser will determine from time to time what securities and other investments will be purchased, retained or sold by the Fund in the international segment of the Fund's investments. The Sub-Adviser will be responsible for placing purchase and sell orders for investments and for other related transactions with respect to the international segment of the Fund's investments. The Sub-Advised Assets of each Adviser will provide services under this Contract in accordance with the Fund's investment objective, policies and restrictions as stated in the Trust's currently effective registration statement under the 1940 Act, and the brokers and dealers through whom trades will be executedany amendments or supplements thereto ("Registration Statement"). (b) The Sub-Adviser agrees that, in placing orders with brokers and dealersbrokers, it will attempt to obtain the best net result in terms of price and execution. Consistent with this obligation; provided that, on behalf of the Fund, the Sub-Adviser may, in its discretion, purchase and sell portfolio securities from and to use brokers and dealers who sell shares of the Funds or provide the Funds, Adviser's other clients, or Sub-Adviser's other clients Adviser with research, analysis, advice and similar services. The services to execute portfolio transactions, and the Sub-Adviser may pay to those brokers and dealers, in return for such brokerage and research and analysis, services a higher commission or spread than may be charged by other brokers and dealersbrokers, subject to the Sub-Adviser Adviser's determining in good faith that such commission or spread is reasonable in terms either of the particular transaction or of the overall responsibility of the Adviser and the Sub-Adviser to the Funds Fund and their its other clients and that the total commissions or spreads paid by each the Fund will be reasonable in relation to the benefits to the Fund over the long term. In no instance will portfolio securities be purchased from or sold to the Sub-Adviser, or any affiliated person thereof, except in accordance with the applicable federal securities laws and the rules and regulations thereunder and any exemptive orders currently in effectthereunder. Whenever the Sub-Sub- Adviser simultaneously places orders to purchase or sell the same security on behalf of a the Fund and one or more other accounts advised by the Sub-Adviser, such the orders will be allocated as to price and amount among all such accounts in a manner believed to be equitable over time to each account. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ recognizes that in some cases this procedure may adversely affect the results obtained for the Fund. (c) The Sub-Adviser will maintain all required books and records required to be maintained pursuant to the 1940 Act and the rules and regulations promulgated thereunder with respect to actions by the securities transactions Sub-Adviser on behalf of the FundsFund, and will furnish the Board and Adviser ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ with such periodic and special reports as the Board or Adviser ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ reasonably may request. In compliance with the requirements of Rule 31a-3 under the 1940 Act, the Sub-Adviser hereby agrees that all records which that it maintains for the Adviser Fund are the property of the AdviserTrust, and agrees to preserve for the periods prescribed by applicable law Rule 31a-2 under the 1940 Act any records which that it maintains for the Adviser Trust and which that are required to be maintainedmaintained by Rule 31a-1 under the 1940 Act, and further agrees to surrender promptly to the Adviser Trust any records which that it maintains for the Adviser Fund upon request by the AdviserTrust. (d) At such times as shall be reasonably requested by the Board or ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, the Sub- Adviser will provide the Board and ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ with economic and investment analyses and reports as well as quarterly reports setting forth the performance of the international segment of the Fund's investments and make available to the Board and ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ any economic, statistical and investment services that the Sub-Adviser normally makes available to its institutional or other customers. (e) In accordance with procedures adopted by the Board, as amended from time to time, the Sub- Adviser is responsible for assisting in the fair valuation of all portfolio securities and will use its reasonable efforts to arrange for the provision of a price(s) from a party(ies) independent of the Sub-Adviser for each portfolio security for which the custodian does not obtain prices in the ordinary course of business from an automated pricing service.

Duties as Sub-Adviser. (a) Subject to the supervision of the TrustCompany's Board of Trustees ("Board") and Adviser, the Sub-Adviser will provide a continuous investment program for each the Fund, including investment research and management, with respect to all or a portion of the securities and investments and cash equivalents of the Fund (the "Sub-Advised Assets"), such Sub-Advised Assets to be determined by the AdviserFund. The Sub-Adviser will determine from time to time what securities and other investments will be purchased, retained or sold with respect to the Sub-Advised Assets of each Fund, and the brokers and dealers through whom trades will be executed. (b) The Sub-Adviser agrees that, in placing orders with brokers and dealersbrokers, it will attempt to obtain the best net result in terms of price and execution. Consistent with this obligation, the Sub-Adviser may, in its discretion, purchase and sell portfolio securities from and to brokers and dealers who sell shares of the Funds Fund or provide the FundsFund, Adviser's other clients, or Sub-Adviser's other clients with research, analysis, advice and similar services. The Sub-Adviser may pay to brokers and dealers, in return for such research and analysis, a higher commission or spread than may be charged by other brokers and dealers, subject to the Sub-Adviser Adviser's determining in good faith that such commission or spread is reasonable in terms either of the particular transaction or of the overall responsibility of the Adviser and the Sub-Adviser to the Funds Fund and their its other clients and that the total commissions or spreads paid by each the Fund will be reasonable in relation to the benefits to the Fund over the long term. In no instance will portfolio securities be purchased from or sold to the Sub-Adviser, or any affiliated person thereof, except in accordance with the applicable federal securities laws and the rules and regulations thereunder and any exemptive orders currently in effect. Whenever the Sub-Adviser simultaneously places orders to purchase or sell the same security on behalf of a the Fund and one or more other accounts advised by the Sub-Adviser, such orders will be allocated as to price and amount among all such accounts in a manner believed to be equitable to each account. The Company recognizes that in some cases this procedure may adversely affect the results attained for the Fund. (c) The Sub-Adviser will maintain all required books and records with respect to the securities transactions of the FundsFund, and will furnish the Board and Adviser with such periodic and special reports as the Board or Adviser reasonably may request. In compliance with the requirements of Rule 31a-3 under the 1940 Act, the Sub-Adviser hereby agrees that all records which it maintains for the Adviser Company are the property of the AdviserCompany, and agrees to preserve for the periods prescribed by applicable law Rule 31a-2 under the 1940 Act any records which it maintains for the Adviser Company and which are required to be maintainedmaintained by Rule 31a-1 under the 1940 Act, and further agrees to surrender promptly to the Adviser Company any records which it maintains for the Adviser Company upon request by the AdviserCompany.

Duties as Sub-Adviser. (a) Subject to the supervision and direction of the Trust's ’s Board of Trustees ("“Board"”) and of the Adviser, and all written guidelines adopted by the Trust or the Adviser that are provided to the Sub-Adviser, the Sub-Adviser will provide a continuous investment program for each Fundwith respect to the Fund Account, including investment research and management, with respect to management for all or a portion of the securities and investments and cash equivalents of in the Fund (the "Sub-Advised Assets"), such Sub-Advised Assets to be determined by the AdviserAccount. The Sub-Adviser will determine from time to time what securities and other investments in the Fund Account will be purchased, retained or sold by the Fund. The Sub-Adviser will be responsible for placing purchase and sell orders for investments and for other related transactions with respect to the Fund Account. The Sub-Advised Assets Adviser will provide services under this Contract in accordance with the Fund’s investment objective, policies and restrictions and the description of each Fundits investment strategy and style, all as stated in the Trust’s registration statement under the 1940 Act, and any amendments or supplements thereto (“Registration Statement”) of which the brokers and dealers through whom trades will be executedSub-Adviser has notice. The Sub-Adviser shall not consult with any other sub-adviser of the Fund concerning transactions for the Fund in securities or other assets. (b) The Sub-Adviser is authorized to select the brokers (including dealers) to execute transactions for the Fund Account. The Sub-Adviser agrees that, in placing orders with brokers and dealersbrokers, it will attempt seek to obtain the best net result in terms of price and execution. Consistent with this obligation; provided that, on behalf of the Fund, the Sub-Adviser may, in its discretion, purchase and sell portfolio securities from and to use brokers and dealers who sell shares (including brokers that may be affiliates of the Funds or Sub-Adviser to the extent permitted by Section 3(c) hereof) who provide the Funds, Adviser's other clients, or Sub-Adviser's other clients Adviser with research, analysis, advice and similar services. The services to execute portfolio transactions, and the Sub-Adviser may pay to those brokers and dealers, in return for such brokerage and research and analysis, services a higher commission (which may be a ▇▇▇▇-up or spread ▇▇▇▇ down in certain circumstances) than may be charged by other brokers and dealersbrokers, subject to the Sub-Adviser Adviser’s determining in good faith that such commission or spread is reasonable in terms either of the particular transaction or of the overall responsibility of the Adviser and the Sub-Adviser to the Funds Fund and their its other clients and that the total commissions or spreads paid by each the Fund will be reasonable in relation to the benefits to the Fund over the long term. In no instance will portfolio securities be purchased from or sold to the Sub-Adviser, or any affiliated person thereof, except in accordance with the applicable federal securities laws and the rules and regulations thereunder and any exemptive orders currently in effectthereunder. Whenever the Sub-Adviser simultaneously places orders to purchase or sell the same security on behalf of a the Fund and one or more other accounts advised by the Sub-Adviser, such the orders will be allocated as to price and amount among all such accounts in a manner believed to be equitable over time to each account. The Adviser recognizes that in some cases this procedure may adversely affect the results obtained for the Fund. (c) The Sub-Adviser will not execute, without the prior written approval of the Adviser, any portfolio transactions for the Fund Account with a broker which is (i) an affiliated person of the Trust, including the Adviser or any Sub-Adviser for any Fund of the Trust; (ii) a principal underwriter of the Fund's shares; or (iii) an affiliated person of such an affiliated person or principal underwriter. The Adviser agrees that it will provide the Sub-Adviser with a list of such brokers and dealers and will, from time to time, update such list as necessary. (d) The Sub-Adviser will maintain all required books and records required to be maintained pursuant to the 1940 Act and the rules and regulations promulgated thereunder with respect to actions by the securities transactions Sub-Adviser on behalf of the FundsFund, and will furnish the Board and the Adviser with such periodic and special reports as the Board or the Adviser reasonably may request. In compliance with the requirements of Rule 31a-3 under the 1940 Act, the Sub-Adviser hereby agrees that all records which that it maintains for the Adviser Fund are the property of the AdviserTrust, and agrees to preserve for the periods prescribed by applicable law Rule 31a-2 under the 1940 Act any records which that it maintains for the Adviser Trust and which that are required to be maintainedmaintained by Rule 31a-1 under the 1940 Act, and further agrees to surrender promptly to the Adviser Trust a complete set of any records which that it maintains for the Adviser Fund upon request by the Trust. (e) All transactions will be consummated by payment to or delivery by the custodian designated by the Trust (the “Custodian”), or such depositories or agents as may be designated by the Custodian in writing, of all cash and/or securities due to or from the Fund Account, and the Sub-Adviser shall not have possession or custody thereof. The Sub-Adviser shall advise the Custodian and confirm in writing to the Trust and to the Adviser or any other designated agent of the Fund all investment orders for the Fund Account placed by it with brokers and dealers at the time and in the manner set forth in Rule 31a-1 under the 1940 Act. For purposes of the foregoing sentence, communication to the Custodian via DTC is acceptable. The Trust shall issue to the Custodian such instructions as may be appropriate in connection with the settlement of any transaction initiated by the Sub-Adviser. The Trust shall be responsible for all custodial arrangements and the payment of all custodial charges and fees, and, upon giving proper instructions to the Custodian, the Sub-Adviser shall have no responsibility or liability with respect to custodial arrangements or the acts, omissions or other conduct of the Custodian, except that it shall be the responsibility of the Sub-Adviser to communicate it to the Adviser if the Custodian fails to confirm in writing proper execution of the instructions. (f) At such times as shall be reasonably requested by the Board or the Adviser, the Sub-Adviser will provide the Board and the Adviser with economic and investment analyses and reports as well as quarterly reports setting forth the performance of the Fund Account and make available to the Board and Adviser any economic, statistical and investment services that the Sub-Adviser normally makes available to its institutional or other customers generally. (g) In accordance with procedures adopted by the Board, as amended from time to time, the Sub-Adviser is responsible for assisting in the fair valuation of all portfolio securities and will use its reasonable efforts to arrange for the provision of valuation information or a price(s) from a party(ies) independent of the Sub-Adviser for each portfolio security for which the custodian does not obtain prices in the ordinary course of business from an automated pricing service.

Duties as Sub-Adviser. (a) Subject to the supervision and direction of the Trust's Board of Trustees ("Board") and review by the Adviser, and any written guidelines adopted by the Board or the Adviser, the Sub-Adviser will provide a continuous investment program for each with respect to the Fund's investments, including investment research and management, with respect management to all or a portion of the securities and investments and cash equivalents of in the Fund (the "Sub-Advised Assets"), such Sub-Advised Assets to be determined by the AdviserFund. The Sub-Adviser will determine from time to time what securities and other investments will be purchased, retained or sold by the Fund. The Sub-Adviser will be responsible for placing purchase and sell orders for investments and for other related transactions with respect to the Fund's investments. The Sub-Advised Assets of Adviser will provide services under this Contract in accordance with the each Fund's investment objective, policies and restrictions as stated in the Trust's currently effective registration statement under the 1940 Act, and the brokers and dealers through whom trades will be executedany amendments or supplements thereto ("Registration Statement"). (b) The Sub-Adviser agrees that, in placing orders with brokers and dealersbrokers, it will attempt to obtain the best net result in terms of price and execution. Consistent with this obligation; provided that, on behalf of the Fund, the Sub-Adviser may, in its discretion, purchase and sell portfolio securities from and to use brokers and dealers who sell shares of the Funds or provide the Funds, Adviser's other clients, or Sub-Adviser's other clients Adviser with research, analysis, advice and similar services. The services to execute portfolio transactions, and the Sub-Adviser may pay to those brokers and dealers, in return for such brokerage and research and analysis, services a higher commission or spread than may be charged by other brokers and dealersbrokers, subject to the Sub-Adviser Adviser's determining in good faith that such commission or spread is reasonable in terms either of the particular transaction or of the overall responsibility of the Adviser and the Sub-Adviser to the Funds Fund and their its other clients and that the total commissions or spreads paid by each the Fund will be reasonable in relation to the benefits to the Fund over the long term. In no instance will portfolio securities be purchased from or sold to the Sub-Adviser, or any affiliated person thereof, except in accordance with the applicable federal securities laws and the rules and regulations thereunder and any exemptive orders currently in effectthereunder. Whenever the Sub-Adviser simultaneously places orders to purchase or sell the same security on behalf of a the Fund and one or more other accounts advised by the Sub-Adviser, such the orders will be allocated as to price and amount among all such accounts in a manner believed to be equitable over time to each account. The Adviser recognizes that in some cases this procedure may adversely affect the results obtained for the Fund. (c) The Sub-Adviser will maintain all required books and records required to be maintained pursuant to the 1940 Act and the rules and regulations promulgated thereunder with respect to actions by the securities transactions Sub-Adviser on behalf of the FundsFund, and will furnish the Board and the Adviser with such periodic and special reports as the Board or the Adviser reasonably may request. In compliance with the requirements of Rule 31a-3 under the 1940 Act, the Sub-Adviser hereby agrees that all records which that it maintains for the Adviser Fund are the property of the AdviserTrust, and agrees to preserve for the periods prescribed by applicable law Rule 31a-2 under the 1940 Act any records which that it maintains for the Adviser Trust and which that are required to be maintainedmaintained by Rule 31a-1 under the 1940 Act, and further agrees to surrender promptly to the Adviser Trust any records which that it maintains for the Adviser Fund upon request by the Trust. For legal and regulatory compliance purposes, the Sub-Adviser may retain at its offices copies of records that it maintained for the Fund. (d) At such times as shall be reasonably requested by the Board or the Adviser, the Sub-Adviser will provide the Board and the Adviser with economic and investment analyses and reports as well as quarterly reports setting forth the performance of the Fund's investments and make available to the Board and the Adviser any economic, statistical and investment services that the Sub-Adviser normally makes available to its institutional or other customers.

Duties as Sub-Adviser. (a) Subject to the supervision of and any guidelines adopted by the TrustFund's Board of Trustees Directors (the "Board") and the Adviser, the Sub-Adviser will provide a continuous investment program for each Fundthe Portfolios, including investment research and management, with respect to all or a portion of the securities and investments and cash equivalents of the Fund (the "Sub-Advised Assets"), such Sub-Advised Assets to be determined by the Adviser. The Sub-Adviser will determine from time to time what securities and other investments will be purchased, retained or sold by the Portfolios. The Sub-Adviser will be responsible for placing purchase and sell orders for investments and for other related transactions. The Sub-Adviser will provide services under this Agreement in accordance with each Portfolio's investment objectives, policies and restrictions as stated with respect to such Portfolio in the Sub-Advised Assets of each Fund, and the brokers and dealers through whom trades will be executed.'s Registration Statement on Form N-1A. (b) The Sub-Adviser agrees that, in placing orders with brokers and dealersbrokers, it will attempt to obtain the best net result in terms of price and execution. Consistent with this obligation; provided that, on behalf of the Portfolio's, the Sub-Adviser may, in its discretion, purchase and sell portfolio securities from and to use brokers and dealers who sell shares of the Funds or provide the Funds, Adviser's other clients, or Sub-Adviser's other clients Adviser with research, analysis, advice and similar services. The services to execute transactions with respect to a Portfolio, and the Sub-Adviser may pay to those brokers and dealers, in return for such brokerage and research and analysis, services a higher commission or spread than may be charged by other brokers brokers, so long as (i) such commission is paid in compliance with all applicable state and dealers, subject to Federal laws and in accordance with this Agreement and (ii) the Sub-Adviser determining has determined in good faith that such commission or spread is reasonable in terms either of the particular transaction or of the overall responsibility of the Adviser and the Sub-Sub- Adviser to the Funds such Portfolio and their its other clients and that the total commissions or spreads paid by each Fund such Portfolio will be reasonable in relation to the benefits to the Fund such Portfolio over the long term. In no instance will portfolio securities of any Portfolio be purchased from or sold to the Sub-Adviser, or any affiliated person thereof, thereof except in accordance with the applicable Federal securities laws and the rules and regulations thereunder thereunder. The Sub- Adviser may aggregate sales and any exemptive purchase orders currently in effectwith respect to the assets of the Portfolios with similar orders being made simultaneously for other accounts advised by the Sub-Adviser or its affiliates. Whenever the Sub-Adviser simultaneously places orders to purchase or sell the same security on behalf of a Fund Portfolio and one or more other accounts advised by the Sub-Adviser, such the orders will be allocated as to price and amount among all such accounts in a manner believed to be equitable over time to each such account. The Adviser recognizes that in some cases this procedure may adversely affect the results obtained for such Portfolio. (c) The Sub-Adviser will maintain all required books and records required to be maintained by the Sub- Adviser pursuant to the 1940 Act and the rules and regulations promulgated thereunder with respect to transactions by the securities transactions Sub-Adviser on behalf of the FundsPortfolios, and will furnish the Board and the Adviser with such periodic and special reports as the Board or the Adviser may reasonably may request. In compliance with the requirements of Rule 31a-3 under the 1940 Act, the Sub-Adviser hereby agrees that all records which it maintains for the Adviser Portfolios are the property of the AdviserFund, and agrees to preserve for the periods prescribed by applicable law Rule 31a-2 under the 1940 Act any records which it maintains for the Adviser Fund and which are required to be maintainedmaintained by Rule 31a-1 under the 1940 Act, and further agrees to surrender promptly to the Adviser Fund any records which it maintains for the Adviser Portfolios upon request by the Fund. (d) At such times as shall be reasonably requested by the Board or the Adviser, the Sub-Adviser will provide the Board and the Adviser with economic and investment analyses and reports as well as quarterly reports setting forth the performance of the Portfolios and make available to the Board and the Adviser any economic, statistical and investment services normally available to institutional or other customers of the Sub-Adviser. Upon reasonable advance notice, twice each calendar year the Sub-Adviser will make its officers and employees available to meet with the Board and employees of the Fund at the Fund's principal place of business or another mutually agreed upon location to review the securities of the Portfolios. (e) In accordance with procedures adopted by the Board, as amended from time to time, the Sub- Adviser is responsible for assisting in the fair valuation of all securities constituting the Portfolios and will use its reasonable efforts to arrange for the provision of a price from a party or parties independent of the Sub-Adviser for each security constituting part of a Portfolio for which the Fund or the Fund's administrator is unable to obtain prices in the ordinary course of business from an automated pricing service.

Duties as Sub-Adviser. (a) Subject to the supervision of the Trust's Board of Trustees (the "Board") and AdviserEII, the Sub-Adviser will provide a continuous investment program for each Fundthe Series, including investment research and management, with respect to all or a portion of the securities and investments and cash equivalents of the Fund (the "Sub-Advised Assets"), such Sub-Advised Assets to be determined by the Adviserresearch. The Sub-Adviser Although EII alone will determine from time to time what securities and other the investments that will be purchased, retained or sold with respect to by the Series, the Sub-Advised Assets Adviser will assist EII in such determinations. The Sub-Adviser will, at the direction of each FundEII, be responsible for placing purchase and sell orders for investments with broker-dealers, and for other related transactions. The Sub-Adviser will provide services under this Agreement in accordance with the brokers Series's investment objectives, policies and dealers through whom trades will be executedrestrictions as stated in the Series's Prospectus. (b) The Sub-Adviser agrees that, in placing orders with brokers and dealersbrokers, it will attempt to obtain the best net result in terms of price and execution. Consistent with this obligation; provided that, on behalf of the Series, the Sub-Adviser may, in its discretion, purchase use brokers who provide the Series with analysis and sell other research services to execute portfolio securities from and to brokers and dealers who sell shares transactions on behalf of the Funds or provide Series, and the Funds, Adviser's other clients, or Sub-Adviser's other clients with research, analysis, advice and similar services. The Sub-Adviser may pay to those brokers and dealers, in return for such brokerage and research and analysis, services a higher commission or spread than may be charged by other brokers and dealersbrokers, subject to the Sub-Adviser Adviser's determining in good faith that (i) such commission or spread is reasonable in terms either of the particular transaction or of the overall responsibility of the Adviser and the Sub-Adviser and its affiliates to the Funds Series and their its other clients clients, and that (ii) the total commissions or spreads paid by each Fund the Series will be reasonable in relation to the benefits to the Fund Series over the long term. In no instance will portfolio securities be purchased from or sold to the Sub-Adviser, or any affiliated person thereof, except in accordance with the applicable federal securities laws and the rules and regulations thereunder and any exemptive orders currently in effectthereunder. Whenever the Sub-Adviser simultaneously places orders to purchase or sell the same security on behalf of a Fund the Series and one or more other accounts advised by the Sub-Adviser, such orders will be allocated as to price and amount among all such accounts in a manner believed to be equitable to each account. EII recognizes that in some cases this procedure may adversely affect the results obtained for the Series. (c) The Sub-Adviser will maintain all required books and records required to be maintained by the Sub-Adviser pursuant to the 1940 Act and the rules and regulations promulgated thereunder with respect to the securities transactions on behalf of the FundsSeries, and will furnish the Board and Adviser EII with such periodic and special reports as the Board or Adviser EII reasonably may request. In compliance with the requirements of Rule 31a-3 under the 1940 Act, the Sub-Adviser hereby agrees that all records which it maintains for the Adviser Series are the property of the AdviserTrust, and agrees to preserve for the periods prescribed by applicable law Rule 31a-2 under the 1940 Act any records which it maintains for the Adviser Trust and which are required to be maintainedmaintained by Rule 31a-1 under the 1940 Act, and further agrees to surrender promptly to the Adviser Trust any records which it maintains for the Adviser Trust upon request by the AdviserTrust. (d) At such times as shall be reasonably requested by the Board or EII, the Sub-Adviser will provide the Board and EII with investment analyses and reports and make available to the Board and EII any statistical and investment services normally available to similar investment companies based on industry standards.

Duties as Sub-Adviser. (a) Subject to the supervision and direction of the Trust's Board of Trustees ("Board") and Adviserreview by ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, and any written guidelines adopted by the Board or ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, the Sub-Adviser will provide a continuous investment program for each Fundthe Portfolio, including investment research and management, with respect . The Sub-Adviser may from time to all or a portion time seek research assistance and may rely upon resources available to it through its affiliated companies to the extent such actions would not constitute an "assignment" for purposes of the securities and investments and cash equivalents of 1940 Act but in no case shall such assistance and/or reliance relieve the Fund (the "Sub-Advised Assets")Adviser of any of its obligations hereunder, such Sub-Advised Assets to nor shall the Portfolio or ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ be determined by the Adviserresponsible for any additional fees or expenses hereunder as a result. The Sub-Adviser will determine from time to time what securities and other investments will be purchased, retained or sold with respect to by the Portfolio. The Sub-Advised Assets Adviser will be responsible for placing purchase and sell orders for investments and for other related transactions. The Sub-Adviser will be responsible for voting proxies of each Fundissuers of securities held by the Portfolio. The Sub-Adviser understand that the Portfolio's assets need to be managed so as to permit the Portfolio to qualify or to continue to qualify as a regulated investment company under Subchapter M of the Internal Revenue Code, as amended ("Code"). The Sub-Adviser will provide services under this Agreement in accordance with the Portfolio's investment objective, policies and restrictions as stated in the Portfolio's Prospectus and in the Trust's currently effective registration statement under the 1940 Act, and the brokers and dealers through whom trades will be executedany amendments or supplements thereto ("Registration Statement"). (b) The Sub-Adviser agrees that, in placing orders with brokers and dealersbrokers, it will attempt to obtain the best net result in terms of price and execution. Consistent with this obligation; provided that, on behalf of the Portfolio, the Sub-Adviser may, in its discretion, purchase and sell portfolio securities from and to use brokers and dealers who sell shares of the Funds or provide the Funds, Adviser's other clients, or Sub-Adviser's other clients Adviser with research, analysis, advice and similar services. The services to execute portfolio transactions on behalf of the Portfolio, and the Sub-Adviser may pay to those brokers and dealers, in return for such brokerage and research and analysis, services a higher commission or spread than may be charged by other brokers and dealersbrokers, subject to the Sub-Adviser determining Adviser's determination in good faith that such commission or spread is reasonable in terms either of the particular transaction or of the overall responsibility of the Adviser and the Sub-Adviser to the Funds Portfolio and their its other clients and that the total commissions or spreads paid by each Fund the Portfolio will be reasonable in relation to the benefits to the Fund Portfolio over the long term. In no instance will portfolio securities be purchased from or sold to ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ or the Sub-Adviser, or any affiliated person thereof, except in accordance with the applicable federal securities laws and the rules and regulations thereunder thereunder. The Sub-Adviser may aggregate sales and any exemptive purchase orders currently in effectwith respect to the assets of the Portfolio with similar orders being made simultaneously for other accounts advised by the Sub-Adviser or its affiliates. Whenever the Sub-Adviser simultaneously places orders to purchase or sell the same security on behalf of a Fund the Portfolio and one or more other accounts advised by the Sub-Adviser, such the orders will be allocated as to price and amount among all such accounts in a manner believed to be equitable over time to each account. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ recognizes that in some cases this procedure may adversely affect the results obtained for the Portfolio. (c) The Sub-Adviser will maintain all required books and records required to be maintained pursuant to the 1940 Act and the rules and regulations promulgated thereunder with respect to transactions by the securities transactions Sub-Adviser on behalf of the FundsPortfolio, and will furnish the Board and Adviser ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ with such periodic and special reports as the Board or Adviser ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ reasonably may request. In compliance with the requirements of Rule 31a-3 under the 1940 Act, the Sub-Adviser hereby agrees that all records which it maintains for the Adviser Portfolio are the property of the AdviserTrust, and agrees to preserve for the periods prescribed by applicable law Rule 31a-2 under the 1940 Act any records which that it maintains for the Adviser Portfolio and which that are required to be maintainedmaintained by Rule 31a-1 under the 1940 Act, and further agrees to surrender promptly to the Adviser Trust any records which it maintains for the Adviser Portfolio upon request by the AdviserTrust. (d) At such times as shall be reasonably requested by the Board or ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, the Sub-Adviser will provide the Board and ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ with economic and investment analyses and reports as well as quarterly reports setting forth the Portfolio's performance and make available to the Board and ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ any economic, statistical and investment services that the Sub-Adviser normally makes available to its institutional or other customers. (e) In accordance with procedures adopted by the Board, as amended from time to time, the Sub-Adviser is responsible for assisting in the fair valuation of all portfolio securities and will use its reasonable efforts to arrange for the provision of a price(s) from a party(ies) independent of the Sub-Adviser for each portfolio security for which the custodian does not obtain prices in the ordinary course of business from an automated pricing service.

Duties as Sub-Adviser. (a) Subject to the supervision of the TrustPortfolio's Board of Trustees ("Board") and AdviserChancellor SSM, the Sub-Adviser will provide a continuous investment program for each Fundprogram, including investment research and management, with respect to all or for a portion of the securities and investments and cash equivalents of the Fund Portfolio to be determined by the Manager (the "Sub-Advised Assets"), such Sub-Advised Assets to be determined by the Adviser. The Sub-Adviser will determine from time to time what securities and other investments will to be purchased, retained or sold with respect to the Sub-Advised Assets of each Fund, and the brokers and dealers through whom trades Portfolio. The Sub-Adviser will be executedresponsible for placing purchase and sell orders for such investments and for other related transactions. The Sub-Adviser will provide services under this Agreement in accordance with the Portfolio's investment objectives, policies and restrictions as stated in the Portfolio's registration statement. (b) The Sub-Adviser agrees that, in placing orders with brokers and dealersbrokers, it will attempt to obtain the best net result in terms of price and execution. Consistent with this obligation; provided that, on behalf of the Portfolio, the Sub-Adviser may, in its discretion, purchase portfolio securities from and sell portfolio securities from and to brokers and dealers who sell shares of the Funds or provide the Funds, Adviser's other clients, or Sub-Adviser's other clients Portfolio with research, analysis, advice and similar services. The , and the Sub-Adviser may pay to brokers and dealersthose brokers, in return for such research and analysisservices, a higher commission or spread than may be charged by other brokers and dealersbrokers, subject to the Sub-Adviser determining in good faith that such commission or spread is reasonable in terms either of the particular transaction or of the overall responsibility of the Adviser and the Sub-Adviser to the Funds Portfolio and their its other clients and that the total commissions or spreads paid by each Fund the Portfolio will be reasonable in relation to the benefits to the Fund Portfolio over the long term. In no instance will portfolio securities be purchased from or sold to the Sub-Adviser, or any affiliated person thereof, except in accordance with the applicable federal securities laws and the rules and regulations thereunder and any exemptive orders currently in effectthereunder. Whenever the Sub-Sub- Adviser simultaneously places orders to purchase or sell the same security on behalf of a Fund the Portfolio and one or more other accounts advised by the Sub-Adviser, such orders will be allocated as to price and amount among all such accounts in a manner believed to be equitable to each account. (c) The Sub-Adviser will maintain all required books and records required to be maintained by the Sub-Adviser pursuant to the 1940 Act and the rules and regulations promulgated thereunder with respect to the securities transactions on behalf of the FundsPortfolio, and will furnish the Board and Adviser Chancellor SSM with such periodic and special reports as the Board or Adviser reasonably Chancellor SSM reasonable may request. In compliance with the requirements of Rule 31a-3 under the 1940 Act, the Sub-Adviser hereby agrees that all records which it maintains for the Adviser Portfolio are the property of the AdviserPortfolio, and agrees to preserve for the periods prescribed by applicable law Rule 31a-2 under the 1940 Act any records which it maintains for the Adviser Portfolio and which are required to be maintainedmaintained by Rule 31a-1 under the 1940 Act, and further agrees to surrender promptly to the Adviser Portfolio any records which it maintains for the Adviser Portfolio upon request by the Portfolio. (d) The Sub-Adviser will provide the Board and Chancellor SSM on a regular basis with economic and investment analyses and reports and make available to the Board and Chancellor SSM upon request any economic, statistical and investment services normally available to institutional or other customers of the Sub-Adviser.

Duties as Sub-Adviser. (a) Subject to the supervision of the TrustPortfolio's Board of Trustees ("Board") and AdviserChancellor SSM, the Sub-Adviser will provide a continuous investment program for each Fundprogram, including investment research and management, with respect to all or for a portion of the securities and investments and cash equivalents of the Fund Portfolio to be determined by the Manager (the "Sub-Advised Assets"), such Sub-Advised Assets to be determined by the Adviser. The Sub-Adviser will determine from time to time what securities and other investments will to be purchased, retained or sold with respect to the Sub-Advised Assets of each Fund, and the brokers and dealers through whom trades Portfolio. The Sub-Adviser will be executedresponsible for placing purchase and sell orders for such investments and for other related transactions. The Sub-Adviser will provide services under this Agreement in accordance with the Portfolio's investment objectives, policies and restrictions as stated in the Portfolio's registration statement. (b) The Sub-Adviser agrees that, in placing orders with brokers and dealersbrokers, it will attempt to obtain the best net result in terms of price and execution. Consistent with this obligation; provided that, on behalf of the Portfolio, the Sub-Adviser may, in its discretion, purchase portfolio securities from and sell portfolio securities from and to brokers and dealers who sell shares of the Funds or provide the Funds, Adviser's other clients, or Sub-Adviser's other clients Portfolio with research, analysis, advice and similar services. The , and the Sub-Adviser may pay to brokers and dealersthose brokers, in return for such research and analysisservices, a higher commission or spread than may be charged by other brokers and dealersbrokers, subject to the Sub-Adviser determining in good faith that such commission or spread is reasonable in terms either of the particular transaction or of the overall responsibility of the Adviser and the Sub-Adviser to the Funds Portfolio and their its other clients and that the total commissions or spreads paid by each Fund the Portfolio will be reasonable in relation to the benefits to the Fund Portfolio over the long term. In no instance will portfolio securities be purchased from or sold to the Sub-Adviser, or any affiliated person thereof, except in accordance with the applicable federal securities laws and the rules and regulations thereunder and any exemptive orders currently in effectthereunder. Whenever the Sub-Adviser simultaneously places orders to purchase or sell the same security on behalf of a Fund the Portfolio and one or more other accounts advised by the Sub-Adviser, such orders will be allocated as to price and amount among all such accounts in a manner believed to be equitable to each account. (c) The Sub-Adviser will maintain all required books and records required to be maintained by the Sub-Adviser pursuant to the 1940 Act and the rules and regulations promulgated thereunder with respect to the securities transactions on behalf of the FundsPortfolio, and will furnish the Board and Adviser Chancellor SSM with such periodic and special reports as the Board or Adviser reasonably Chancellor SSM reasonable may request. In compliance with the requirements of Rule 31a-3 under the 1940 Act, the Sub-Adviser hereby agrees that all records which it maintains for the Adviser Portfolio are the property of the AdviserPortfolio, and agrees to preserve for the periods prescribed by applicable law Rule 31a-2 under the 1940 Act any records which it maintains for the Adviser Portfolio and which are required to be maintainedmaintained by Rule 31a-1 under the 1940 Act, and further agrees to surrender promptly to the Adviser Portfolio any records which it maintains for the Adviser Portfolio upon request by the Portfolio. (d) The Sub-Adviser will provide the Board and Chancellor SSM on a regular basis with economic and investment analyses and reports and make available to the Board and Chancellor SSM upon request any economic, statistical and investment services normally available to institutional or other customers of the Sub-Adviser.

Duties as Sub-Adviser. (a) Subject to the supervision and direction of the Trust's Board of Trustees ("Board") and of the Adviser, and all written guidelines adopted by the Trust or the Adviser that are provided to the Sub-Adviser, the Sub-Adviser will provide a continuous investment program for each Fundwith respect to the Fund Account, including investment research and management, with respect to management for all or a portion of the securities and investments and cash equivalents of in the Fund (the "Sub-Advised Assets"), such Sub-Advised Assets to be determined by the AdviserAccount. The Sub-Adviser will determine from time to time what securities and other investments in the Fund Account will be purchased, retained or sold by the Fund. The Sub-Adviser will be responsible for placing purchase and sell orders for investments and for other related transactions with respect to the Fund Account. The Sub-Advised Assets Adviser will provide services under this Contract in accordance with the Fund's investment objective, policies and restrictions and the description of each Fundits investment strategy and style, all as stated in the Trust's registration statement under the 1940 Act, and any amendments or supplements thereto ("Registration Statement") of which the brokers and dealers through whom trades will be executedSub-Adviser has notice. The Sub-Adviser shall not consult with any other sub-adviser of the Fund concerning transactions for the Fund in securities or other assets. (b) The Sub-Adviser is authorized to select the brokers (including dealers) to execute transactions for the Fund Account. The Sub-Adviser agrees that, in placing orders with brokers and dealersbrokers, it will attempt seek to obtain the best net result in terms of price and execution. Consistent with this obligation; provided that, on behalf of the Fund, the Sub-Adviser may, in its discretion, purchase and sell portfolio securities from and to use brokers and dealers who sell shares (including brokers that may be affiliates of the Funds or Sub-Adviser to the extent permitted by Section 3(c) hereof) who provide the Funds, Adviser's other clients, or Sub-Adviser's other clients Adviser with research, analysis, advice and similar services. The services to execute portfolio transactions, and the Sub-Adviser may pay to those brokers and dealers, in return for such brokerage and research and analysis, services a higher commission (which may be a mark-up or spread mark down in certain circumstances) than may be charged by charg▇▇ ▇y other brokers and dealers▇▇▇kers, subject to the Sub-Adviser Adviser's determining in good faith that such commission or spread is reasonable in terms either of the particular transaction or of the overall responsibility of the Adviser and the Sub-Adviser to the Funds Fund and their its other clients and that the total commissions or spreads paid by each the Fund will be reasonable in relation to the benefits to the Fund over the long term. In no instance will portfolio securities be purchased from or sold to the Sub-Adviser, or any affiliated person thereof, except in accordance with the applicable federal securities laws and the rules and regulations thereunder and any exemptive orders currently in effectthereunder. Whenever the Sub-Adviser simultaneously places orders to purchase or sell the same security on behalf of a the Fund and one or more other accounts advised by the Sub-Adviser, such the orders will be allocated as to price and amount among all such accounts in a manner believed to be equitable over time to each account. The Adviser recognizes that in some cases this procedure may adversely affect the results obtained for the Fund. (c) The Sub-Adviser will not execute, without the prior written approval of the Adviser, any portfolio transactions for the Fund Account with a broker which is (i) an affiliated person of the Trust, including the Adviser or any Sub-Adviser for any Fund of the Trust; (ii) a principal underwriter of the Fund's shares; or (iii) an affiliated person of such an affiliated person or principal underwriter. The Adviser agrees that it will provide the Sub-Adviser with a list of such brokers and dealers and will, from time to time, update such list as necessary. (d) The Sub-Adviser will maintain all required books and records required to be maintained pursuant to the 1940 Act and the rules and regulations promulgated thereunder with respect to actions by the securities transactions Sub-Adviser on behalf of the FundsFund, and will furnish the Board and the Adviser with such periodic and special reports as the Board or the Adviser reasonably may request. In compliance with the requirements of Rule 31a-3 under the 1940 Act, the Sub-Adviser hereby agrees that all records which that it maintains for the Adviser Fund are the property of the AdviserTrust, and agrees to preserve for the periods prescribed by applicable law Rule 31a-2 under the 1940 Act any records which that it maintains for the Adviser Trust and which that are required to be maintainedmaintained by Rule 31a-1 under the 1940 Act, and further agrees to surrender promptly to the Adviser Trust a complete set of any records which that it maintains for the Adviser Fund upon request by the Trust. (e) All transactions will be consummated by payment to or delivery by the custodian designated by the Trust (the "Custodian"), or such depositories or agents as may be designated by the Custodian in writing, of all cash and/or securities due to or from the Fund Account, and the Sub-Adviser shall not have possession or custody thereof. The Sub-Adviser shall advise the Custodian and confirm in writing to the Trust and to the Adviser or any other designated agent of the Fund all investment orders for the Fund Account placed by it with brokers and dealers at the time and in the manner set forth in Rule 31a-1 under the 1940 Act. For purposes of the foregoing sentence, communication to the Custodian via DTC is acceptable. The Trust shall issue to the Custodian such instructions as may be appropriate in connection with the settlement of any transaction initiated by the Sub-Adviser. The Trust shall be responsible for all custodial arrangements and the payment of all custodial charges and fees, and, upon giving proper instructions to the Custodian, the Sub-Adviser shall have no responsibility or liability with respect to custodial arrangements or the acts, omissions or other conduct of the Custodian, except that it shall be the responsibility of the Sub-Adviser to communicate it to the Adviser if the Custodian fails to confirm in writing proper execution of the instructions. (f) At such times as shall be reasonably requested by the Board or the Adviser, the Sub-Adviser will provide the Board and the Adviser with economic and investment analyses and reports as well as quarterly reports setting forth the performance of the Fund Account and make available to the Board and Adviser any economic, statistical and investment services that the Sub-Adviser normally makes available to its institutional or other customers generally. (g) In accordance with procedures adopted by the Board, as amended from time to time, the Sub-Adviser is responsible for assisting in the fair valuation of all portfolio securities and will use its reasonable efforts to arrange for the provision of valuation information or a price(s) from a party(ies) independent of the Sub-Adviser for each portfolio security for which the custodian does not obtain prices in the ordinary course of business from an automated pricing service.

Duties as Sub-Adviser. (a) Subject to the supervision and direction of the Trust's Board of Trustees ("Board") and Adviserreview by Viking, and any written guidelines adopted by the Board or Viking, the Sub-Adviser will provide a continuous investment program for each Fundwith respect to the Funds' investments, including investment research and management, with respect management to all or a portion of the securities and investments and cash equivalents of in the Fund (the "Sub-Advised Assets"), such Sub-Advised Assets to be determined by the AdviserFunds. The Sub-Adviser will determine from time to time what securities and other investments will be purchased, retained or sold by the Funds. The Sub-Adviser will be responsible for placing purchase and sell orders for investments and for other related transactions with respect to the Funds' investments. The Sub-Advised Assets of Adviser will provide services under this Contract in accordance with the each Fund's investment objective, policies and restrictions as stated in the Trust's currently effective registration statement under the 1940 Act, and the brokers and dealers through whom trades will be executedany amendments or supplements thereto ("Registration Statement"). (b) The Sub-Adviser agrees that, in placing orders with brokers and dealersbrokers, it will attempt to obtain the best net result in terms of price and execution. Consistent with this obligation; provided that, on behalf of the Funds, the Sub-Adviser may, in its discretion, purchase and sell portfolio securities from and to use brokers and dealers who sell shares of the Funds or provide the Funds, Adviser's other clients, or Sub-Adviser's other clients Adviser with research, analysis, advice and similar services. The services to execute portfolio transactions, and the Sub-Adviser may pay to those brokers and dealers, in return for such brokerage and research and analysis, services a higher commission or spread than may be charged by other brokers and dealersbrokers, subject to the Sub-Adviser Adviser's determining in good faith that such commission or spread is reasonable in terms either of the particular transaction or of the overall responsibility of the Adviser and the Sub-Adviser to the Funds and their its other clients and that the total commissions or spreads paid by each Fund the Funds will be reasonable in relation to the benefits to the Fund Funds over the long term. In no instance will portfolio securities be purchased from or sold to the Sub-Adviser, or any affiliated person thereof, except in accordance with the applicable federal securities laws and the rules and regulations thereunder and any exemptive orders currently in effectthereunder. Whenever the Sub-Adviser simultaneously places orders to purchase or sell the same security on behalf of a Fund the Funds and one or more other accounts advised by the Sub-Adviser, such the orders will be allocated as to price and amount among all such accounts in a manner believed to be equitable over time to each account. Viking recognizes that in some cases this procedure may adversely affect the results obtained for the Funds. (c) The Sub-Adviser will maintain all required books and records required to be maintained pursuant to the 1940 Act and the rules and regulations promulgated thereunder with respect to actions by the securities transactions Sub-Adviser on behalf of the Funds, and will furnish the Board and Adviser Viking with such periodic and special reports as the Board or Adviser Viking reasonably may request. In compliance with the requirements of Rule 31a-3 under the 1940 Act, the Sub-Adviser hereby agrees that all records which that it maintains for the Adviser Funds are the property of the AdviserTrust, and agrees to preserve for the periods prescribed by applicable law Rule 31a-2 under the 1940 Act any records which that it maintains for the Adviser Trust and which that are required to be maintainedmaintained by Rule 31a-1 under the 1940 Act, and further agrees to surrender promptly to the Adviser Trust any records which that it maintains for the Adviser Funds upon request by the AdviserTrust. For legal and regulatory compliance purposes, the Sub-Adviser may retain at its offices copies of records that it maintained for the Funds. (d) At such times as shall be reasonably requested by the Board or Viking, the Sub-Adviser will provide the Board and Viking with economic and investment analyses and reports as well as quarterly reports setting forth the performance of the Funds' investments and make available to the Board and Viking any economic, statistical and investment services that the Sub-Adviser normally makes available to its institutional or other customers.

Duties as Sub-Adviser. (a) A. Subject to to, and in accordance with, the supervision and direction of the Trust's Board of Trustees ("Board") and of the Adviser, and all written guidelines adopted by the Board and/or the Adviser that are provided to the Sub-Adviser, the Sub-Adviser will provide a continuous investment program for each with respect to the Fund, including investment research and management, with respect to management for all or a portion of the securities and investments and cash equivalents of in the Fund (the "Sub-Advised Assets"), such Sub-Advised Assets to be determined by the AdviserFund. The Sub-Adviser will determine from time to time what securities and other investments will be purchased, retained or sold by the Fund. The Sub-Adviser will be responsible for placing purchase and sell orders for investments and for other related transactions with respect to the Fund. The Sub-Advised Assets of each Adviser will provide services under this Agreement in accordance with the Fund's investment objective, policies and restrictions as stated in the Trust's currently effective registration statement under the 1940 Act, and the brokers and dealers through whom trades will be executedany amendments or supplements thereto ("Registration Statement"). (b) B. The Sub-Adviser agrees that, in placing orders with brokers and dealersbrokers, it will attempt seek to obtain the best net result in terms of price and execution. Consistent with this obligation; provided that, on behalf of the Fund, the Sub-Adviser may, in its discretion, purchase and sell portfolio securities from and to use brokers and dealers who sell shares (including brokers that may be affiliates of the Funds or Sub-Adviser to the extent permitted by Section 3(c) hereof) who provide the Funds, Adviser's other clients, or Sub-Adviser's other clients Adviser with research, analysis, advice and similar services. The services to execute portfolio transactions, and the Sub-Adviser may pay to those brokers and dealers, in return for such brokerage and research and analysis, services a higher commission or spread than may be charged by other brokers and dealersbrokers, subject to the Sub-Adviser Adviser's determining in good faith that such commission or spread is reasonable in terms either of the particular transaction or of the overall responsibility of the Adviser and the Sub-Adviser to the Funds Fund and their its other clients and that the total commissions or spreads paid by each the Fund will be reasonable in relation to the benefits to the Fund over the long term. In no instance will portfolio securities be purchased from or sold to the Sub-Adviser, or any affiliated person thereof, except in accordance with the applicable federal securities laws and the rules and regulations thereunder and any exemptive orders currently in effectthereunder. Whenever the Sub-Adviser simultaneously places orders to purchase or sell the same security on behalf of a the Fund and one or more other accounts advised by the Sub-Adviser, such the orders will be allocated as to price and amount among all such accounts in a manner believed to be equitable over time to each account. The Adviser recognizes that in some cases this procedure may adversely affect the results obtained for the Fund. (c) C. The Sub-Adviser will maintain all required books and records required to be maintained pursuant to the 1940 Act and the rules and regulations promulgated thereunder with respect to actions by the securities transactions Sub-Adviser on behalf of the FundsFund, and will furnish the Board and the Adviser with such periodic and special reports as the Board or the Adviser reasonably may request. In compliance with the requirements of Rule 31a-3 under the 1940 Act, the Sub-Adviser hereby agrees that all records which that it creates and/or maintains for the Adviser Fund are the property of the AdviserTrust, and agrees to preserve for the periods prescribed by applicable law Rule 31a-2 under the 1940 Act any records which that it maintains for the Adviser Trust and which that are required to be maintainedmaintained by Rule 31a-1 under the 1940 Act, and further agrees to surrender promptly to the Adviser Trust any records which that it maintains for the Adviser Fund upon request by the Trust. D. All transactions will be consummated by payment to or delivery by the custodian designated by the Trust (the "Custodian"), or such depositories or agents as may be designated by the Custodian in writing, of all cash and/or securities due to or from the Fund, and the Sub-Adviser shall not have possession or custody thereof. The Sub-Adviser shall advise the Custodian and confirm in writing to the Trust and to the Adviser or any other designated agent of the Fund, all investment orders for the Fund placed by it with brokers and dealers at the time and in the manner set forth in Rule 31a-1 under the 1940 Act. The Trust shall issue to the Custodian such instructions as may be appropriate in connection with the settlement of any transaction initiated by the Sub-Adviser. E. At such times as shall be reasonably requested by the Board or the Adviser, the Sub-Adviser will provide the Board and the Adviser with economic and investment analyses and reports as well as quarterly and annual reports setting forth the performance of the Fund and make available to the Board and Adviser any economic, statistical and investment services that the Sub-Adviser normally makes available to its institutional or other customers. F. In accordance with procedures adopted by the Board, as amended from time to time, the Sub-Adviser is responsible for assisting in the fair valuation of all portfolio securities and will use its reasonable efforts to arrange for the provision of valuation information or a price(s) from a party(ies) independent of the Sub-Adviser for each portfolio security for which the custodian does not obtain prices in the ordinary course of business from an automated pricing service.

Duties as Sub-Adviser. (a) Subject to the supervision of and any guidelines adopted by the TrustFund's Board of Trustees Directors (the "Board") and the Adviser, the Sub-Adviser will provide a continuous investment program for each Fundthe Portfolios, including investment research and management, with respect to all or a portion of the securities and investments and cash equivalents of the Fund (the "Sub-Advised Assets"), such Sub-Advised Assets to be determined by the Adviser. The Sub-Adviser will determine from time to time what securities and other investments will be purchased, retained or sold by the Portfolios. The Sub- Adviser will be responsible for placing purchase and sell orders for investments and for other related transactions. The Sub-Adviser will provide services under this Agreement in accordance with each Portfolio's investment objectives, policies and restrictions as stated with respect to such Portfolio in the Sub-Advised Assets of each Fund, and the brokers and dealers through whom trades will be executed.'s Registration Statement on Form N-1A. (b) The Sub-Adviser agrees that, in placing orders with brokers and dealersbrokers, it will attempt to obtain the best net result in terms of price and execution. Consistent with this obligation; provided that, on behalf of the Portfolio's, the Sub-Adviser may, in its discretion, purchase and sell portfolio securities from and to use brokers and dealers who sell shares of the Funds or provide the Funds, Adviser's other clients, or Sub-Adviser's other clients Adviser with research, analysis, advice and similar services. The services to execute transactions with respect to a Portfolio, and the Sub-Adviser may pay to those brokers and dealers, in return for such brokerage and research and analysis, services a higher commission or spread than may be charged by other brokers brokers, so long as (i) such commission is paid in compliance with all applicable state and dealers, subject to Federal laws and in accordance with this Agreement and (ii) the Sub-Adviser determining has determined in good faith that such commission or spread is reasonable in terms either of the particular transaction or of the overall responsibility of the Adviser and the Sub-Adviser to the Funds such Portfolio and their its other clients and that the total commissions or spreads paid by each Fund such Portfolio will be reasonable in relation to the benefits to the Fund such Portfolio over the long term. In no instance will portfolio securities of any Portfolio be purchased from or sold to the Sub-Adviser, or any affiliated person thereof, thereof except in accordance with the applicable Federal securities laws and the rules and regulations thereunder thereunder. The Sub- Adviser may aggregate sales and any exemptive purchase orders currently in effectwith respect to the assets of the Portfolios with similar orders being made simultaneously for other accounts advised by the Sub-Adviser or its affiliates. Whenever the Sub-Adviser simultaneously places orders to purchase or sell the same security on behalf of a Fund Portfolio and one or more other accounts advised by the Sub-Adviser, such the orders will be allocated as to price and amount among all such accounts in a manner believed to be equitable over time to each such account. The Adviser recognizes that in some cases this procedure may adversely affect the results obtained for such Portfolio. (c) The Sub-Adviser will maintain all required books and records required to be maintained by the Sub-Adviser pursuant to the 1940 Act and the rules and regulations promulgated thereunder with respect to transactions by the securities transactions Sub-Adviser on behalf of the FundsPortfolios, and will furnish the Board and the Adviser with such periodic and special reports as the Board or the Adviser may reasonably may request. Sub-In compliance with the requirements of Rule 31a-3 under the 1940 Act, the Sub- Adviser hereby agrees that all records which it maintains for the Adviser Portfolios are the property of the AdviserFund, and agrees to preserve for the periods prescribed by applicable law Rule 31a-2 under the 1940 Act any records which it maintains for the Adviser Fund and which are required to be maintainedmaintained by Rule 31a-1 under the 1940 Act, and further agrees to surrender promptly to the Adviser Fund any records which it maintains for the Adviser Portfolios upon request by the Fund. (d) At such times as shall be reasonably requested by the Board or the Adviser, the Sub-Adviser will provide the Board and the Adviser with economic and investment analyses and reports as well as quarterly reports setting forth the performance of the Portfolios and make available to the Board and the Adviser any economic, statistical and investment services normally available to institutional or other customers of the Sub-Adviser. Upon reasonable advance notice, twice each calendar year the Sub-Adviser will make its officers and employees available to meet with the Board and employees of the Fund at the Fund's principal place of business or another mutually agreed upon location to review the securities of the Portfolios. (e) In accordance with procedures adopted by the Board, as amended from time to time, the Sub-Adviser is responsible for assisting in the fair valuation of all securities constituting the Portfolios and will use its reasonable efforts to arrange for the provision of a price from a party or parties independent of the Sub- Adviser for each security constituting part of a Portfolio for which the Fund or the Fund's administrator is unable to obtain prices in the ordinary course of business from an automated pricing service.

Duties as Sub-Adviser. (a) Subject to the supervision and direction of the Trust's Board of Trustees (the "Board") and Adviserreview by ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, and any written guidelines adopted by the Board or ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, the Sub-Adviser will provide a continuous investment program for each Fundwith respect to the mid-cap segment of the Portfolio's investments, including investment research and management, with respect management to all or a portion of the securities and investments and cash equivalents in the Portfolio allocated by ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ to the mid-cap segment of the Fund (the "Sub-Advised Assets"), such Sub-Advised Assets to be determined by the AdviserPortfolio's investments. The Sub-Adviser will determine from time to time what securities and other investments will be purchased, retained or sold by the Portfolio in the mid-cap segment of the Portfolio's investments. The Sub-Adviser will be responsible for placing purchase and sell orders for investments and for other related transactions with respect to the mid-cap segment of the Portfolio's investments. The Sub-Advised Assets of each FundAdviser will provide services under this Agreement in accordance with the Portfolio's investment objective, policies and restrictions as stated in the Trust's currently effective registration statement under the 1940 Act, and the brokers and dealers through whom trades will be executedany amendments or supplements thereto ("Registration Statement"). (b) The Sub-Adviser agrees that, in placing orders with brokers and dealersbrokers, it will attempt to obtain the best net result in terms of price and execution. Consistent with this obligation; provided that, on behalf of the Portfolio, the Sub-Adviser may, in its discretion, purchase and sell portfolio securities from and to use brokers and dealers who sell shares of the Funds or provide the Funds, Adviser's other clients, or Sub-Adviser's other clients Adviser with research, analysis, advice and similar services. The services to execute portfolio transactions, and the Sub-Adviser may pay to those brokers and dealers, in return for such brokerage and research and analysis, services a higher commission or spread than may be charged by other brokers and dealersbrokers, subject to the Sub-Adviser Adviser's determining in good faith that such commission or spread is reasonable in terms either of the particular transaction or of the overall responsibility of the Adviser and the Sub-Adviser to the Funds Portfolio and their its other clients and that the total commissions or spreads paid by each Fund the Portfolio will be reasonable in relation to the benefits to the Fund Portfolio over the long term. In no instance will portfolio securities be purchased from or sold to the Sub-Adviser, or any affiliated person thereof, except in accordance with the applicable federal securities laws and the rules and regulations thereunder thereunder. The Sub-Adviser may aggregate sales and any exemptive purchase orders currently in effectof the assets of the Portfolio with similar orders being made simultaneously for other accounts advised by the Sub-Adviser or its affiliates. Whenever the Sub-Adviser simultaneously places orders to purchase or sell the same security on behalf of a Fund the Portfolio and one or more other accounts advised by the Sub-Adviser, such the orders will be allocated as to price and amount among all such accounts in a manner believed to be equitable over time to each account. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ recognizes that in some cases this procedure may adversely affect the results obtained for the Portfolio. (c) The Sub-Adviser will maintain all required books and records required to be maintained pursuant to the 1940 Act and the rules and regulations promulgated thereunder with respect to transactions by the securities transactions Sub-Adviser on behalf of the FundsPortfolio, and will furnish the Board and Adviser ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ with such periodic and special reports as the Board or Adviser ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ reasonably may request. In compliance with the requirements of Rule 3la-3 under the 1940 Act, the Sub-Adviser hereby agrees that all records which that it maintains for the Adviser Portfolio are the property of the AdviserTrust, and agrees to preserve for the periods prescribed by applicable law Rule 31a-2 under the 1940 Act any records which that it maintains for the Adviser Trust and which that are required to be maintainedmaintained by Rule 31a-l under the 1940 Act, and further agrees to surrender promptly to the Adviser Trust any records which that it maintains for the Adviser Portfolio upon request by the AdviserTrust. (d) At such times as shall be reasonably requested by the Board or ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, the Sub-Adviser will provide the Board and ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ with economic and investment analyses and reports as well as quarterly reports setting forth the performance of the mid-cap segment of the Portfolio's investments and make available to the Board and ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ any economic, statistical and investment services that the Sub-Adviser normally makes available to its institutional or other customers. (e) In accordance with procedures adopted by the Board, as amended from time to time, the Sub-Adviser is responsible for assisting in the fair valuation of all portfolio securities and will use its reasonable efforts to arrange for the provision of a price(s) from a party(ies) independent of the Sub-Adviser for each portfolio security for which the custodian does not obtain prices in the ordinary course of business from an automated pricing service.

Duties as Sub-Adviser. (a) Subject to the supervision of the Trust's Board of Trustees ("Board") and Adviser, the Sub-Adviser will provide a continuous investment program for each Fund, including investment research and management, with respect to all or a portion of the securities and investments and cash equivalents of the Fund (the "Sub-Advised Assets"), such Sub-Advised Assets to be determined by the Adviser. The Sub-Adviser will determine from time to time what securities and other investments will be purchased, retained or sold with respect to the Sub-Advised Assets of each Fund, and the brokers and dealers through whom trades will be executed. The Adviser will manage the cash holdings of the Fund. (b) The Sub-Adviser agrees that, in placing orders with brokers and dealers, it will attempt to obtain the best net result in terms of price and execution. Consistent with this obligation, the Sub-Adviser may, in its discretion, purchase and sell portfolio securities from and to brokers and dealers who sell shares of the Funds or provide the Funds, Adviser's other clients, or Sub-Adviser's other clients with research, analysis, advice and similar services. The Sub-Adviser may pay to brokers and dealers, in return for such research and analysis, a higher commission or spread than may be charged by other brokers and dealers, subject to the Sub-Adviser determining in good faith that such commission or spread is reasonable in terms either of the particular transaction or of the overall responsibility of the Adviser and the Sub-Adviser to the Funds and their other clients and that the total commissions or spreads paid by each Fund will be reasonable in relation to the benefits to the Fund over the long termFunds. In no instance will portfolio securities be purchased from or sold to the Sub-Adviser, or any affiliated person thereof, except in accordance with the applicable securities laws and the rules and regulations thereunder and any exemptive orders currently in effect. Whenever the Sub-Adviser simultaneously places orders to purchase or sell the same security on behalf of a Fund and one or more other accounts advised by the Sub-Adviser, such orders will be allocated as to price and amount among all such accounts in a manner believed to be equitable to each account. (c) The Sub-Adviser will maintain all required books and records with respect to the securities transactions of the Funds, and will furnish the Board and Adviser with such periodic and special reports as the Board or Adviser reasonably may request. Sub-Adviser hereby agrees that all records which it maintains for the Adviser are the property of the Adviser, and agrees to preserve for the periods prescribed by applicable law any records which it maintains for the Adviser and which are required to be maintained, and further agrees to surrender promptly to the Adviser any records which it maintains for the Adviser upon request by the Adviser.

Duties as Sub-Adviser. (a) Subject to the supervision of the Trust's Board of Trustees ("Board") and the Adviser, the Sub-Adviser will shall provide a continuous investment program for each Fund, including investment research and management, with respect to all or a portion of the securities and investments and cash equivalents of the Fund (Fund, in accordance with the "Sub-Advised Assets")investment objective, such Sub-Advised Assets policies, strategies and limitations of the Fund, as provided in the Trust’s registration statement, as currently in effect and amended from time to be determined by the Advisertime. The Sub-Adviser will determine from time to time what securities and other investments will be purchased, retained or sold with respect to by each Fund, and, for any Fund for which the Sub-Advised Assets of each FundAdviser is responsible for executing trades, and the brokers and dealers through whom trades will be executed. (b) The For any Fund for which the Sub-Adviser is responsible for executing trades , the Sub-Adviser agrees that, in placing orders with brokers and dealers, it will attempt to obtain the best net result in terms of price and execution. Consistent with this obligation, the Sub-Adviser may, in its discretion, purchase and sell portfolio securities from and to use brokers and or dealers who sell shares of the Funds or provide the Funds, the Adviser's ’s other clients, or the Sub-Adviser's ’s other clients with research, analysis, advice and similar services. The Sub-Adviser may cause a Fund to pay to those brokers and dealers, dealers in return for such brokerage and research and analysisservices, a higher commission or spread than may be charged by other brokers and dealers, subject to the Sub-Adviser determining in good faith that such commission or spread is reasonable in terms either of the particular transaction or of the overall responsibility responsibilities of the Adviser and the Sub-Adviser to the Funds and their other clients a Fund and that the total commissions or spreads paid by each Fund will be reasonable in relation to the benefits to the Fund over the long term. In no instance will portfolio securities be purchased from or sold to the Sub-Adviser, or any affiliated person thereof, except in accordance with the applicable federal securities laws and the rules and regulations thereunder and any exemptive orders currently in effect. Whenever On occasions when the Sub-Adviser simultaneously places orders to deems the purchase or sell the same security on behalf sale of a security to be in the best interests of the Fund and one or more as well as other accounts advised by clients, the Sub-AdviserAdviser may to the extent permitted by applicable laws and regulations, aggregate the securities to be sold or purchased in order to obtain best execution. In such event, orders will be allocated as to price and amount among all such accounts in a manner believed to be equitable to each account. The Sub-Adviser may buy or sell securities for a Fund and simultaneously sell or buy such securities for another client account. Subject to applicable legal and regulatory requirements and Trust procedures, the Sub-Adviser may effectuate cross transactions between the Fund and such other account if it deems this to be advantageous to both of the accounts involved. The Sub-Adviser agrees that it shall not consult with any other sub-adviser engaged by the Adviser or its affiliates with respect to the securities transactions or other assets of the Fund or another sub-advised Fund, except to the extent permitted by certain exemptive rules under the 1940 Act that permit certain transactions with a sub-adviser or its affiliates. Notwithstanding the foregoing, the Sub-Adviser agrees that the Adviser shall have the right by written notice to identify securities that may not be purchased on behalf of a Fund and/or brokers or dealers through or with which portfolio transactions on behalf of the Fund may not be effected. The Sub-Adviser shall refrain from purchasing such securities for the Fund or directing any portfolio transaction to any such broker or dealer on behalf of the Fund, unless and until the written approval of the Adviser or the Board, as the case may be, is obtained. (c) The Sub-Adviser will shall maintain all required books and records with respect to the securities transactions of the FundsFunds for any Fund for which the Sub-Adviser is responsible for executing trades, and will shall furnish the Board and Adviser with such periodic and special reports reports, balance sheets or financial information, and such other information with regard to its affairs as the Board or Adviser reasonably may request. The Sub-Adviser shall also furnish to the Adviser any other information relating to the securities transactions of the Funds that is required to be filed by the Adviser or the Trust with the SEC or sent to shareholders pursuant to the federal securities laws or the rules thereunder. The Sub-Adviser shall keep the Adviser informed of developments materially affecting a Fund or the Trust. The Adviser, the Trust’s officers and the Funds’ independent registered public accounting firm shall be permitted to inspect and audit such records pertaining to the Funds at reasonable times during regular business hours with advance notice. The Sub-Adviser hereby agrees that all records which it maintains for the Adviser Trust are the property of the AdviserTrust, and agrees to preserve for the periods prescribed by applicable law any records which it maintains for the Adviser Trust and which are required to be maintained, and further agrees to surrender promptly to the Adviser Trust such records or to transfer said records to any records which it maintains for the Adviser successor sub-adviser upon request by the Trust. (d) The Sub-Adviser shall make its officers and employees available to meet with the officers of the Adviser and the Trust and the Board on due notice to review a Fund’s investments. In addition, the Sub-Adviser shall, on the Sub-Adviser’s own initiative, and as reasonably requested by the Adviser, for itself and on behalf of the Trust, furnish to the Adviser from time to time whatever information the Adviser reasonably believes appropriate for this purpose. For any Fund for which the Sub-Adviser is responsible for executing trades, the Sub-Adviser, from time to time, shall furnish to the Adviser and Trust’s officers and to the Board, at the Sub-Adviser’s expense, reports on securities transactions and reports on issuers of securities held by a Fund, all in such detail as the Trust or the Adviser may reasonably request. In addition, the Sub-Adviser shall provide advice and assistance to the Adviser, as necessary, as to the determination of the value of securities held or to be acquired by a Fund for valuation purposes. (e) The Sub-Adviser shall provide to the Fund’s custodian each business day information relating to the Fund’s securities transactions. The Sub-Adviser shall provide sub-certifications, as reasonably requested by the Adviser or the Trust, in connection with the filings of Form N-CSR or Form N-Q. (f) As requested, the Sub-Adviser shall vote proxies with respect to securities held by the Fund in accordance with the guidelines established by the Sub-Adviser and approved by the Board. (g) The Sub-Adviser is and shall, for all purposes provided herein provided, be deemed an independent contractor and, except as expressly provided herein or authorized in writing by the Adviser, the Sub-Adviser shall have no authority to act for or represent the Funds or the Trust or otherwise be deemed an agent of the Fund, Trust or Adviser. Such designation of the Sub-Adviser as an independent contractor shall in no way limit the Sub-Adviser’s fiduciary duties under this Agreement.

Duties as Sub-Adviser. (a) Subject to the supervision and direction of the TrustFund's Board of Trustees Directors ("Board") and Adviserreview by ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, and any written guidelines adopted by the Board or ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, the Sub-Adviser will provide a continuous investment program for each Fundthe Series, including investment research and management, management with respect to all or a portion of the securities and investments and cash equivalents of in the Fund (the "Sub-Advised Assets"), such Sub-Advised Assets to be determined by the AdviserSeries. The Sub-Adviser will determine from time to time what securities and other investments will be purchased, retained or sold with respect to by the Series. The Sub-Advised Assets of each Adviser will be responsible for placing purchase and sell orders for investments and for other related transactions. The Sub-Adviser will provide services under this Contract in accordance with the Series' investment objective, policies and restrictions as stated in the Fund's currently effective registration statement under the Investment Company Act, and the brokers and dealers through whom trades will be executedany amendments or supplements thereto ("Registration Statement"). (b) The Sub-Adviser agrees that, in placing orders with brokers and dealersbrokers, it will attempt to obtain the best net result in terms of price and execution. Consistent with this obligation; provided that, on behalf of the Series, the Sub-Adviser may, in its discretion, purchase and sell portfolio securities from and to use brokers and dealers who sell shares of the Funds or provide the Funds, Adviser's other clients, or Sub-Adviser's other clients Adviser with research, analysis, advice and similar services. The services to execute portfolio transactions, and the Sub-Adviser may pay to those brokers and dealers, in return for such brokerage and research and analysis, services a higher commission or spread than may be charged by other brokers and dealersbrokers, subject to the Sub-Adviser Adviser's determining in good faith that such commission or spread is reasonable in terms either of the particular transaction or of the overall responsibility of the Adviser and the Sub-Adviser to the Funds Series and their its other clients and that the total commissions or spreads paid by each Fund the Series will be reasonable in relation to the benefits to the Fund Series over the long term. In no instance will portfolio securities be purchased from or sold to the Sub-Adviser, or any affiliated person thereof, except in accordance with the applicable federal securities laws and the rules and regulations thereunder thereunder. The Sub-Adviser may aggregate sales and any exemptive purchase orders currently in effectwith respect to the assets of the Series with similar orders being made simultaneously for other accounts advised by the Sub-Adviser or its affiliates. Whenever the Sub-Adviser simultaneously places orders to purchase or sell the same security on behalf of a Fund the Series and one or more other accounts advised by the Sub-Adviser, such the orders will be allocated as to price and amount among all such accounts in a manner believed to be equitable over time to each account. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ recognizes that in some cases this procedure may adversely affect the results obtained for the Series. (c) The Sub-Adviser will maintain all required books and records required to be maintained pursuant to the Investment Company Act and the rules and regulations promulgated thereunder with respect to actions by the securities transactions Sub-Adviser on behalf of the FundsSeries, and will furnish the Board and Adviser ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ with such periodic and special reports as the Board or Adviser ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ reasonably may request. In compliance with the requirements of Rule 31a-3 under the Investment Company Act, the Sub-Adviser hereby agrees that all records which that it maintains for the Adviser Series are the property of the AdviserFund, and agrees to preserve for the periods prescribed by applicable law Rule 31a-2 under the Investment Company Act any records which that it maintains for the Adviser Fund and which that are required to be maintainedmaintained by Rule 31a-1 under the Investment Company Act, and further agrees to surrender promptly to the Adviser Fund any records which that it maintains for the Adviser Series upon request by the AdviserFund. (d) At such times as shall be reasonably requested by the Board or ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, the Sub-Adviser will provide the Board and ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ with economic and investment analyses and reports and make available to the Board and ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ any economic, statistical and investment services that the Sub-Adviser normally makes available to its institutional or other customers. (e) In accordance with procedures adopted by the Board, as amended from time to time, the Sub-Adviser is responsible for assisting in the fair valuation of all portfolio securities and will use its reasonable efforts to arrange for the provision of a price from one or more parties independent of the Sub-Adviser for each portfolio security for which the custodian does not obtain prices in the ordinary course of business from an automated pricing service.

Duties as Sub-Adviser. (a) Subject to the supervision of the Trust's Board of Trustees ("Board") and Adviser, the Sub-Adviser will provide a continuous investment program for each Fund, including investment research and management, with respect to all or a portion of the securities and investments and cash equivalents of the Fund (the "Sub-Advised Assets"), such Sub-Advised Assets to be determined by the Adviser. The Sub-Adviser will determine from time to time what securities and other investments will be purchased, retained or sold with respect to the Sub-Advised Assets of each Fund, and the brokers and dealers through whom trades will be executed. (b) The Sub-Adviser agrees that, in placing orders with brokers and dealers, it will attempt to obtain the best net result in terms of price and execution. Consistent with this obligation, the Sub-Adviser may, in its discretion, purchase and sell portfolio securities from and to brokers and dealers who sell shares of the Funds or provide the Funds, Adviser's other clients, or Sub-Adviser's other clients with research, analysis, advice and similar services. The Sub-Adviser may pay to brokers and dealers, in return for such research and analysis, a higher commission or spread than may be charged by other brokers and dealers, subject to the Sub-Adviser determining in good faith that such commission or spread is reasonable in terms either of the particular transaction or of the overall responsibility of the Adviser and the Sub-Adviser to the Funds and SUB-ITEM 77Q1(E) their other clients and that the total commissions or spreads paid by each Fund will be reasonable in relation to the benefits to the Fund over the long term. In no instance will portfolio securities be purchased from or sold to the Sub-Adviser, or any affiliated person thereof, except in accordance with the applicable securities laws and the rules and regulations thereunder and any exemptive orders currently in effect. Whenever the Sub-Adviser simultaneously places orders to purchase or sell the same security on behalf of a Fund and one or more other accounts advised by the Sub-Adviser, such orders will be allocated as to price and amount among all such accounts in a manner believed to be equitable to each account. (c) The Sub-Adviser will maintain all required books and records with respect to the securities transactions of the Funds, and will furnish the Board and Adviser with such periodic and special reports as the Board or Adviser reasonably may request. Sub-Adviser hereby agrees that all records which it maintains for the Adviser are the property of the Adviser, and agrees to preserve for the periods prescribed by applicable law any records which it maintains for the Adviser and which are required to be maintained, and further agrees to surrender promptly to the Adviser any records which it maintains for the Adviser upon request by the Adviser.

Duties as Sub-Adviser. (a) Subject to the supervision and direction of the Trust's Board of Trustees ("Board") and of the Adviser, and all written guidelines adopted by the Trust or the Adviser that are provided to the Sub-Adviser, the Sub-Adviser will provide a continuous investment program for each Fundwith respect to the Fund Account, including investment research and management, with respect to management for all or a portion of the securities and investments and cash equivalents of in the Fund (the "Sub-Advised Assets"), such Sub-Advised Assets to be determined by the AdviserAccount. The Sub-Adviser will determine from time to time what securities and other investments in the Fund Account will be purchased, retained or sold by the Fund. The Sub-Adviser will be responsible for placing purchase and sell orders for investments and for other related transactions with respect to the Fund Account. The Sub-Advised Assets Adviser will provide services under this Contract in accordance with the Fund's investment objective, policies and restrictions and the description of each Fundits investment strategy and style, all as stated in the Trust's registration statement under the 1940 Act, and any amendments or supplements thereto ("Registration Statement") of which the brokers and dealers through whom trades will be executedSub-Adviser has notice. The Sub-Adviser shall not consult with any other sub-adviser of the Fund concerning transactions for the Fund in securities or other assets. (b) The Sub-Adviser is authorized to select the brokers (including dealers) to execute transactions for the Fund Account. The Sub-Adviser agrees that, in placing orders with brokers and dealersbrokers, it will attempt seek to obtain the best net result in terms of price and execution. Consistent with this obligation; provided that, on behalf of the Fund, the Sub-Adviser may, in its discretion, purchase and sell portfolio securities from and to use brokers and dealers who sell shares (including brokers that may be affiliates of the Funds or Sub-Adviser to the extent permitted by Section 3(c) hereof) who provide the Funds, Adviser's other clients, or Sub-Adviser's other clients Adviser with research, analysis, advice and similar services. The services to execute portfolio transactions, and the Sub-Adviser may pay to those brokers and dealers, in return for such brokerage and research and analysis, services a higher commission (which may be a mark-up or spread mark down in certa▇▇ ▇ircumst▇▇▇▇s) than may be charged by other brokers and dealersbrokers, subject to the Sub-Adviser Adviser's determining in good faith that such commission or spread is reasonable in terms either of the particular transaction or of the overall responsibility of the Adviser and the Sub-Adviser to the Funds Fund and their its other clients and that the total commissions or spreads paid by each the Fund will be reasonable in relation to the benefits to the Fund over the long term. In no instance will portfolio securities be purchased from or sold to the Sub-Adviser, or any affiliated person thereof, except in accordance with the applicable federal securities laws and the rules and regulations thereunder and any exemptive orders currently in effectthereunder. Whenever the Sub-Adviser simultaneously places orders to purchase or sell the same security on behalf of a the Fund and one or more other accounts advised by the Sub-Adviser, such the orders will be allocated as to price and amount among all such accounts in a manner believed to be equitable over time to each account. The Adviser recognizes that in some cases this procedure may adversely affect the results obtained for the Fund. (c) The Sub-Adviser will not execute, without the prior written approval of the Adviser, any portfolio transactions for the Fund Account with a broker which is (i) an affiliated person of the Trust, including the Adviser or any Sub-Adviser for any Fund of the Trust; (ii) a principal underwriter of the Fund's shares; or (iii) an affiliated person of such an affiliated person or principal underwriter. The Adviser agrees that it will provide the Sub-Adviser with a list of such brokers and dealers and will, from time to time, update such list as necessary. (d) The Sub-Adviser will maintain all required books and records required to be maintained pursuant to the 1940 Act and the rules and regulations promulgated thereunder with respect to actions by the securities transactions Sub-Adviser on behalf of the FundsFund, and will furnish the Board and the Adviser with such periodic and special reports as the Board or the Adviser reasonably may request. In compliance with the requirements of Rule 31a-3 under the 1940 Act, the Sub-Adviser hereby agrees that all records which that it maintains for the Adviser Fund are the property of the AdviserTrust, and agrees to preserve for the periods prescribed by applicable law Rule 31a-2 under the 1940 Act any records which that it maintains for the Adviser Trust and which that are required to be maintainedmaintained by Rule 31a-1 under the 1940 Act, and further agrees to surrender promptly to the Adviser Trust a complete set of any records which that it maintains for the Adviser Fund upon request by the Trust. (e) All transactions will be consummated by payment to or delivery by the custodian designated by the Trust (the "Custodian"), or such depositories or agents as may be designated by the Custodian in writing, of all cash and/or securities due to or from the Fund Account, and the Sub-Adviser shall not have possession or custody thereof. The Sub-Adviser shall advise the Custodian and confirm in writing to the Trust and to the Adviser or any other designated agent of the Fund all investment orders for the Fund Account placed by it with brokers and dealers at the time and in the manner set forth in Rule 31a-1 under the 1940 Act. For purposes of the foregoing sentence, communication to the Custodian via DTC is acceptable. The Trust shall issue to the Custodian such instructions as may be appropriate in connection with the settlement of any transaction initiated by the Sub-Adviser. The Trust shall be responsible for all custodial arrangements and the payment of all custodial charges and fees, and, upon giving proper instructions to the Custodian, the Sub-Adviser shall have no responsibility or liability with respect to custodial arrangements or the acts, omissions or other conduct of the Custodian, except that it shall be the responsibility of the Sub-Adviser to communicate it to the Adviser if the Custodian fails to confirm in writing proper execution of the instructions. (f) At such times as shall be reasonably requested by the Board or the Adviser, the Sub-Adviser will provide the Board and the Adviser with economic and investment analyses and reports as well as quarterly reports setting forth the performance of the Fund Account and make available to the Board and Adviser any economic, statistical and investment services that the Sub-Adviser normally makes available to its institutional or other customers generally. (g) In accordance with procedures adopted by the Board, as amended from time to time, the Sub-Adviser is responsible for assisting in the fair valuation of all portfolio securities and will use its reasonable efforts to arrange for the provision of valuation information or a price(s) from a party(ies) independent of the Sub-Adviser for each portfolio security for which the custodian does not obtain prices in the ordinary course of business from an automated pricing service.

Duties as Sub-Adviser. (a) Subject to the supervision of and any written guidelines adopted by the Trust's Board of Trustees (the "Board") and Adviser▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, the Sub-Sub- Adviser will provide a continuous investment program for each the Fund, including investment research and management, management with respect to all or a portion of the securities and investments and cash equivalents of in the Fund (the "Sub-Advised Assets"), such Sub-Advised Assets to be determined by the AdviserFund. The Sub-Adviser will determine from time to time what securities and other investments will be purchased, retained or sold with respect to by the Fund. The Sub-Advised Assets of each Adviser will be responsible for placing purchase and sell orders for investments and for other related transactions. The Sub-Adviser will provide services under this Agreement in accordance with the Fund's investment objective, policies and restrictions as stated in the Trust's currently effective registration statement under the 1940 Act, and the brokers and dealers through whom trades will be executedany amendments or supplements thereto ("Registration Statement"). (b) The Sub-Adviser agrees that, in placing orders with brokers and dealersbrokers, it will attempt to obtain the best net result in terms of price and execution. Consistent with this obligation; provided that, on behalf of the Fund, the Sub-Adviser may, in its discretion, purchase and sell portfolio securities from and to use brokers and dealers who sell shares of the Funds or provide the Funds, Adviser's other clients, or Sub-Adviser's other clients Adviser with research, analysis, advice and similar services. The services to execute portfolio transactions, and the Sub-Adviser may pay to those brokers and dealers, in return for such brokerage and research and analysis, services a higher commission or spread than may be charged by other brokers and dealersbrokers, subject to the Sub-Adviser Adviser's determining in good faith that such commission or spread is reasonable in terms either of the particular transaction or of the overall responsibility of the Adviser and the Sub-Adviser to the Funds Fund and their its other clients and that the total commissions or spreads paid by each the Fund will be reasonable in relation to the benefits to the Fund over the long term. In no instance will portfolio securities be purchased from or sold to the Sub-Adviser, or any affiliated person thereof, except in accordance with the applicable federal securities laws and the rules and regulations thereunder thereunder. The Sub-Adviser may aggregate sales and any exemptive purchase orders currently in effectwith respect to the assets of the Fund with similar orders being made simultaneously for other accounts advised by the Sub-Adviser or its affiliates. Whenever the Sub-Adviser simultaneously places orders to purchase or sell the same security on behalf of a the Fund and one or more other accounts advised by the Sub-Adviser, such the orders will be allocated as to price and amount among all such accounts in a manner believed to be equitable over time to each account. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ recognizes that in some cases this procedure may adversely affect the results obtained for the Fund. (c) The Sub-Adviser will maintain all required books and records required to be maintained by the Sub-Adviser pursuant to the 1940 Act and the rules and regulations promulgated thereunder with respect to transactions by the securities transactions Sub- Adviser on behalf of the FundsFund, and will furnish the Board and Adviser ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ with such periodic and special reports as the Board or Adviser ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ reasonably may request. In compliance with the requirements of Rule 31a-3 under the 1940 Act, the Sub-Adviser hereby agrees that all records which that it maintains for the Adviser Fund are the property of the AdviserTrust, and agrees to preserve for the periods prescribed by applicable law Rule 31a-2 under the 1940 Act any records which that it maintains for the Adviser Trust and which that are required to be maintainedmaintained by Rule 31a-1 under the 1940 Act, and further agrees to surrender promptly to the Adviser Trust any records which that it maintains for the Adviser Fund upon request by the Trust. (d) At such times as shall be reasonably requested by the Board or ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, the Sub-Adviser will provide the Board and ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ with economic and investment analyses and reports as well as quarterly reports setting forth the Fund's performance and make available to the Board and ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ any economic, statistical and investment services normally available to institutional or other customers of the Sub-Adviser. (e) In accordance with procedures adopted by the Board, as amended from time to time, the Sub-Adviser is responsible for assisting in the fair valuation of all portfolio securities and will use its reasonable efforts to arrange for the provision of a price(s) from a party(ies) independent of the Sub-Adviser for each portfolio security for which the custodian does not obtain prices in the ordinary course of business from an automated pricing service.

Duties as Sub-Adviser. (a) Subject to the supervision of the Trust's Board of Trustees ("Board") and Adviser, the Sub-Adviser will provide a continuous investment program for each Fund, including investment research and management, with respect to all or a portion of the securities and investments and cash equivalents of the Fund (the "Sub-Advised Assets"), such Sub-Advised Assets to be determined by the Adviser. The Sub-Adviser will determine from time to time what securities and other investments will be purchased, retained or sold with respect to the Sub-Advised Assets of each Fund, and the brokers and dealers through whom trades will be executed. (b) The Sub-Adviser agrees that, in placing orders with brokers and dealers, it will attempt to obtain the best net result in terms of price and execution. Consistent with this obligation, the Sub-Adviser may, in its discretion, purchase and sell portfolio securities from and to brokers and dealers who sell shares of the Funds or provide the Funds, Adviser's other clients, or Sub-Adviser's other clients with research, analysis, advice and similar services. The Sub-Adviser may pay to brokers and dealers, in return for such research and analysis, a higher commission or spread than may be charged by other brokers and dealers, subject to the Sub-Adviser determining in good faith that such Exhibit d(2)(a) commission or spread is reasonable in terms either of the particular transaction or of the overall responsibility of the Adviser and the Sub-Adviser to the Funds and their other clients and that the total commissions or spreads paid by each Fund will be reasonable in relation to the benefits to the Fund over the long term. In no instance will portfolio securities be purchased from or sold to the Sub-Adviser, or any affiliated person thereof, except in accordance with the applicable securities laws and the rules and regulations thereunder and any exemptive orders currently in effect. Whenever the Sub-Adviser simultaneously places orders to purchase or sell the same security on behalf of a Fund and one or more other accounts advised by the Sub-Adviser, such orders will be allocated as to price and amount among all such accounts in a manner believed to be equitable to each account. (c) The Sub-Adviser will maintain all required books and records with respect to the securities transactions of the Funds, and will furnish the Board and Adviser with such periodic and special reports as the Board or Adviser reasonably may request. Sub-Adviser hereby agrees that all records which it maintains for the Adviser are the property of the Adviser, and agrees to preserve for the periods prescribed by applicable law any records which it maintains for the Adviser and which are required to be maintained, and further agrees to surrender promptly to the Adviser any records which it maintains for the Adviser upon request by the Adviser.

Duties as Sub-Adviser. (a) Subject to the supervision of the Trust's Board of Trustees ("Board") and Adviser, the Sub-Adviser will provide a continuous investment program for each Fund, including investment research and management, with respect to all or a portion of the securities and investments and cash equivalents of the Fund (the "Sub-Advised Assets"), such Sub-Advised Assets to be determined by the Adviser. The Sub-Adviser will determine from time to time what securities and other investments will be purchased, retained or sold with respect to the Sub-Advised Assets of each Fund, and the brokers and dealers through whom trades will be executed. (b) The Sub-Adviser agrees that, in placing orders with brokers and dealers, it will attempt to obtain the best net result in terms of price and execution. Consistent with this obligation, the Sub-Adviser may, in its discretion, purchase and sell portfolio securities from and to brokers and dealers who sell shares of the Funds or provide the Funds, Adviser's other clients, or Sub-Adviser's other clients with research, analysis, advice and similar services. The Sub-Adviser may pay to brokers and dealers, in return for such research and analysis, a higher commission or spread than may be charged by other brokers and dealers, subject to the Sub-Adviser determining in good faith that such commission or spread is reasonable in terms either of the particular transaction or of the overall responsibility of the Adviser and the Sub-Adviser to the Funds and their other clients and that the total commissions or spreads paid by each Fund will be reasonable in relation to the benefits to the Fund over the long term. In no instance will portfolio securities be purchased from or sold to the Sub-Adviser, or any affiliated person thereof, except in accordance with the applicable securities laws and the rules and regulations thereunder and any exemptive orders currently in effect. Whenever the Sub-Adviser simultaneously places orders to purchase or sell the same security on behalf of a Fund and one or more other accounts advised by the Sub-Adviser, such orders will be allocated as to price and amount among all such accounts in a manner believed to be equitable to each account. (c) The Sub-Adviser will maintain all required books and records with respect to the securities transactions of the Funds, and will furnish the Board and Adviser with such periodic and special reports as V-1 the Board or Adviser reasonably may request. Sub-Adviser hereby agrees that all records which it maintains for the Adviser are the a▇▇ ▇▇▇ property of the Adviser, and agrees to preserve for the periods prescribed by applicable law any records which it maintains for the Adviser and which are required to be maintained, and further agrees to surrender promptly to the Adviser any records which it maintains for the Adviser upon request by the Adviser.

Duties as Sub-Adviser. (a) Subject to the supervision and direction of the Trust's ’s Board of Trustees ("“Board"”) and of the Adviser, and all written guidelines adopted by the Trust or the Adviser that are provided to the Sub-Adviser, the Sub-Adviser will provide a continuous investment program for each Fundwith respect to the Fund Account, including investment research and management, with respect to management for all or a portion of the securities and investments and cash equivalents of in the Fund (the "Sub-Advised Assets"), such Sub-Advised Assets to be determined by the AdviserAccount. The Sub-Adviser will determine from time to time what securities and other investments in the Fund Account will be purchased, retained or sold by the Fund. The Sub-Adviser will be responsible for placing purchase and sell orders for investments and for other related transactions with respect to the Fund Account. The Sub-Advised Assets Adviser will provide services under this Contract in accordance with the Fund’s investment objective, policies and restrictions and the description of each Fundits investment strategy and style, all as stated in the Trust’s registration statement under the 1940 Act, and any amendments or supplements thereto (“Registration Statement”) of which the brokers and dealers through whom trades will be executedSub-Adviser has notice. The Sub-Adviser shall not consult with any other sub-adviser of the Fund concerning transactions for the fund in securities or other assets. (b) The Sub-Adviser agrees that, in placing orders with brokers and dealersbrokers, it will attempt seek to obtain the best net result in terms of price and execution. Consistent with this obligation; provided that, on behalf of the Fund, the Sub-Adviser may, in its discretion, purchase and sell portfolio securities from and to use brokers and dealers who sell shares (including brokers that may be affiliates of the Funds or Sub-Adviser to the extent permitted by Section 3(c) hereof) who provide the Funds, Adviser's other clients, or Sub-Adviser's other clients Adviser with research, analysis, advice and similar services. The services to execute portfolio transactions, and the Sub-Adviser may pay to those brokers and dealers, in return for such brokerage and research and analysis, services a higher commission or spread than may be charged by other brokers and dealersbrokers, subject to the Sub-Adviser Adviser’s determining in good faith that such commission or spread is reasonable in terms either of the particular transaction or of the overall responsibility of the Adviser and the Sub-Adviser to the Funds Fund and their its other clients and that the total commissions or spreads paid by each the Fund will be reasonable in relation to the benefits to the Fund over the long term. In no instance will portfolio securities be purchased from or sold to the Sub-Adviser, or any affiliated person thereof, except in accordance with the applicable federal securities laws and the rules and regulations thereunder and any exemptive orders currently in effectthereunder. Whenever the Sub-Adviser simultaneously places orders to purchase or sell the same security on behalf of a the Fund and one or more other accounts advised by the Sub-Adviser, such the orders will be allocated as to price and amount among all such accounts in a manner believed to be equitable over time to each account. The Adviser recognizes that in some cases this procedure may adversely affect the results obtained for the Fund. (c) The Sub-Adviser will not execute without the prior written approval of the Adviser any portfolio transactions for the Fund Account with a broker which is (i) an affiliated person of the Trust, including the Adviser or any Sub-Adviser for any Fund of the Trust; (ii) a principal underwriter of the Fund's shares; or (iii) an affiliated person of such an affiliated person or principal underwriter. The Adviser agrees that it will provide the Sub-Adviser with a list of such brokers and dealers and will, from time to time, update such list as necessary. (d) The Sub-Adviser will maintain all required books and records required to be maintained pursuant to the 1940 Act and the rules and regulations promulgated thereunder with respect to actions by the securities transactions Sub-Adviser on behalf of the FundsFund, and will furnish the Board and the Adviser with such periodic and special reports as the Board or the Adviser reasonably may request. In compliance with the requirements of Rule 31a-3 under the 1940 Act, the Sub-Adviser hereby agrees that all records which that it maintains for the Adviser Fund are the property of the AdviserTrust, and agrees to preserve for the periods prescribed by applicable law Rule 31a-2 under the 1940 Act any records which that it maintains for the Adviser Trust and which that are required to be maintainedmaintained by Rule 31a-1 under the 1940 Act, and further agrees to surrender promptly to the Adviser Trust a complete set of any records which that it maintains for the Adviser Fund upon request by the Trust. (e) All transactions will be consummated by payment to or delivery by the custodian designated by the Trust (the “Custodian”), or such depositories or agents as may be designated by the Custodian in writing, of all cash and/or securities due to or from the Fund Account, and the Sub-Adviser shall not have possession or custody thereof. The Sub-Adviser shall advise the Custodian and confirm in writing to the Trust and to the Adviser or any other designated agent of the Fund all investment orders for the Fund Account placed by it with brokers and dealers at the time and in the manner set forth in Rule 31a-1 under the 1940 Act. For purposes of the foregoing sentence, communication to the Custodian via DTC is acceptable. The Trust shall issue to the Custodian such instructions as may be appropriate in connection with the settlement of any transaction initiated by the Sub-Adviser. The Trust shall be responsible for all custodial arrangements and the payment of all custodial charges and fees, and, upon giving proper instructions to the Custodian, the Sub-Adviser shall have no responsibility or liability with respect to custodial arrangements or the acts, omissions or other conduct of the Custodian, except that it shall be the responsibility of the Sub-Adviser to communicate it to the Adviser if the Custodian fails to confirm in writing proper execution of the instructions. (f) At such times as shall be reasonably requested by the Board or the Adviser, the Sub-Adviser will provide the Board and the Adviser with economic and investment analyses and reports as well as quarterly reports setting forth the performance of the Fund Account and make available to the Board and Adviser any economic, statistical and investment services that the Sub-Adviser normally makes available to its institutional or other customers. (g) In accordance with procedures adopted by the Board, as amended from time to time, the Sub-Adviser is responsible for assisting in the fair valuation of all portfolio securities and will use its reasonable efforts to arrange for the provision of valuation information or a price(s) from a party(ies) independent of the Sub-Adviser for each portfolio security for which the custodian does not obtain prices in the ordinary course of business from an automated pricing service.

Duties as Sub-Adviser. (a) A. Subject to to, and in accordance with, the supervision and direction of the TrustMorgan Keegan Select's Board of Trustees Directors ("Board") and of th▇ ▇▇▇▇▇▇▇, ▇▇d all written guidelines adopted by the Board and/or the Adviser that are provided to the Sub-Adviser, the Sub-Adviser will provide a continuous investment program for each with respect to the Fund, including investment research and management, with respect to management for all or a portion of the securities and investments and cash equivalents of in the Fund (the "Sub-Advised Assets"), such Sub-Advised Assets to be determined by the AdviserFund. The Sub-Adviser will determine from time to time what securities and other investments will be purchased, retained or sold by the Fund. The Sub-Adviser will be responsible for placing purchase and sell orders for investments and for other related transactions with respect to the Fund. The Sub-Advised Assets of each Adviser will provide services under this Agreement in accordance with the Fund's investment objective, policies and restrictions as stated in Morgan Keegan Select's currently effective registration state▇▇▇▇ ▇▇▇▇▇ ▇▇e 1940 Act, and the brokers and dealers through whom trades will be executedany amendments or supplements thereto ("Registration Statement"). (b) B. The Sub-Adviser agrees that, in placing orders with brokers and dealersbrokers, it will attempt seek to obtain the best net result in terms of price and execution. Consistent with this obligation; provided that, on behalf of the Fund, the Sub-Adviser may, in its discretion, purchase and sell portfolio securities from and to use brokers and dealers who sell shares (including brokers that may be affiliates of the Funds or Sub-Adviser to the extent permitted by Section 3(c) hereof) who provide the Funds, Adviser's other clients, or Sub-Adviser's other clients Adviser with research, analysis, advice and similar services. The services to execute portfolio transactions, and the Sub-Adviser may pay to those brokers and dealers, in return for such brokerage and research and analysis, services a higher commission or spread than may be charged by other brokers and dealersbrokers, subject to the Sub-Adviser Adviser's determining in good faith that such commission or spread is reasonable in terms either of the particular transaction or of the overall responsibility of the Adviser and the Sub-Adviser to the Funds Fund and their its other clients and that the total commissions or spreads paid by each the Fund will be reasonable in relation to the benefits to the Fund over the long term. In no instance will portfolio securities be purchased from or sold to the Sub-Adviser, or any affiliated person thereof, except in accordance with the applicable federal securities laws and the rules and regulations thereunder and any exemptive orders currently in effectthereunder. Whenever the Sub-Adviser simultaneously places orders to purchase or sell the same security on behalf of a the Fund and one or more other accounts advised by the Sub-Adviser, such the orders will be allocated as to price and amount among all such accounts in a manner believed to be equitable over time to each account. The Adviser recognizes that in some cases this procedure may adversely affect the results obtained for the Fund. (c) C. The Sub-Adviser will maintain all required books and records required to be maintained pursuant to the 1940 Act and the rules and regulations promulgated thereunder with respect to actions by the securities transactions Sub-Adviser on behalf of the FundsFund, and will furnish the Board and the Adviser with such periodic and special reports as the Board or the Adviser reasonably may request. In compliance with the requirements of Rule 31a-3 under the 1940 Act, the Sub-Adviser hereby agrees that all records which that it maintains for the Adviser Fund are the property of the AdviserMorgan Keegan Select, and agrees to preserve for the periods prescribed by applicable law pres▇▇▇▇▇▇ ▇▇ ▇▇▇e 31a-2 under the 1940 Act any records which that it maintains for the Adviser Morgan Keegan Select and which that are required to be maintainedmaintained b▇ ▇▇▇▇ ▇▇▇-▇ under the 1940 Act, and further agrees to surrender promptly to the Adviser Morgan Keegan Select any records which that it maintains for the Adviser upon request Fu▇▇ ▇▇▇▇ ▇▇▇▇▇st by Morgan Keegan Select. D. All transactions will be c▇▇▇▇▇▇▇▇▇▇ ▇▇ payment to or delivery by the custodian designated by Morgan Keegan Select (the "Custodian"), or such depositories ▇▇ ▇▇▇▇▇▇ ▇▇ may be designated by the Custodian in writing, of all cash and/or securities due to or from the Fund, and the Sub-Adviser shall not have possession or custody thereof. The Sub-Adviser shall advise the Custodian and confirm in writing to Morgan Keegan Select and to the Adviser or any other designat▇▇ ▇▇▇▇▇ ▇▇ ▇he Fund, all investment orders for the Fund placed by it with brokers and dealers at the time and in the manner set forth in Rule 31a-1 under the 1940 Act. Morgan Keegan Select shall issue to the Custodian such instru▇▇▇▇▇▇ ▇▇ ▇▇▇ be appropriate in connection with the settlement of any transaction initiated by the Sub-Adviser. E. At such times as shall be reasonably requested by the Board or the Adviser, the Sub-Adviser will provide the Board and the Adviser with economic and investment analyses and reports as well as quarterly and annual reports setting forth the performance of the Fund and make available to the Board and Adviser any economic, statistical and investment services that the Sub-Adviser normally makes available to its institutional or other customers. F. In accordance with procedures adopted by the Board, as amended from time to time, the Sub-Adviser is responsible for assisting in the fair valuation of all portfolio securities and will use its reasonable efforts to arrange for the provision of valuation information or a price(s) from a party(ies) independent of the Sub-Adviser for each portfolio security for which the custodian does not obtain prices in the ordinary course of business from an automated pricing service.

Duties as Sub-Adviser. (a) Subject to the supervision of and any guidelines adopted by the Trust's Board of Trustees (the "Board") and Adviser▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, the Sub-Adviser will provide a continuous investment program for each the Fund, including investment research and management, with respect to all or a portion of the securities and investments and cash equivalents of the Fund (the "Sub-Advised Assets"), such Sub-Advised Assets to be determined by the Adviser. The Sub-Adviser will determine from time to time what securities and other investments will be purchased, retained or sold with respect to by the Fund. The Sub-Advised Assets of each Fund, and the brokers and dealers through whom trades Adviser will be executedresponsible for placing purchase and sell orders for investments and for other related transactions. The Sub-Adviser will provide services under this Agreement in accordance with the Fund's investment objective, policies and restrictions as stated in the Trust's Registration Statement. (b) The Sub-Adviser agrees that, in placing orders with brokers and dealersbrokers, it will attempt to obtain the best net result in terms of price and execution. Consistent with this obligation; provided that, on behalf of the Fund, the Sub-Adviser may, in its discretion, purchase and sell portfolio securities from and to use brokers and dealers who sell shares of the Funds or provide the Funds, Adviser's other clients, or Sub-Adviser's other clients Adviser with research, analysis, advice and similar services. The services to execute portfolio transactions, and the Sub-Adviser may pay to those brokers and dealers, in return for such brokerage and research and analysis, services a higher commission or spread than may be charged by other brokers and dealersbrokers, subject to the Sub-Adviser Adviser's determining in good faith that such commission or spread is reasonable in terms either of the particular transaction or of the overall responsibility of the Adviser and the Sub-Adviser to the Funds Fund and their its other clients and that the total commissions or spreads paid by each the Fund will be reasonable in relation to the benefits to the Fund over the long term. In no instance will portfolio securities be purchased from or sold to the Sub-Adviser, or any affiliated person thereof, except in accordance with the applicable federal securities laws and the rules and regulations thereunder thereunder. The Sub-Adviser may aggregate sales and any exemptive purchase orders currently in effectwith respect to the assets of the Fund with similar orders being made simultaneously for other accounts advised by the Sub-Adviser or its affiliates. Whenever the Sub-Adviser simultaneously places orders to purchase or sell the same security on behalf of a the Fund and one or more other accounts advised by the Sub-Adviser, such the orders will be allocated as to price and amount among all such accounts in a manner believed to be equitable over time to each account. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ recognizes that in some cases this procedure may adversely affect the results obtained for the Fund. (c) The Sub-Adviser will maintain all required books and records required to be maintained by the Sub-Adviser pursuant to the 1940 Act and the rules and regulations promulgated thereunder with respect to transactions by the securities transactions Sub- Adviser on behalf of the FundsFund, and will furnish the Board and Adviser ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ with such periodic and special reports as the Board or Adviser ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ reasonably may request. In compliance with the requirements of Rule 31a-3 under the 1940 Act, the Sub-Adviser hereby agrees that all records which it maintains for the Adviser Fund are the property of the AdviserTrust, and agrees to preserve for the periods prescribed by applicable law Rule 31a-2 under the 1940 Act any records which it maintains for the Adviser Trust and which are required to be maintainedmaintained by Rule 31a-1 under the 1940 Act, and further agrees to surrender promptly to the Adviser Trust any records which it maintains for the Adviser Fund upon request by the Trust. (d) At such times as shall be reasonably requested by the Board or ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, the Sub-Adviser will provide the Board and ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ with economic and investment analyses and reports as well as quarterly reports setting forth the Fund's performance and make available to the Board and ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ any economic, statistical and investment services normally available to institutional or other customers of the Sub-Adviser. (e) In accordance with procedures adopted by the Board, as amended from time to time, the Sub-Adviser is responsible for assisting in the fair valuation of all portfolio securities and will use its reasonable efforts to arrange for the provision of a price(s) from a party(ies) independent of the Sub-Adviser for each portfolio security for which the custodian does not obtain prices in the ordinary course of business from an automated pricing service.

Duties as Sub-Adviser. (a) Subject Pursuant to this Agreement and subject to the supervision and direction of the Trust's Board of Trustees ("Board") and direction and oversight of the Adviser, the Sub-Adviser will shall, with respect to the Managed Portion, provide the Fund with investment research, advice and supervision and furnish a continuous investment program for each Fundand manage the investment and reinvestment of the Managed Portion. In this regard, including investment research and managementthe Sub-Adviser shall, with respect to all or a portion of the securities and investments and Managed Portion, determine in its discretion the securities, cash equivalents of the Fund (the "Sub-Advised Assets"), such Sub-Advised Assets to be determined by the Adviser. The Sub-Adviser will determine from time to time what securities and other investments will financial instruments to be purchased, retained or sold with respect for the Managed Portion within the parameters of the investment objective, policies, restrictions and guidelines applicable to the Managed Portion as provided in writing by the Adviser to the Sub-Advised Assets Adviser, as amended in writing from time to time by the Adviser and provided to the Sub-Adviser (provided that the Sub-Adviser shall have a commercially reasonable amount of each Fundtime to comply with any such amendment) (the "Investment Guidelines"), the provisions of this Agreement, all applicable laws, rules and regulations and the brokers and dealers through whom trades will applicable portions of the registration statement of the Trust on Form N-1A under the 1940 Act, as such form may be executedamended from time to time, or any successor form thereto (the "Registration Statement"), copies of which have been and, from time to time shall be, furnished to the Sub-Adviser. (b) The Adviser will provide Sub-Adviser agrees thata list of counterparties, brokerage firms or other financial institutions (collectively, the "Counterparties") with which the Managed Portion is permitted to engage in placing orders with brokers transactions. The Adviser shall negotiate and dealers, it will attempt to obtain finalize on behalf of the best net result in Fund the terms of price any account opening documents, prime brokerage, futures and executionother related agreements, any ISDA master agreement, master repurchase agreement, master securities lending agreement or any other master swap or over-the-counter trading documentation, including any schedule or credit support annex thereto, any related clearing agreements or control agreements and any other agreement related to the foregoing (collectively, "Trading Agreements"). Consistent with this obligationWith respect to each Trading Agreement, the Sub-Adviser may, in its discretion, purchase and sell portfolio securities from and to brokers and dealers who sell shares will either (i) provide a copy of the Funds or provide the Funds, Adviser's other clients, or Sub-Adviser's other clients with research, analysis, advice and similar services. The Sub-Adviser may pay to brokers and dealers, in return for such research and analysis, a higher commission or spread than may be charged by other brokers and dealers, subject Trading Agreement to the Sub-Adviser determining in good faith that such commission or spread is reasonable in (ii) identify certain terms either and/or provisions of the particular transaction or Trading Agreement in writing to Sub- Adviser. In connection with its management of the overall responsibility of the Adviser and the Sub-Adviser Managed Portion, (a) with respect to the Funds and their other clients and that the total commissions or spreads paid by each Fund will be reasonable in relation to the benefits to the Fund over the long term. In no instance will portfolio securities be purchased from or sold any Trading Agreement provided to the Sub-Adviser, or any affiliated person thereof, except in accordance with the applicable securities laws and the rules and regulations thereunder and any exemptive orders currently in effect. Whenever the Sub-Adviser simultaneously places orders agrees to purchase comply with the terms and conditions of such Trading Agreements and (b) with respect to any Trading Agreement for which the Adviser has identified certain terms and/or provisions in writing to Sub-Adviser, the Sub-Adviser agrees to comply with the terms and provisions so identified in such writing. Adviser may amend or sell modify a Trading Agreement or such writing from time to time by sending written notice thereof to Sub- Adviser, and such amendment or modification shall become effective on the same security on behalf fifth calendar day following delivery thereof. Once the Trading Agreements have been negotiated and executed by Adviser, subject to any other written instructions of a Fund Adviser or the Trust, the Sub- Adviser is hereby appointed Adviser's and one or more the Trust's agent and attorney-in-fact for the limited purposes of executing such additional documentation, contracts, instructions and other accounts advised by documents and carrying out such duties as may be required under the Trading Agreements in connection with the Sub-Adviser's management of the Managed Portion (including, where applicable, confirming transactions, executing transaction-related documentation and causing the Fund to perform any payment or delivery obligations required under any Trading Agreement or transaction, including without limitation, collateral or margin payments), provided that (i) the Sub-Adviser's actions in executing such orders will be allocated documents and performing such duties shall comply with applicable federal laws, the regulations thereunder, the Sub-Adviser's duties and obligations under this Agreement and the Trust's Governing Documents (as defined below) and (ii) the Sub-Adviser shall not execute any documentation pursuant to price and amount among all the foregoing relating to the tax status or investor status of the Fund without verifying such accounts in a manner believed to be equitable to each accountstatus with the Adviser. (c) The Sub-Adviser is hereby appointed the Fund's agent and attorney-in-fact, and shall have a duty hereunder, to exercise in its discretion all rights and perform all duties which may be exercisable in relation to the Managed Portion, including without limitation the right to vote (or in its discretion, abstain from voting), tender, exchange, endorse, transfer, or deliver any securities on behalf of the Fund, to participate in or consent to any class action, distribution, bankruptcy proceeding, plan of reorganization, creditors committee, merger, combination, consolidation, liquidation, underwriting, or similar plan with reference to such securities; and to execute and bind the Fund in waivers, consents and covenants related thereto. For the avoidance of doubt, the Sub-Adviser has sole and full discretion to vote (or abstain from voting) any securities in the Managed Portion and neither the Fund nor the Adviser will, directly or indirectly, attempt to influence the Sub-Adviser's voting decisions. Further, to the extent the Adviser is affiliated with a bank holding company, the Adviser will maintain not provide instruction to the Sub-Adviser on how to vote securities of any U.S. bank holding company (as that term is defined in the Bank Holding Company Act of 1956, as amended). (d) The Sub-Adviser shall act upon all proxies solicited by or with respect to the issuers of securities in which the assets of the Managed Portion may be invested in accordance with the Sub-Adviser's proxy voting policies and procedures, as presented to the Fund, and in a manner that the Sub-Adviser reasonably believes best serves the interests of the Fund's shareholders, with respect to the Managed Portion, and that complies with applicable law. The Sub-Adviser represents and covenants that it has adopted written proxy voting policies and procedures as required books under Rule 206(4)-6 of the Investment Advisers Act of 1940, as amended ("Advisers Act"), a copy of which has been provided to the Adviser, the Fund or the Trust's Board of Trustees (the "Board"), and that it will promptly provide (i) any material updates to such policies and procedures to the Adviser, the Fund or the Board, (ii) its voting records with respect to the securities transactions of Managed Portion to the FundsFund or the Fund's proxy voting service, and will furnish in a format determined by the Board and Adviser with such periodic and special reports Adviser, as the Board or Fund may direct (and in any event before July 15 of each year), so that the Fund may meet its annual disclosure requirement pursuant to Rule 30b1-4 under the 1940 Act, (iii) reports to the Adviser and/or the Board, as the Fund may reasonably may request. , regarding instances where the Sub-Adviser hereby agrees that all records which it maintains votes counter to its proxy voting policies and (iv) a summary of its proxy voting policies and procedures for including in the Trust's Registration Statement, if requested. The Sub- Adviser are shall be responsible for responding to any class action claim with respect to any investment(s) made with the property Managed Portion and shall notify promptly the Fund of any such claims. (e) The Sub-Adviser shall discharge its responsibilities hereunder subject to the supervision of the Adviser, the Board and agrees the officers of the Trust and in compliance with (i) except as set forth in the Investment Guidelines, the 1940 Act and the Advisers Act, and the rules and regulations adopted under each from time to preserve time; (ii) the requirements of Subchapter M of the Internal Revenue Code of 1986, as amended (the "Internal Revenue Code") applicable to regulated investment companies (as defined in the Internal Revenue Code); (iii) if applicable, the Commodity Exchange Act, as amended (the "CEA"), and the rules and regulations adopted thereunder from time to time; (iv) all other applicable federal and state laws and regulations, including without limitation, the rules of any self- regulatory organization; (v) any 1940 Act exemptive order applicable to the Fund and the Managed Portion that is provided to the Sub-Adviser; (vi) the Trust's Declaration of Trust and By-Laws, as each may be amended from time to time (the "Governing Documents"), copies of which have been (and, in the event of any amendments thereto, will be) provided to the Sub-Adviser; (vii) the objectives, policies and limitations for the periods prescribed Fund set forth in the Registration Statement; and (viii) the Investment Guidelines and such other guidelines, policies and procedures implemented by the Adviser with respect to the Managed Portion or to the Sub-Adviser's activities under this Agreement and provided to the Sub- Adviser in writing ("Adviser Procedures"), provided that the Sub-Adviser shall have a commercially reasonable amount of time to comply with any amendment to such Adviser Procedures. The Sub-Adviser shall maintain compliance procedures and operational processes relating to its services to the Fund that are reasonably designed to ensure the Fund's compliance with this Section 2(e) and that the Sub-Adviser reasonably believes are adequate to ensure its compliance with applicable law law. No supervisory activity undertaken by the Adviser shall limit the Sub-Adviser's full responsibility for any records which of the foregoing. (f) The Sub-Adviser agrees that it maintains will not consult with any other sub-investment adviser for the Fund or the Trust or any other fund under common control with the Trust, concerning transactions for the Managed Portion in securities or other assets, except that such consultations are permitted between the current and successor sub-investment advisers of the Fund in order to effect an orderly transition of sub-advisory duties so long as such consultations are not transactions prohibited by Section 17(a) of the 1940 Act. (g) On behalf of the Fund, the Adviser hereby authorizes any entity or person associated with the Sub-Adviser which is a member of a national securities exchange to effect any transaction on the exchange for the account of the Fund which is permitted by Section 11(a) of the Securities Exchange Act of 1934, as amended (the "1934 Act"), and Rule 11a2-2(T) thereunder, and on behalf of the Fund, the Adviser hereby consents to the retention of compensation for such transactions in accordance with Rule 11a2-2(T)(a)(2)(iv). Notwithstanding the foregoing, the Sub-Adviser agrees that it will not deal with itself, or with members of the Board or any principal underwriter of the Fund, as principals or agents in making purchases or sales of securities or other property for the account of the Fund, nor will the Sub- Adviser purchase any securities from an underwriting or selling group in which the Sub-Adviser or its affiliates is participating, or arrange for purchases and sales of securities between the Fund and another account advised by the Sub-Adviser or its affiliates, except in each case as permitted by the 1940 Act and the rules and regulations thereunder, and in accordance with such policies and procedures as may be adopted by the Fund from time to time and disclosed to the Sub-Adviser, and will comply with all other provisions of the Governing Documents and the Fund's then-current Registration Statement relative to the Sub-Adviser and which are required to be maintainedits directors, officers and further agrees to surrender promptly to the Adviser any records which it maintains for the Adviser upon request by the Adviseremployees.

Duties as Sub-Adviser. (a) Subject to the supervision of the TrustPortfolio's Board of Trustees ("Board") and Adviser, the Sub-Adviser will provide a continuous investment program for each Fundthe Portfolio, including investment research and management, with respect to all or a portion of the securities and investments and cash equivalents of the Fund (the "Sub-Advised Assets"), such Sub-Advised Assets to be determined by the AdviserPortfolio. The Sub-Adviser will determine from time to time what securities and other investments will be purchased, retained or sold with respect to by the Sub-Advised Assets of each FundPortfolio, and the brokers and dealers through whom trades will be executed. (b) The Sub-Adviser agrees that, in placing orders with brokers and dealers, it will attempt to obtain the best net result results in terms of price and execution. Consistent with this obligation, the Sub-Adviser may, in its discretion, purchase and sell portfolio securities from and to brokers and dealers who sell shares of the Funds or provide the FundsPortfolio's, Adviser's other clients's, or Sub-Adviser's other clients with research, analysis, advice and similar services. The Sub-Adviser may pay to brokers and dealerspay, in return for such services research and analysis, a higher commission or spread than may be charged by other brokers and dealers, subject to the Sub-Adviser Adviser's determining in good faith that such commission or spread is reasonable in terms either of the particular transaction or of the overall responsibility of the Adviser and the Sub-Adviser to the Funds Portfolio and their its other clients and that the total commissions or spreads paid by each Fund the Portfolio will be reasonable in relation to the benefits to the Fund Portfolio over the long term. In no instance will portfolio Portfolio securities be purchased from or sold to the Sub-Adviser, or any affiliated person thereof, except in accordance with the applicable federal securities laws and the rules and regulations thereunder and any exemptive orders currently in effect. Whenever the Sub-Adviser simultaneously places orders to purchase or sell the same security on behalf of a Fund the Portfolio and one or more other accounts advised by the Sub-Adviser, such orders will be allocated as to price and amount among all such accounts in a manner believed to be equitable to each account. The Portfolio recognizes that in some cases this procedure may adversely affect the results obtained for the Portfolio. (c) The Sub-Adviser will maintain all required books and records with respect to the securities transactions of the FundsPortfolio, and will furnish the Board and Adviser with such periodic and special reports as the Board or Adviser reasonably may request. In compliance with the requirements of Rule 31a-3 under the 1940 Act, the Sub-Adviser hereby agrees that all records which it maintains for the Adviser Portfolio are the property of the AdviserPortfolio, and agrees to preserve for the periods prescribed by applicable law Rule 31a-2 under the 1940 Act any records which it maintains for the Adviser Portfolio and which are required to be maintainedmaintained by Rule 31a-1 under the 1940 Act, and further agrees to surrender promptly to the Adviser Portfolio any records which it maintains for the Adviser Portfolio upon request by the AdviserPortfolio.

Duties as Sub-Adviser. (a) Subject to the supervision of the TrustPortfolio's Board of Trustees ("Board") and Adviser, the Sub-Adviser will provide a continuous investment program for each Fundthe Portfolio, including investment research and management, with respect to all or a portion of the securities and investments and cash equivalents of the Fund (the "Sub-Advised Assets"), such Sub-Advised Assets to be determined by the AdviserPortfolio. The Sub-Adviser will determine from time to time what securities and other investments will be purchased, retained or sold with respect to by the Sub-Advised Assets of each FundPortfolio, and the brokers and dealers through whom trades will be executed. (b) The Sub-Adviser agrees that, in placing orders with brokers and dealers, it will attempt to obtain the best net result results in terms of price and execution. Consistent with this obligation, the Sub-Adviser may, in its discretion, purchase and sell portfolio securities from and to brokers and dealers who sell shares of the Funds or provide the FundsPortfolio's, Adviser's other clients's, or Sub-Adviser's other clients with research, analysis, advice and similar services. The Sub-Adviser may pay to brokers and dealerspay, in return for such services research and analysis, a higher commission or spread than may be charged by other brokers and dealers, subject to the Sub-Adviser Adviser's determining in good faith that such commission or spread is reasonable in terms either of the particular transaction or of the overall responsibility of the Adviser and the Sub-Adviser to the Funds Portfolio and their its other clients and that the total commissions or spreads paid by each Fund the Portfolio will be reasonable in relation to the benefits to the Fund Portfolio over the long term. In no instance will portfolio Portfolio securities be purchased from or sold to the Sub-Adviser, or any affiliated person thereof, except in accordance with the applicable federal securities laws and the rules and regulations thereunder and any exemptive orders currently in effect. Whenever the Sub-Adviser simultaneously places orders to purchase or sell the same security on behalf of a Fund the Portfolio and one or more other accounts advised by the Sub-Adviser, such orders will be allocated as to price and amount among all such accounts in a manner believed to be equitable to each account. The Portfolio recognizes that in some cases this procedure may adversely affect the results obtained for the Portfolio. (c) The Sub-Adviser will maintain all required books and records with respect to the securities transactions of the FundsPortfolio, and will furnish the Board and Adviser with such periodic and special reports as the Board or Adviser reasonably may request. In compliance with the requirements of Rule 31a-3 under the 1940 Act, the Sub-Adviser hereby agrees that all records which it maintains for the Adviser Portfolio are the property of the AdviserPortfolio, and agrees to preserve for the periods prescribed by applicable law Rule 31a-2 under the 1940 Act any records which it maintains for the Adviser Portfolio and which are required to be maintainedmaintained by Rule 31a- 1 under the 1940 Act, and further agrees to surrender promptly to the Adviser Portfolio any records which it maintains for the Adviser Portfolio upon request by the AdviserPortfolio.

Duties as Sub-Adviser. (a) Subject to the supervision of the Trust's Board of Trustees ("Board") and Adviser, the Sub-Adviser will provide a continuous investment program for each Fund, including investment research and management, with respect to all or a portion of the securities and investments and cash equivalents of the Fund (the "Sub-Advised Assets"), such Sub-Advised Assets to be determined by the Adviser. The Sub-Adviser will determine from time to time what securities and other investments will be purchased, retained or sold with respect to the Sub-Advised Assets of each Fund, and the brokers and dealers through whom trades will be executed. (b) The Sub-Adviser agrees that, in placing orders with brokers and dealers, it will attempt to obtain the best net result in terms of price and execution. Consistent with this obligation, the Sub-Adviser may, in its discretion, purchase and sell portfolio securities from and to brokers and dealers who sell shares of the Funds or provide the Funds, Adviser's other clients, or Sub-Adviser's other clients with research, analysis, advice and similar services. The Sub-Adviser may pay to brokers and dealers, in return for such research and analysis, a higher commission or spread than may be charged by other brokers and dealers, subject to the Sub-Adviser determining in good faith that such commission or spread is reasonable in terms either of the particular transaction or of the SUB-ITEM 77Q1(E) overall responsibility of the Adviser and the Sub-Adviser to the Funds and their other clients and that the total commissions or spreads paid by each Fund will be reasonable in relation to the benefits to the Fund over the long term. In no instance will portfolio securities be purchased from or sold to the Sub-Adviser, or any affiliated person thereof, except in accordance with the applicable securities laws and the rules and regulations thereunder and any exemptive orders currently in effect. Whenever the Sub-Adviser simultaneously places orders to purchase or sell the same security on behalf of a Fund and one or more other accounts advised by the Sub-Adviser, such orders will be allocated as to price and amount among all such accounts in a manner believed to be equitable to each account. (c) The Sub-Adviser will maintain all required books and records with respect to the securities transactions of the Funds, and will furnish the Board and Adviser with such periodic and special reports as the Board or Adviser reasonably may request. Sub-Adviser hereby agrees that all records which it maintains for the Adviser are the property of the Adviser, and agrees to preserve for the periods prescribed by applicable law any records which it maintains for the Adviser and which are required to be maintained, and further agrees to surrender promptly to the Adviser any records which it maintains for the Adviser upon request by the Adviser.

Duties as Sub-Adviser. (a) Subject to the supervision of and any written guidelines adopted by the Trust's Board of Trustees (the "Board") and Adviser▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, the Sub-Adviser will provide a continuous investment program for each the Fund, including investment research and management, management with respect to all or a portion of the securities and investments and cash equivalents of in the Fund (the "Sub-Advised Assets"), such Sub-Advised Assets to be determined by the AdviserFund. The Sub-Adviser will determine from time to time what securities and other investments will be purchased, retained or sold with respect to by the Fund. The Sub-Advised Assets of each Adviser will be responsible for placing purchase and sell orders for investments and for other related transactions. The Sub-Adviser will provide services under this Agreement in accordance with the Fund's investment objective, policies and restrictions as stated in the Trust's currently effective registration statement under the 1940 Act, and the brokers and dealers through whom trades will be executedany amendments or supplements thereto ("Registration Statement"). (b) The Sub-Adviser agrees that, in placing orders with brokers and dealersbrokers, it will attempt to obtain the best net result in terms of price and execution. Consistent with this obligation; provided that, on behalf of the Fund, the Sub-Adviser may, in its discretion, purchase and sell portfolio securities from and to use brokers and dealers who sell shares of the Funds or provide the Funds, Adviser's other clients, or Sub-Adviser's other clients Fund with research, analysis, advice and similar services. The services to execute portfolio transactions, and the Sub-Adviser may pay to those brokers and dealers, in return for such brokerage and research and analysis, services a higher commission or spread than may be charged by other brokers and dealersbrokers, subject to the Sub-Adviser Adviser's determining in good faith that such commission or spread is reasonable in terms either of the particular transaction or of the overall responsibility of the Adviser and the Sub-Adviser to the Funds Fund and their its other clients and that the total commissions or spreads paid by each the Fund will be reasonable in relation to the benefits to the Fund over the long term. In no instance will portfolio securities be purchased from or sold to the Sub-Adviser, or any affiliated person thereof, except in accordance with the applicable federal securities laws and the rules and regulations thereunder thereunder. The Sub-Adviser may aggregate sales and any exemptive purchase orders currently in effectwith respect to the assets of the Fund with similar orders being made simultaneously for other accounts advised by the Sub-Adviser or its affiliates. Whenever the Sub-Adviser simultaneously places orders to purchase or sell the same security on behalf of a the Fund and one or more other accounts advised by the Sub-Adviser, such the orders will be allocated as to price and amount among all such accounts in a manner believed to be equitable over time to each account. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ recognizes that in some cases this procedure may adversely affect the results obtained for the Fund. (c) The Sub-Adviser will maintain all required books and records required to be maintained by the Sub-Adviser pursuant to the 1940 Act and the rules and regulations promulgated thereunder with respect to transactions by the securities transactions Sub-Adviser on behalf of the FundsFund, and will furnish the Board and Adviser ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ with such periodic and special reports as the Board or Adviser ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ reasonably may request. In compliance with the requirements of Rule 31a-3 under the 1940 Act, the Sub-Adviser hereby agrees that all records which that it maintains for the Adviser Fund are the property of the AdviserTrust, and agrees to preserve for the periods prescribed by applicable law Rule 31a-2 under the 1940 Act any records which that it maintains for the Adviser Trust and which that are required to be maintainedmaintained by Rule 31a-1 under the 1940 Act, and further agrees to surrender promptly to the Adviser Trust any records which that it maintains for the Adviser Fund upon request by the Trust. (d) At such times as shall be reasonably requested by the Board or ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, the Sub-Adviser will provide the Board and ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ with economic and investment analyses and reports as well as quarterly reports setting forth the Fund's performance and make available to the Board and ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ any economic, statistical and investment services normally available to institutional or other customers of the Sub-Adviser. (e) In accordance with procedures adopted by the Board, as amended from time to time, the Sub-Adviser is responsible for assisting in the fair valuation of all portfolio securities and will use its reasonable efforts to arrange for the provision of a price(s) from a party(ies) independent of the Sub-Adviser for each portfolio security for which the custodian does not obtain prices in the ordinary course of business from an automated pricing service.

Duties as Sub-Adviser. (a) Subject to the supervision of and any guidelines adopted by the TrustFund's Board of Trustees Directors (the "Board") and the Adviser, the Sub-Adviser will provide a continuous investment program for each Fundthe Portfolios, including investment research and management, with respect to all or a portion of the securities and investments and cash equivalents of the Fund (the "Sub-Advised Assets"), such Sub-Advised Assets to be determined by the Adviser. The Sub-Adviser will determine from time to time what securities and other investments will be purchased, retained or sold by the Portfolios. The Sub- Adviser will be responsible for placing purchase and sell orders for investments and for other related transactions. The Sub-Adviser will provide services under this Agreement in accordance with each Portfolio's investment objectives, policies and restrictions as stated with respect to such Portfolio in the Sub-Advised Assets of each Fund, and the brokers and dealers through whom trades will be executed.'s Registration Statement on Form N-1A. (b) The Sub-Adviser agrees that, in placing orders with brokers and dealersbrokers, it will attempt to obtain the best net result in terms of price and execution. Consistent with this obligation; provided that, on behalf of the Portfolio's, the Sub-Adviser may, in its discretion, purchase and sell portfolio securities from and to use brokers and dealers who sell shares of the Funds or provide the Funds, Adviser's other clients, or Sub-Adviser's other clients Adviser with research, analysis, advice and similar services. The services to execute transactions with respect to a Portfolio, and the Sub-Adviser may pay to those brokers and dealers, in return for such brokerage and research and analysis, services a higher commission or spread than may be charged by other brokers brokers, so long as (i) such commission is paid in compliance with all applicable state and dealers, subject to Federal laws and in accordance with this Agreement and (ii) the Sub-Adviser determining has determined in good faith that such commission or spread is reasonable in terms either of the particular transaction or of the overall responsibility of the Adviser and the Sub-Sub- Adviser to the Funds such Portfolio and their its other clients and that the total commissions or spreads paid by each Fund such Portfolio will be reasonable in relation to the benefits to the Fund such Portfolio over the long term. In no instance will portfolio securities of any Portfolio be purchased from or sold to the Sub-Adviser, or any affiliated person thereof, thereof except in accordance with the applicable Federal securities laws and the rules and regulations thereunder thereunder. The Sub- Adviser may aggregate sales and any exemptive purchase orders currently in effectwith respect to the assets of the Portfolios with similar orders being made simultaneously for other accounts advised by the Sub-Adviser or its affiliates. Whenever the Sub-Adviser simultaneously places orders to purchase or sell the same security on behalf of a Fund Portfolio and one or more other accounts advised by the Sub-Adviser, such the orders will be allocated as to price and amount among all such accounts in a manner believed to be equitable over time to each such account. The Adviser recognizes that in some cases this procedure may adversely affect the results obtained for such Portfolio. (c) The Sub-Adviser will maintain all required books and records required to be maintained by the Sub-Adviser pursuant to the 1940 Act and the rules and regulations promulgated thereunder with respect to transactions by the securities transactions Sub-Adviser on behalf of the FundsPortfolios, and will furnish the Board and the Adviser with such periodic and special reports as the Board or the Adviser may reasonably may request. Sub-In compliance with the requirements of Rule 31a-3 under the 1940 Act, the Sub- Adviser hereby agrees that all records which it maintains for the Adviser Portfolios are the property of the AdviserFund, and agrees to preserve for the periods prescribed by applicable law Rule 31a-2 under the 1940 Act any records which it maintains for the Adviser Fund and which are required to be maintainedmaintained by Rule 31a-1 under the 1940 Act, and further agrees to surrender promptly to the Adviser Fund any records which it maintains for the Adviser Portfolios upon request by the Fund. (d) At such times as shall be reasonably requested by the Board or the Adviser, the Sub-Adviser will provide the Board and the Adviser with economic and investment analyses and reports as well as quarterly reports setting forth the performance of the Portfolios and make available to the Board and the Adviser any economic, statistical and investment services normally available to institutional or other customers of the Sub-Adviser. Upon reasonable advance notice, twice each calendar year the Sub-Adviser will make its officers and employees available to meet with the Board and employees of the Fund at the Fund's principal place of business or another mutually agreed upon location to review the securities of the Portfolios. (e) In accordance with procedures adopted by the Board, as amended from time to time, the Sub-Adviser is responsible for assisting in the fair valuation of all securities constituting the Portfolios and will use its reasonable efforts to arrange for the provision of a price from a party or parties independent of the Sub- Adviser for each security constituting part of a Portfolio for which the Fund or the Fund's administrator is unable to obtain prices in the ordinary course of business from an automated pricing service.

Duties as Sub-Adviser. (a) Subject to the supervision and direction of the Trust's Board of Trustees ("Board") and of the Adviser, and all written guidelines adopted by the Trust or the Adviser that are provided to the Sub-Adviser, the Sub-Adviser will provide a continuous investment program for each Fundwith respect to the Fund Account, including investment research and management, with respect to management for all or a portion of the securities and investments and cash equivalents of in the Fund (the "Sub-Advised Assets"), such Sub-Advised Assets to be determined by the AdviserAccount. The Sub-Adviser will determine from time to time what securities and other investments in the Fund Account will be purchased, retained or sold by the Fund. The Sub-Adviser will be responsible for placing purchase and sell orders for investments and for other related transactions with respect to the Fund Account. The Sub-Advised Assets Adviser will provide services under this Contract in accordance with the Fund's investment objective, policies and restrictions and the description of each Fundits investment strategy and style, all as stated in the Trust's registration statement under the 1940 Act, and any amendments or supplements thereto ("Registration Statement") of which the brokers and dealers through whom trades will be executedSub-Adviser has notice. The Sub-Adviser shall not consult with any other sub adviser of the Fund concerning transactions for the Fund in securities or other assets. (b) The Sub-Adviser agrees that, in placing orders with brokers and dealersbrokers, it will attempt seek to obtain the best net result in terms of price and execution. Consistent with this obligation; provided that, on behalf of the Fund, the Sub-Adviser may, in its discretion, purchase and sell portfolio securities from and to use brokers and dealers who sell shares (including brokers that may be affiliates of the Funds or Sub-Adviser to the extent permitted by Section 3(c) hereof) who provide the Funds, Adviser's other clients, or Sub-Adviser's other clients Adviser with research, analysis, advice and similar services. The services to execute portfolio transactions, and the Sub-Adviser may pay to those brokers and dealers, in return for such brokerage and research and analysis, services a higher commission or spread than may be charged by other brokers and dealersbrokers, subject to the Sub-Adviser Adviser's determining in good faith that such commission or spread is reasonable in terms either of the particular transaction or of the overall responsibility of the Adviser and the Sub-Adviser to the Funds Fund and their its other clients and that the total commissions or spreads paid by each the Fund will be reasonable in relation to the benefits to the Fund over the long term. In no instance will portfolio securities be purchased from or sold to the Sub-Adviser, or any affiliated person thereof, except in accordance with the applicable federal securities laws and the rules and regulations thereunder and any exemptive orders currently in effectthereunder. Whenever the Sub-Adviser simultaneously places orders to purchase or sell the same security on behalf of a the Fund and one or more other accounts advised by the Sub-Adviser, such the orders will be allocated as to price and amount among all such accounts in a manner believed to be equitable over time to each account. The Adviser recognizes that in some cases this procedure may adversely affect the results obtained for the Fund. (c) The Sub-Adviser will not execute without the prior written approval of the Adviser any portfolio transactions for the Fund Account with a broker which is (i) an affiliated person of the Trust, including the Adviser or any Sub-Adviser for any Fund of the Trust; (ii) a principal underwriter of the Fund's shares; or (iii) an affiliated person of such an affiliated person or principal underwriter. The Adviser agrees that it will provide the Sub-Adviser with a list of such brokers and dealers and will, from time to time, update such list as necessary. (d) The Sub-Adviser will maintain all required books and records required to be maintained pursuant to the 1940 Act and the rules and regulations promulgated thereunder with respect to actions by the securities transactions Sub-Adviser on behalf of the FundsFund, and will furnish the Board and the Adviser with such periodic and special reports as the Board or the Adviser reasonably may request. In compliance with the requirements of Rule 31a-3 under the 1940 Act, the Sub-Adviser hereby agrees that all records which that it maintains for the Adviser Fund are the property of the AdviserTrust, and agrees to preserve for the periods prescribed by applicable law Rule 31a-2 under the 1940 Act any records which that it maintains for the Adviser Trust and which that are required to be maintainedmaintained by Rule 31a-1 under the 1940 Act, and further agrees to surrender promptly to the Adviser Trust a complete set of any records which that it maintains for the Adviser Fund upon request by the Trust. (e) All transactions will be consummated by payment to or delivery by the custodian designated by the Trust (the "Custodian"), or such depositories or agents as may be designated by the Custodian in writing, of all cash and/or securities due to or from the Fund Account, and the Sub-Adviser shall not have possession or custody thereof. The Sub-Adviser shall advise the Custodian and confirm in writing to the Trust and to the Adviser or any other designated agent of the Fund all investment orders for the Fund Account placed by it with brokers and dealers at the time and in the manner set forth in Rule 31a-1 under the 1940 Act. For purposes of the foregoing sentence, communication to the Custodian via DTC is acceptable. The Trust shall issue to the Custodian such instructions as may be appropriate in connection with the settlement of any transaction initiated by the Sub-Adviser. The Trust shall be responsible for all custodial arrangements and the payment of all custodial charges and fees, and, upon giving proper instructions to the Custodian, the Sub-Adviser shall have no responsibility or liability with respect to custodial arrangements or the acts, omissions or other conduct of the Custodian, except that it shall be the responsibility of the Sub-Adviser to communicate it to the Adviser if the Custodian fails to confirm in writing proper execution of the instructions. (f) At such times as shall be reasonably requested by the Board or the Adviser, the Sub-Adviser will provide the Board and the Adviser with economic and investment analyses and reports as well as quarterly reports setting forth the performance of the Fund Account and make available to the Board and Adviser any economic, statistical and investment services that the Sub-Adviser normally makes available to its institutional or other customers. (g) In accordance with procedures adopted by the Board, as amended from time to time, the Sub-Adviser is responsible for assisting in the fair valuation of all portfolio securities and will use its reasonable efforts to arrange for the provision of valuation information or a price(s) from a party(ies) independent of the Sub-Adviser for each portfolio security for which the custodian does not obtain prices in the ordinary course of business from an automated pricing service.

Duties as Sub-Adviser. (a) Subject to the supervision of and any guidelines adopted by the Trust's Board of Trustees (the "Board") and Adviserby Bartlett, the Sub-Adviser will provide ▇▇▇▇▇▇▇ a continuous investment program for each the Fund's assets, including investment research and management, with respect to all or a portion of the securities and investments and cash equivalents of the Fund (the "Sub-Advised Assets"), such Sub-Advised Assets to be determined by the Adviser. The Sub-Adviser will determine from time to time what securities and other investments will be purchased, retained or sold with respect to by the Fund. The Sub-Advised Assets Adviser will be responsible for placing purchase and sell orders for the securities investments and for other related transactions. The Sub-Adviser will provide services under this Agreement in accordance with the Fund's investment objective, policies and restrictions as stated in the Fund's currently effective registration statement under the Securities Act of each Fund1933, as amended, and the brokers 1940 Act ("Registration Statement"), and dealers through whom trades will be executedany amendments or supplements thereto. (b) The Sub-Adviser agrees that, in placing orders with brokers and or dealers, it will attempt to obtain the best net result in terms of price and execution. Consistent with this obligation; provided that, on behalf of the Fund, the Sub-Adviser may, in its discretion, purchase and or sell portfolio securities from and to through brokers and dealers who sell shares of the Funds or provide the Funds, Adviser's other clients, or Sub-Adviser's other clients Fund with research, analysis, advice and similar services. The , and the Sub-Adviser may pay to brokers and dealersthose brokers, in return for such brokerage and research and analysis, services a higher commission or spread than may be charged by other brokers and dealersbrokers, subject to the Sub-Adviser Adviser's determining in good faith that such commission or spread is reasonable in terms either of the particular transaction or of the overall responsibility of the Adviser and the Sub-Adviser to the Funds Fund and their its other clients and that the total commissions or spreads paid by each the Fund will be reasonable in relation to the benefits to the Fund over the long term. In no instance will portfolio securities be purchased from or sold to the Sub-AdviserAdviser or Bartlett, or any affiliated person thereofpe▇▇▇▇ ▇▇ either of them, except in accordance with the applicable federal securities laws and the rules and regulations thereunder thereunder. The Sub-Adviser, or any affiliated person thereof or of Bartlett, may act as broker in ▇▇▇▇▇▇▇ion with transactions in portfolio securities on behalf of the Fund, provided that such actions are in compliance with the federal securities laws and any exemptive orders currently in effectthe rules and regulations thereunder, including Section 17(e) of the 1940 Act and Rule 17e-1 thereunder. Whenever the Sub-Adviser simultaneously places orders to purchase or sell the same security on behalf of a the Fund and one or more other accounts advised by the Sub-Adviser, such the orders will be allocated as to price and amount among all such accounts in a manner believed to be equitable by the Sub-Adviser over time to each account. Bartlett recognizes that in so▇▇ ▇▇▇▇▇ this procedure may adversely affect the results obtained for the Fund. (c) The Sub-Adviser will maintain all required books and records related to its activities hereunder required to be maintained by the Sub-Adviser pursuant to the 1940 Act and the rules and regulations promulgated thereunder with respect to the securities transactions on behalf of the FundsFund, and will furnish the Board Trust and Adviser Bartlett with such periodic and special ▇▇▇ ▇▇▇cial reports as the Board or Adviser Bartlett reasonably may requestreques▇. ▇▇ ▇▇mpliance with the requirements of Rule 31a-3 under the 1940 Act, the Sub-Adviser hereby agrees that all records which it maintains for the Adviser Fund are the property of the AdviserTrust, and agrees to preserve for the periods prescribed by applicable law Rule 31a-2 under the 1940 Act any records which it maintains for the Adviser Trust and which are required to be maintainedmaintained by Rule 31a-1 under the 1940 Act, and further agrees to surrender promptly to the Adviser Trust any records which it maintains for the Adviser Trust (or copies thereof) upon request by the Trust. (d) At such times as shall be reasonably requested by the Board or Bartlett, the Sub-Adviser will ▇▇▇▇▇▇▇ the Board and Bartlett with economic and inv▇▇▇▇▇▇▇ analyses and reports as well as quarterly reports setting forth the Fund's performance and make available to the Board and Bartlett any economic, statist▇▇▇▇ ▇▇▇ investment services normally available to institutional or other customers of the Sub-Adviser. (e) In accordance with procedures adopted by the Board, as amended from time to time, the Sub-Adviser is responsible for assisting in the fair valuation of any illiquid Fund securities and will assist in providing independent sources of market value for all other portfolio securities.

Duties as Sub-Adviser. (a) Subject to the supervision of and any guidelines adopted by the Trust's Board of Trustees (the "Board") and Adviser), the Sub-Adviser will provide a continuous investment program for each Fundthe Portfolio, including investment research and management, with respect to all or a portion of the securities and investments and cash equivalents of the Fund (the "Sub-Advised Assets"), such Sub-Advised Assets to be determined by the Adviser. The Sub-Adviser will determine from time to time what securities and other investments will be purchased, retained or sold with respect to by the Portfolio. The Sub-Advised Assets of each Fund, and the brokers and dealers through whom trades Adviser will be executedresponsible for placing purchase and sell orders for investments and for other related transactions. The Sub-Adviser will provide services under this Agreement in accordance with the Portfolio's investment objective, policies and restrictions as stated in the Portfolio's Registration Statement. (b) The Sub-Adviser agrees that, in placing orders with brokers and dealersbrokers, it will attempt to obtain the best net result in terms of price and execution. Consistent with this obligation; provided that, on behalf of the Portfolio, the Sub-Adviser may, in its discretion, purchase and sell portfolio securities from and to use brokers and dealers who sell shares of the Funds or provide the Funds, Adviser's other clients, or Sub-Adviser's other clients Adviser with research, analysis, advice and similar services. The services to execute portfolio transactions, and the Sub-Adviser may pay to those brokers and dealers, in return for such brokerage and research and analysis, services a higher commission or spread than may be charged by other brokers and dealersbrokers, subject to the Sub-Adviser Adviser's determining in good faith that such commission or spread is reasonable in terms either of the particular transaction or of the overall responsibility of the Adviser and the Sub-Adviser to the Funds Portfolio and their its other clients and that the total commissions or spreads paid by each Fund the Portfolio will be reasonable in relation to the benefits to the Fund Portfolio over the long term. In no instance will portfolio securities be purchased from or sold to the Sub-Adviser, or any affiliated person thereof, except in accordance with the applicable federal securities laws and the rules and regulations thereunder thereunder. The Sub-Adviser may aggregate sales and any exemptive purchase orders currently in effectof the assets of the Portfolio with similar orders being made simultaneously for other accounts advised by the Sub-Adviser or its affiliates. Whenever the Sub-Adviser simultaneously places orders to purchase or sell the same security on behalf of a Fund the Portfolio and one or more other accounts advised by the Sub-Adviser, such the orders will be allocated as to price and amount among all such accounts in a manner believed to be equitable over time to each account. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ recognizes that in some cases this procedure may adversely affect the results obtained for the Portfolio. (c) The Sub-Adviser will maintain all required books and records required to be maintained by the Sub-Adviser pursuant to the 1940 Act and the rules and regulations promulgated thereunder with respect to transactions by the securities transactions Sub-Adviser on behalf of the FundsPortfolio, and will furnish the Board and Adviser ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ with such periodic and special reports as the Board or Adviser ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ reasonably may request. In compliance with the requirements of Rule 31a-3 under the 1940 Act, the Sub-Adviser hereby agrees that all records which it maintains for the Adviser Portfolio are the property of the AdviserTrust, and agrees to preserve for the periods prescribed by applicable law Rule 31a-2 under the 1940 Act any records which it maintains for the Adviser Portfolio and which are required to be maintainedmaintained by Rule 31a-1(b)(2)(iii), (5), (6), (7), (9) and (10) under the 1940 Act, and further agrees to surrender promptly to the Adviser Trust any records which it maintains for the Adviser Portfolio upon request by the Trust. (d) At such times as shall be reasonably requested by the Board or ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, the Sub-Adviser will provide the Board and ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ with economic and investment analyses and reports as well as quarterly reports setting forth the Portfolio's performance and make available to the Board and ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ any economic, statistical and investment services normally available to institutional or other customers of the Sub-Adviser. (e) In accordance with procedures adopted by the Board, as amended from time to time, the Sub-Adviser is responsible for assisting in the fair valuation of all portfolio securities and will use its reasonable efforts to arrange for the provision of a price(s) from a party(ies) independent of the Sub-Adviser for each portfolio security for which the custodian does not obtain prices in the ordinary course of business from an automated pricing service.

Duties as Sub-Adviser. (a) Subject to the supervision of the Trust's Board of Trustees (the "Board") and AdviserEII, the Sub-Adviser will provide a continuous investment program for each Fundthe Series, including investment research and management, with respect to all or a portion of the securities and investments and cash equivalents of the Fund (the "Sub-Advised Assets"), such Sub-Advised Assets to be determined by the Adviserresearch. The Sub-Adviser Although EII alone will determine from time to time what securities and other the investments that will be purchased, retained or sold with respect to by the Series, the Sub-Advised Assets Adviser will assist EII in such determinations. The Sub-Adviser will, at the direction of each FundEII, be responsible for placing purchase and sell orders for investments with broker-dealers, and for other related transactions. The Sub-Adviser will provide services under this Agreement in accordance with the brokers Series's investment objectives, policies and dealers through whom trades will be executedrestrictions as stated in the Series's Prospectus. (b) The Sub-Adviser agrees that, in placing orders with brokers and dealersbrokers, it will attempt to obtain the best net result in terms of price and execution. Consistent with this obligation; provided that, on behalf of the Series, the Sub-Adviser may, in its discretion, purchase use brokers who provide the Series with analysis and sell other research services to execute portfolio securities from and to brokers and dealers who sell shares transactions on behalf of the Funds or provide Series, and the Funds, Adviser's other clients, or Sub-Adviser's other clients with research, analysis, advice and similar services. The Sub-Adviser may pay to those brokers and dealers, in return for such brokerage and research and analysis, services a higher commission or spread than may be charged by other brokers and dealersbrokers, subject to the Sub-Adviser Adviser's determining in good faith that (i) such commission or spread is reasonable in terms either of the particular transaction or of the overall responsibility of the Adviser and the Sub-Adviser and its affiliates to the Funds Series and their its other clients clients, and that (ii) the total commissions or spreads paid by each Fund the Series will be reasonable in relation to the benefits to the Fund Series over the long term. In no instance will portfolio securities be purchased from or sold to the Sub-Sub- Adviser, or any affiliated person thereof, except in accordance with the applicable federal securities laws and the rules and regulations thereunder and any exemptive orders currently in effectthereunder. Whenever the Sub-Adviser simultaneously places orders to purchase or sell the same security on behalf of a Fund the Series and one or more other accounts advised by the Sub-Adviser, such orders will be allocated as to price and amount among all such accounts in a manner believed to be equitable to each account. EII recognizes that in some cases this procedure may adversely affect the results obtained for the Series. (c) The Sub-Adviser will maintain all required books and records required to be maintained by the Sub-Adviser pursuant to the 1940 Act and the rules and regulations promulgated thereunder with respect to the securities transactions on behalf of the FundsSeries, and will furnish the Board and Adviser EII with such periodic and special reports as the Board or Adviser EII reasonably may request. In compliance with the requirements of Rule 31a-3 under the 1940 Act, the Sub-Adviser hereby agrees that all records which it maintains for the Adviser Series are the property of the AdviserTrust, and agrees to preserve for the periods prescribed by applicable law Rule 31a-2 under the 1940 Act any records which it maintains for the Adviser Trust and which are required to be maintainedmaintained by Rule 31a-1 under the 1940 Act, and further agrees to surrender promptly to the Adviser Trust any records which it maintains for the Adviser Trust upon request by the AdviserTrust. (d) At such times as shall be reasonably requested by the Board or EII, the Sub-Adviser will provide the Board and EII with investment analyses and reports and make available to the Board and EII any statistical and investment services normally available to similar investment companies based on industry standards.

Duties as Sub-Adviser. (a) Subject to the supervision and direction of the Trust's Board and of Trustees ("Board") the Adviser, including all written guidelines, and Adviserthe policies and procedures adopted by the Trust or the Adviser that are applicable to the Sub-Adviser listed on Schedule B, as such Schedule B may be amended from time to time, the Sub-Adviser will will: (i) provide a continuous investment program for each Fund, including investment research and management, with respect to all or a portion of the securities and investments and cash equivalents of the Fund Account; (the "Sub-Advised Assets"), such Sub-Advised Assets to be determined by the Adviser. The Sub-Adviser will ii) determine from time to time what securities and other investments in the Fund Account will be purchased, retained or sold by the Fund; and (iii) be responsible for placing purchase and sell orders for investments and for other related transactions with respect to the Fund Account. The Sub-Advised Assets Adviser will provide services under this Agreement in accordance with the Fund’s investment objective, policies and restrictions and the description of each Fundits investment strategy and style, all as stated in the Trust’s registration statement under the 1940 Act, and any amendments or supplements thereto (“Registration Statement”) of which the brokers Sub-Adviser has written notice. The Sub-Adviser shall: (iv) determine the manner in which all rights to consent to corporate actions, conversion rights, subscription right, tender rights, appraisal rights and dealers through whom trades any other corporate action rights pertaining to any portfolio securities held by the Fund Account shall be exercised; and/or (v) execute all such certificates, consents and other documents necessary or appropriate to effectuate the powers of the Sub-Adviser under this Agreement. The Trust will be executeddeliver to the Sub-Adviser a true and complete copy of the Fund’s Registration Statement as effective from time to time, and such other documents or instruments governing the investment of the Fund Account and such other information as reasonably requested by the Sub-Adviser, as is necessary for the Sub-Adviser to carry out its obligations under this Agreement, including the policies and procedures applicable to the Sub-Adviser listed on Schedule B hereto. (b) The Sub-Adviser’s authority hereunder shall include the power to buy, sell, and hold such securities and other instruments, to open accounts and execute trading agreements and any other reasonable and customary documents and representation letters on behalf of the Fund Account as the Sub-Adviser deems appropriate within the parameters of Sections 3(a) and 4, and the conditions of this Agreement. The Sub-Adviser agrees that, prior to (i) opening (or amending) any accounts, including prime brokerage and futures accounts with brokerage firms or other financial institutions; and (ii) entering into (or amending) any ISDA master agreement, master repurchase agreement, or any other master swap or over-the-counter trading documentation, including any schedule or credit support annex thereto (such agreements collectively, “OTC Agreements”), or any related clearing agreements on behalf of the Fund, the Sub-Adviser shall notify the Fund’s accounting agent and administrator (“Administrator”), custodian bank (“Custodian”), and the Adviser of the existence and any pertinent terms of the account opening documents, prime brokerage, futures and other related agreements, OTC Agreements, and related clearing agreements. With respect to transactions involving derivative instruments and/or OTC Agreements, the Sub-Adviser agrees to provide Counterparty reports of the type described in Section 3(i). For purposes of this section, the term “Counterparty” includes a clearing broker, prime broker, dealer, foreign currency dealer, futures commission merchant, bank, or any counterparty to an OTC Agreement. (c) In accordance with the Fund’s investment policies described in the Registration Statement, the Sub-Adviser is responsible for avoiding investment of Fund Account assets in any company that is publicly recognized, as determined by GuideStone Financial Resources of the Southern Baptist Convention (“GuideStone Financial Resources”), for offering products or services that are incompatible with the Christian values of GuideStone Financial Resources, including, but not limited to, those involving alcohol, sexual immorality, tobacco or gambling. The Adviser shall provide in writing to the Sub-Adviser a list of such prohibited companies, which the Adviser in its sole discretion will amend or supplement from time to time. The Adviser will provide the Sub-Adviser with such amendments or supplements on a timely basis, and any such changes shall become effective as soon as reasonably practicable after such changes have been received by the Sub-Adviser. If the Sub-Adviser has a question about whether any proposed transaction with respect to the Fund Account would be in compliance with such investment policies, it may consult with the Adviser during normal business hours, and the Adviser will provide instructions upon which the Sub-Adviser may rely in purchasing and selling securities for the Fund Account. (d) The Sub-Adviser will select brokers and dealers to effect all portfolio transactions for the Fund Account subject to the conditions set forth herein. The Sub-Adviser will place all necessary orders with brokers, dealers or issuers, and will negotiate brokerage commissions, if applicable. The Sub-Adviser agrees that, in placing orders with brokers and dealers, it will attempt seek to obtain best execution, considering all of the best net result in terms of price circumstances, and execution. Consistent shall maintain records adequate to demonstrate compliance with this obligationrequirement; provided that, on behalf of the Fund, and in compliance with Section 28(e) of the Securities Exchange Act of 1934 (“1934 Act”), the Sub-Adviser may, in its discretion, purchase and sell portfolio securities from and to use brokers and dealers who sell shares (including brokers and dealers that may be affiliated persons of the Funds or Sub-Adviser to the extent permitted herein) who provide the Funds, Adviser's other clients, or Sub-Adviser's other clients Adviser with research, analysis, advice and similar services. The services to execute portfolio transactions, and the Sub-Adviser may pay to those brokers and dealers, directly or indirectly through a commission-sharing arrangement, in return for such brokerage and research and analysis, services a higher commission or spread than may be charged by other brokers and dealers, subject to the Sub-Adviser Adviser’s determining in good faith that such commission or spread is reasonable in terms either of the particular transaction or of the overall responsibility of the Adviser and the Sub-Adviser to the Funds and their other clients Fund and that the total commissions or spreads paid by each the Fund will be reasonable in relation to the benefits to the Fund over the long term. In no instance will portfolio securities The Sub-Adviser agrees to provide the Adviser with reports or other information regarding brokerage and benefits received therefrom, upon the Adviser’s reasonable request. On occasions when the Sub-Adviser deems the purchase or sale of a security to be purchased from or sold to in the best interest of the Fund as well as other clients of the Sub-Adviser, or any affiliated person thereofthe Sub-Adviser, except in accordance with to the extent permitted by applicable securities laws and regulations, may, but shall be under no obligation to, aggregate the rules securities to be purchased or sold to attempt to obtain a more favorable price or lower brokerage commissions and regulations thereunder and any exemptive orders currently in effectefficient execution. Whenever the Sub-Adviser simultaneously places orders to purchase or sell the same security on behalf of a the Fund Account and one or more other accounts advised by the Sub-Adviser, such the orders will be allocated as to price and amount among all such accounts in a manner believed the Sub-Adviser reasonably believes to be equitable over time and consistent with its fiduciary obligations to each client account. (ce) Except as permitted by applicable law, rule or regulation (including, but not limited to, Sections 10 and 17 of the 1940 Act and Section 206 of the Investment Advisers Act of 1940, as amended (“Advisers Act”), and the respective rules and regulations promulgated thereunder), including by exemptive order granted by the U.S. Securities and Exchange Commission (“SEC”), SEC interpretive release, and/or SEC staff no-action letter or other written guidance, the Sub-Adviser shall not, on behalf of the Fund Account, enter into any transaction wherein: (i) during the existence of any underwriting or selling syndicate, an affiliated person of the Trust, or any affiliated person of such an affiliated person, acts as a principal underwriter; (ii) an affiliated person of or principal underwriter for the Trust, or any affiliated person of such an affiliated person or principal underwriter, acts as principal; or (iii) an affiliated person of the Trust, or any affiliated person of such an affiliated person, acts as agent or broker. If the Sub-Adviser enters into any of the permissible affiliated transactions contemplated above, the Sub-Adviser shall comply with the Trust’s policies and procedures, as provided to the Sub-Adviser, in so doing. The Sub-Adviser acknowledges that, upon entering into this Agreement, it is an “investment adviser” of the Trust within the meaning of Section 2(a)(20)(B) of the 1940 Act, and therefore an “affiliated person” of the Trust within the meaning of Section 2(a)(3)(E) of the 1940 Act. The Sub-Adviser agrees that it will provide the Adviser with a written list of its affiliated persons, indicating which of those affiliated persons are brokers, dealers, futures commission merchants (“FCMs”), and/or banks, and will update such list from time to time, as necessary. To enable the Sub-Adviser to comply with this paragraph, the Adviser agrees that it will provide the Sub-Adviser with a written list of the Trust’s affiliated persons (excluding the Fund’s sub-advisers) and principal underwriter, and their respective affiliated persons, and will update such list from time to time as necessary. Such list shall indicate which affiliated persons are: (iv) control affiliates (i.e., entities that control, are controlled by or are under common control with the Adviser); (v) publicly-traded companies, along with their ticker symbol(s), CUSIP and SEDOL, as applicable; and (vi) banks, broker-dealers or futures commission merchants, and will update such list from time to time if necessary. (f) In furnishing services hereunder, to the extent prohibited by, or necessary to comply with, the 1940 Act, the Sub-Adviser will not consult with any other sub-adviser to the Fund, any other series of the Trust, or any other investment company under common control with the Trust concerning transactions of the Fund in securities or other assets. For the avoidance of doubt, the foregoing restriction will not be deemed to prohibit the Sub-Adviser from consulting with: (i) any of its affiliated persons concerning transactions in securities or other assets; (ii) any of the other covered sub-advisers concerning compliance with paragraphs (a) and (b) of Rule 12d3-1 under the 1940 Act; or (iii) any successor sub-adviser of the Fund in order to effect an orderly transition of sub-advisory duties, so long as such consultations do not concern transactions prohibited by Section 17(a) of the 1940 Act. (g) The Sub-Adviser will maintain all required books and records required to be maintained pursuant to the 1940 Act and the rules and regulations promulgated thereunder and any other applicable legal provisions, including the Advisers Act, the 1934 Act, the Commodity Exchange Act of 1936, as amended (“CEA”), and the rules and regulations adopted thereunder from time to time, with respect to actions by the securities transactions Sub-Adviser on behalf of the FundsFund, and will furnish the Board and Board, the Adviser or the Administrator with such periodic and special reports as mutually agreed upon by the Board or Sub-Adviser reasonably may requestand the Adviser. In compliance with the requirements of Rule 31a-3 under the 1940 Act, the Sub-Adviser hereby agrees that all records which that it maintains for the Adviser Fund are the property of the AdviserTrust, and agrees to preserve for the periods prescribed by applicable law Rule 31a-2 under the 1940 Act any records which that it maintains for the Adviser Trust and which that are required to be maintainedmaintained by Rule 31a-1 under the 1940 Act, and further agrees to surrender promptly to the Adviser Trust a complete set of any records which that it maintains for the Adviser Fund upon request by the Trust. Notwithstanding the foregoing, the Sub-Adviser shall be able to retain copies of such records to the extent necessary to comply with the Sub-Adviser’s recordkeeping policies or regulatory obligations. The Sub-Adviser agrees to keep confidential all records of the Trust and information relating to the Trust in accordance with Section 14 hereof unless the release of such records or information is otherwise consented to in writing by the Trust or the Adviser. The Trust and Adviser agree that such consent shall not be unreasonably withheld. For the avoidance of doubt, where the Sub-Adviser is required to divulge such information or record to duly constituted authorities in connection with a regulatory proceeding, or when requested to divulge such information in the context of a regulatory examination or investigation being conducted by one of its regulators, such consent is deemed hereby given and the Sub-Adviser shall promptly inform the Trust and the Adviser of the disclosure of such information (subject to attorney-client privilege and other confidentiality restrictions) unless (i) the Sub-Adviser is prohibited from so doing by applicable law or (ii) doing so would result in contravention of the requests or expectations of a judicial, governmental or regulatory body. (h) All transactions for the Fund Account will be consummated by delivery of assets to or from the Custodian, or such depositories or agents as may be designated by the Custodian in writing, and neither the Sub-Adviser nor its affiliated persons shall have possession or custody of Fund assets at any time. The Sub-Adviser shall advise the Fund’s Custodian and Administrator on a prompt basis of each purchase and sale of a portfolio security or other financial instrument specifying the name of the issuer or Counterparty, the description, terms and amount of shares or principal amount of the security or other financial instrument purchased or sold, the market price, commission and gross or net price, trade date, settlement date and identity of the effecting broker or dealer and such other information as may reasonably be required. The Sub-Adviser shall arrange for the transmission to the Fund’s Custodian and Administrator on a daily basis such confirmation, trade tickets, and other documents and information as may be reasonably necessary to enable the Custodian and Administrator to perform their administrative, recordkeeping and other responsibilities with respect to the Fund. For purposes of the foregoing sentence, communication via electronic means will be acceptable as agreed to in writing from time to time by the Adviser. The Trust shall issue to the Custodian such instructions as may be appropriate in connection with the settlement of any transaction initiated by the Sub-Adviser. The Trust shall be responsible for all custodial arrangements and the payment of all custodial charges and fees, and, upon giving proper instructions to the Custodian in accordance with the foregoing, the Sub-Adviser shall have no responsibility or liability with respect to custodial arrangements or the acts, omissions or other conduct of the Custodian, other than acts or omissions arising in reasonable reliance on instructions of an authorized person of the Sub-Adviser; provided, that it shall be the responsibility of the Sub-Adviser to notify the Adviser if the Custodian fails to confirm in writing proper execution of the instructions. (i) Without limiting the generality of the foregoing and in furtherance thereof, the Sub-Adviser shall report to the Fund’s Custodian and Administrator all trades and positions in the Fund Account daily (in such form and at such times as specified by the Fund’s Custodian and Administrator and/or the Adviser), including any trade it has entered into for which it has not received confirmation (and, with respect to transactions involving derivative instruments, shall also request each executing broker and Counterparty to deliver its own such transaction and position reporting), and any information related to any corporate action relevant to the investments of the Fund Account (in such form and at such times as specified by the Fund’s Custodian and Administrator). Unless otherwise specified by the Adviser, all trades shall be communicated by the Sub-Adviser to the Fund’s Custodian and Administrator by 10 a.m. Central Time on the business day following the trade date.

Duties as Sub-Adviser. (a) Subject to the supervision of and any guidelines adopted by the Trust's Fund’s Board of Trustees Directors ("the “Board"”) and the Adviser, the Sub-Adviser will provide a continuous investment program for each Fundthe Portfolios, including investment research and management, with respect to all or a portion of the securities and investments and cash equivalents of the Fund (the "Sub-Advised Assets"), such Sub-Advised Assets to be determined by the Adviser. The Sub-Adviser will determine from time to time what securities and other investments will be purchased, retained or sold by the Portfolios. The Sub-Adviser will be responsible for placing purchase and sell orders for investments and for other related transactions. The Sub-Adviser will provide services under this Agreement in accordance with each Portfolio’s investment objectives, policies and restrictions as stated with respect to such Portfolio in the Sub-Advised Assets of each Fund, and the brokers and dealers through whom trades will be executed.’s Registration Statement on Form N-1A. (b) The Sub-Adviser agrees that, in placing orders with brokers and dealersbrokers, it will attempt to obtain the best net result in terms of price and execution. Consistent with this obligation; provided that, on behalf of the Portfolios, the Sub-Adviser may, in its discretion, purchase and sell portfolio securities from and to use brokers and dealers who sell shares of the Funds or provide the Funds, Adviser's other clients, or Sub-Adviser's other clients Adviser with research, analysis, advice and similar services. The services to execute transactions with respect to a Portfolio, and the Sub-Adviser may pay to those brokers and dealers, in return for such brokerage and research and analysis, services a higher commission or spread than may be charged by other brokers brokers, so long as (i) such commission is paid in compliance with all applicable state and dealers, subject to Federal laws and in accordance with this Agreement and (ii) the Sub-Adviser determining has determined in good faith that such commission or spread is reasonable in terms either of the particular transaction or of the overall responsibility of the Adviser and the Sub-Adviser to the Funds such Portfolio and their its other clients and that the total commissions or spreads paid by each Fund such Portfolio will be reasonable in relation to the benefits to the Fund such Portfolio over the long term. In no instance will portfolio securities of any Portfolio be purchased from or sold to the Sub-Adviser, or any affiliated person thereof, thereof except in accordance with the applicable Federal securities laws and the rules and regulations thereunder thereunder. The Sub-Adviser may aggregate sales and any exemptive purchase orders currently in effectwith respect to the assets of the Portfolios with similar orders being made simultaneously for other accounts advised by the Sub-Adviser or its affiliates. Whenever the Sub-Adviser simultaneously places orders to purchase or sell the same security on behalf of a Fund Portfolio and one or more other accounts advised by the Sub-Adviser, such the orders will be allocated as to price and amount among all such accounts in a manner believed to be equitable over time to each such account. The Adviser recognizes that in some cases this procedure may adversely affect the results obtained for such Portfolio. (c) The Sub-Adviser will maintain all required books and records required to be maintained by the Sub-Adviser pursuant to the 1940 Act and the rules and regulations promulgated thereunder with respect to transactions by the securities transactions Sub-Adviser on behalf of the FundsPortfolios, and will furnish the Board and the Adviser with such periodic and special reports as the Board or the Adviser may reasonably may request. In compliance with the requirements of Rule 31a-3 under the 1940 Act, the Sub-Adviser hereby agrees that all records which it maintains for the Adviser Portfolios are the property of the AdviserFund, and agrees to preserve for the periods prescribed by applicable law Rule 31a-2 under the 1940 Act any records which it maintains for the Adviser Fund and which are required to be maintainedmaintained by Rule 31a-1 under the 1940 Act, and further agrees to surrender promptly to the Adviser Fund any records which it maintains for the Adviser Portfolios upon request by the Fund. (d) At such times as shall be reasonably requested by the Board or the Adviser, the Sub-Adviser will provide the Board and the Adviser with economic and investment analyses and reports as well as quarterly reports setting forth the performance of the Portfolios and make available to the Board and the Adviser any economic, statistical and investment services normally available to institutional or other customers of the Sub-Adviser. Upon reasonable advance notice, twice each calendar year the Sub-Adviser will make its officers and employees available to meet with the Board and employees of the Fund at the Fund’s principal place of business or another mutually agreed upon location to review the securities of the Portfolios. (e) In accordance with procedures adopted by the Board, as amended from time to time, the Sub-Adviser is responsible for assisting in the fair valuation of all securities constituting the Portfolios and will use its reasonable efforts to arrange for the provision of a price from a party or parties independent of the Sub-Adviser for each security constituting part of a Portfolio for which the Fund or the Fund’s administrator is unable to obtain prices in the ordinary course of business from an automated pricing service.

Duties as Sub-Adviser. (a) Subject to the supervision of and any guidelines adopted by the Trust's Fund’s Board of Trustees Directors ("the “Board"”) and the Adviser, the Sub-Adviser will provide a continuous investment program for each Fundthe Portfolios, including investment research and management, with respect to all or a portion of the securities and investments and cash equivalents of the Fund (the "Sub-Advised Assets"), such Sub-Advised Assets to be determined by the Adviser. The Sub-Adviser will determine from time to time what securities and other investments will be purchased, retained or sold by the Portfolios. The Sub-Adviser will be responsible for placing purchase and sell orders for investments and for other related transactions. The Sub-Adviser will provide services under this Agreement in accordance with each Portfolio’s investment objectives, policies and restrictions as stated with respect to such Portfolio in the Sub-Advised Assets of each Fund, and the brokers and dealers through whom trades will be executed.’s Registration Statement on Form N-1A. (b) The Sub-Adviser agrees that, in placing orders with brokers and dealersbrokers, it will attempt to obtain the best net result in terms of price and execution. Consistent with this obligation; provided that, on behalf of the Portfolios, the Sub-Adviser may, in its discretion, purchase and sell portfolio securities from and to use brokers and dealers who sell shares of the Funds or provide the Funds, Adviser's other clients, or Sub-Adviser's other clients Adviser with research, analysis, advice and similar services. The services to execute transactions with respect to a Portfolio, and the Sub-Adviser may pay to those brokers and dealers, in return for such brokerage and research and analysis, services a higher commission or spread than may be charged by other brokers brokers, so long as (i) such commission is paid in compliance with all applicable state and dealers, subject to Federal securities laws and in accordance with this Agreement and (ii) the Sub-Adviser determining has determined in good faith that such commission or spread is reasonable in terms either of the particular transaction or of the overall responsibility of the Adviser and the Sub-Adviser to the Funds such Portfolio and their its other clients and that the total commissions or spreads paid by each Fund such Portfolio will be reasonable in relation to the benefits to the Fund such Portfolio over the long term. In no instance will portfolio securities of any Portfolio be purchased from or sold to the Sub-Adviser, or any affiliated person thereof, thereof except in accordance with the applicable Federal securities laws and the rules and regulations thereunder thereunder. The Sub-Adviser may aggregate sales and any exemptive purchase orders currently in effectwith respect to the assets of the Portfolios with similar orders being made simultaneously for other accounts advised by the Sub-Adviser or its affiliates. Whenever the Sub-Adviser simultaneously places orders to purchase or sell the same security on behalf of a Fund Portfolio and one or more other accounts advised by the Sub-Adviser, such the orders will be allocated as to price and amount among all such accounts in a manner believed to be equitable over time to each such account. The Adviser recognizes that in some cases this procedure may adversely affect the results obtained for such Portfolio. (c) The Sub-Adviser will maintain all required books and records required to be maintained by the Sub-Adviser pursuant to the 1940 Act and the rules and regulations promulgated thereunder with respect to transactions by the securities transactions Sub-Adviser on behalf of the FundsPortfolios, and will furnish the Board and the Adviser with such periodic and special reports as the Board or the Adviser may reasonably may request. In compliance with the requirements of Rule 31a-3 under the 1940 Act, the Sub-Adviser hereby agrees that all records which it maintains for the Adviser Portfolios are the property of the AdviserFund, and agrees to preserve for the periods prescribed by applicable law Rule 31a-2 under the 1940 Act any records which it maintains for the Adviser Fund and which are required to be maintainedmaintained by Rule 31a-1 under the 1940 Act, and further agrees to surrender promptly to the Adviser Fund any records which it maintains for the Adviser Portfolios upon request by the Fund. (d) At such times as shall be reasonably requested by the Board or the Adviser, the Sub-Adviser will provide the Board and the Adviser with economic and investment analyses and reports as well as quarterly reports setting forth the performance of the Portfolios and make available to the Board and the Adviser any economic, statistical and investment services normally available to institutional or other customers of the Sub-Adviser. Upon reasonable advance notice, twice each calendar year the Sub-Adviser will make its officers and employees available to meet with the Board and employees of the Adviser at the Fund’s principal place of business or another mutually agreed upon location to review the securities of the Portfolios. (e) In accordance with procedures adopted by the Board, as amended from time to time, the Sub-Adviser will provide assistance with respect to the valuation of securities held by the Portfolios and will use its reasonable efforts to arrange for the provision of a price from a party or parties independent of the Sub-Adviser for each security held by a Portfolio for which the Fund or the Fund’s administrator is unable to obtain prices in the ordinary course of business from an automated pricing service.

Duties as Sub-Adviser. (a) A. Subject to to, and in accordance with, the supervision and direction of the TrustMorgan Keegan Select's Board of Trustees Directors ("Board") and of the A▇▇▇▇▇▇, ▇▇▇ all written guidelines adopted by the Board and/or the Adviser that are provided to the Sub-Adviser, the Sub-Adviser will provide a continuous investment program for each with respect to the Fund, including investment research and management, with respect to management for all or a portion of the securities and investments and cash equivalents of in the Fund (the "Sub-Advised Assets"), such Sub-Advised Assets to be determined by the AdviserFund. The Sub-Adviser will determine from time to time what securities and other investments will be purchased, retained or sold by the Fund. The Sub-Adviser will be responsible for placing purchase and sell orders for investments and for other related transactions with respect to the Fund. The Sub-Advised Assets of each Adviser will provide services under this Agreement in accordance with the Fund's investment objective, policies and restrictions as stated in Morgan Keegan Select's currently effective registration sta▇▇▇▇▇▇ ▇▇▇▇▇ the 1940 Act, and the brokers and dealers through whom trades will be executedany amendments or supplements thereto ("Registration Statement"). (b) B. The Sub-Adviser agrees that, in placing orders with brokers and dealersbrokers, it will attempt seek to obtain the best net result in terms of price and execution. Consistent with this obligation; provided that, on behalf of the Fund, the Sub-Adviser may, in its discretion, purchase and sell portfolio securities from and to use brokers and dealers who sell shares (including brokers that may be affiliates of the Funds or Sub-Adviser to the extent permitted by Section 3(c) hereof) who provide the Funds, Adviser's other clients, or Sub-Adviser's other clients Adviser with research, analysis, advice and similar services. The services to execute portfolio transactions, and the Sub-Adviser may pay to those brokers and dealers, in return for such brokerage and research and analysis, services a higher commission or spread than may be charged by other brokers and dealersbrokers, subject to the Sub-Adviser Adviser's determining in good faith that such commission or spread is reasonable in terms either of the particular transaction or of the overall responsibility of the Adviser and the Sub-Adviser to the Funds Fund and their its other clients and that the total commissions or spreads paid by each the Fund will be reasonable in relation to the benefits to the Fund over the long term. In no instance will portfolio securities be purchased from or sold to the Sub-Adviser, or any affiliated person thereof, except in accordance with the applicable federal securities laws and the rules and regulations thereunder and any exemptive orders currently in effectthereunder. Whenever the Sub-Adviser simultaneously places orders to purchase or sell the same security on behalf of a the Fund and one or more other accounts advised by the Sub-Adviser, such the orders will be allocated as to price and amount among all such accounts in a manner believed to be equitable over time to each account. The Adviser recognizes that in some cases this procedure may adversely affect the results obtained for the Fund. (c) C. The Sub-Adviser will maintain all required books and records required to be maintained pursuant to the 1940 Act and the rules and regulations promulgated thereunder with respect to actions by the securities transactions Sub-Adviser on behalf of the FundsFund, and will furnish the Board and the Adviser with such periodic and special reports as the Board or the Adviser reasonably may request. In compliance with the requirements of Rule 31a-3 under the 1940 Act, the Sub-Adviser hereby agrees that all records which that it maintains for the Adviser Fund are the property of the AdviserMorgan Keegan Select, and agrees to preserve for the periods prescribed by applicable law prescri▇▇▇ ▇▇ ▇▇▇▇ ▇1a-2 under the 1940 Act any records which that it maintains for the Adviser Morgan Keegan Select and which that are required to be maintainedmaintained by ▇▇▇▇ ▇▇▇-▇ ▇▇der the 1940 Act, and further agrees to surrender promptly to the Adviser Morgan Keegan Select any records which that it maintains for the Adviser upon request Fund ▇▇▇▇ ▇▇▇▇▇▇▇ by Morgan Keegan Select. D. All transactions will be c▇▇▇▇▇▇▇▇▇▇ ▇▇ payment to or delivery by the custodian designated by Morgan Keegan Select (the "Custodian"), or such depositories ▇▇ ▇▇▇▇▇▇ ▇▇ may be designated by the Custodian in writing, of all cash and/or securities due to or from the Fund, and the Sub-Adviser shall not have possession or custody thereof. The Sub-Adviser shall advise the Custodian and confirm in writing to Morgan Keegan Select and to the Adviser or any other designate▇ ▇▇▇▇▇ ▇▇ ▇▇e Fund, all investment orders for the Fund placed by it with brokers and dealers at the time and in the manner set forth in Rule 31a-1 under the 1940 Act. Morgan Keegan Select shall issue to the Custodian such inst▇▇▇▇▇▇▇▇ ▇▇ ▇ay be appropriate in connection with the settlement of any transaction initiated by the Sub-Adviser. E. At such times as shall be reasonably requested by the Board or the Adviser, the Sub-Adviser will provide the Board and the Adviser with economic and investment analyses and reports as well as quarterly and annual reports setting forth the performance of the Fund and make available to the Board and Adviser any economic, statistical and investment services that the Sub-Adviser normally makes available to its institutional or other customers. F. In accordance with procedures adopted by the Board, as amended from time to time, the Sub-Adviser is responsible for assisting in the fair valuation of all portfolio securities and will use its reasonable efforts to arrange for the provision of valuation information or a price(s) from a party(ies) independent of the Sub-Adviser for each portfolio security for which the custodian does not obtain prices in the ordinary course of business from an automated pricing service.

Duties as Sub-Adviser. (a) Subject to the supervision and direction of the Trust's Board of Trustees ("Board") and of the Adviser, and all written guidelines adopted by the Trust or the Adviser that are provided to the Sub-Adviser, the Sub-Adviser will provide a continuous investment program for each Fundwith respect to the Fund Account, including investment research and management, with respect to management for all or a portion of the securities and investments and cash equivalents of in the Fund (the "Sub-Advised Assets"), such Sub-Advised Assets to be determined by the AdviserAccount. The Sub-Adviser will determine from time to time what securities and other investments in the Fund Account will be purchased, retained or sold by the Fund. The Sub-Adviser will be responsible for placing purchase and sell orders for investments and for other related transactions with respect to the Fund Account. The Sub-Advised Assets Adviser will provide services under this Contract in accordance with the Fund's investment objective, policies and restrictions and the description of each Fundits investment strategy and style, all as stated in the Trust's registration statement under the 1940 Act, and any amendments or supplements thereto ("Registration Statement") of which the brokers and dealers through whom trades will be executedSub-Adviser has notice. (b) The Sub-Adviser agrees that, in placing orders with brokers and dealersbrokers, it will attempt seek to obtain the best net result in terms of price and execution. Consistent with this obligation; provided that, on behalf of the Fund, the Sub-Adviser may, in its discretion, purchase and sell portfolio securities from and to use brokers and dealers who sell shares (including brokers that may be affiliates of the Funds or Sub-Adviser to the extent permitted by Section 3(c) hereof) who provide the Funds, Adviser's other clients, or Sub-Adviser's other clients Adviser with research, analysis, advice and similar services. The services to execute portfolio transactions, and the Sub-Adviser may pay to those brokers and dealers, in return for such brokerage and research and analysis, services a higher commission or spread than may be charged by other brokers and dealersbrokers, subject to the Sub-Adviser Adviser's determining in good faith that such commission or spread is reasonable in terms either of the particular transaction or of the overall responsibility of the Adviser and the Sub-Adviser to the Funds Fund and their its other clients and that the total commissions or spreads paid by each the Fund will be reasonable in relation to the benefits to the Fund over the long term. In no instance will portfolio securities be purchased from or sold to the Sub-Adviser, or any affiliated person thereof, except in accordance with the applicable federal securities laws and the rules and regulations thereunder and any exemptive orders currently in effectthereunder. Whenever the Sub-Adviser simultaneously places orders to purchase or sell the same security on behalf of a the Fund and one or more other accounts advised by the Sub-Adviser, such the orders will be allocated as to price and amount among all such accounts in a manner believed to be equitable over time to each account. The Adviser recognizes that in some cases this procedure may adversely affect the results obtained for the Fund. (c) The Sub-Adviser will not execute without the prior written approval of the Adviser any portfolio transactions for the Fund Account with a broker which is (i) an affiliated person of the Trust, including the Adviser or any Sub-Adviser for any Fund of the Trust; (ii) a principal underwriter of the Fund's shares; or (iii) an affiliated person of such an affiliated person or principal underwriter. The Adviser agrees that it will provide the Sub-Adviser with a list of such brokers and dealers and will, from time to time, update such list as necessary. (d) The Sub-Adviser will maintain all required books and records required to be maintained pursuant to the 1940 Act and the rules and regulations promulgated thereunder with respect to actions by the securities transactions Sub-Adviser on behalf of the FundsFund, and will furnish the Board and the Adviser with such periodic and special reports as the Board or the Adviser reasonably may request. In compliance with the requirements of Rule 31a-3 under the 1940 Act, the Sub-Adviser hereby agrees that all records which that it maintains for the Adviser Fund are the property of the AdviserTrust, and agrees to preserve for the periods prescribed by applicable law Rule 31a-2 under the 1940 Act any records which that it maintains for the Adviser Trust and which that are required to be maintainedmaintained by Rule 31a-1 under the 1940 Act, and further agrees to surrender promptly to the Adviser Trust a complete set of any records which that it maintains for the Adviser Fund upon request by the AdviserTrust. (e) All transactions will be consummated by payment to or delivery by the custodian designated by the Trust (the "Custodian"), or such depositories or agents as may be designated by the Custodian in writing, of all cash and/or securities due to or from the Fund Account, and the Sub-Adviser shall not have possession or custody thereof. The Sub-Adviser shall advise the

Duties as Sub-Adviser. (a) Subject to the supervision and direction of the Trust's ’s Board of Trustees ("“Board"”) and of the Adviser, and all written guidelines adopted by the Trust or the Adviser that are provided to the Sub-Adviser, the Sub-Adviser will provide a continuous investment program for each Fundwith respect to the Fund Account, including investment research and management, with respect to management for all or a portion of the securities and investments and cash equivalents of in the Fund (the "Sub-Advised Assets"), such Sub-Advised Assets to be determined by the AdviserAccount. The Sub-Adviser will determine from time to time what securities and other investments in the Fund Account will be purchased, retained or sold by the Fund. The Sub-Adviser will be responsible for placing purchase and sell orders for investments and for other related transactions with respect to the Fund Account. The Sub-Advised Assets Adviser will provide services under this Contract in accordance with the Fund’s investment objective, policies and restrictions and the description of each Fundits investment strategy and style, all as stated in the Trust’s registration statement under the 1940 Act, and any amendments or supplements thereto (“Registration Statement”) of which the brokers and dealers through whom trades will be executedSub-Adviser has notice. The Sub-Adviser shall not consult with any other sub adviser of the Fund concerning transactions for the Fund in securities or other assets. (b) The Sub-Adviser agrees that, in placing orders with brokers and dealersbrokers, it will attempt seek to obtain the best net result in terms of price and execution. Consistent with this obligation; provided that, on behalf of the Fund, the Sub-Adviser may, in its discretion, purchase and sell portfolio securities from and to use brokers and dealers who sell shares (including brokers that may be affiliates of the Funds or Sub-Adviser to the extent permitted by Section 3(c) hereof) who provide the Funds, Adviser's other clients, or Sub-Adviser's other clients Adviser with research, analysis, advice and similar services. The services to execute portfolio transactions, and the Sub-Adviser may pay to those brokers and dealers, in return for such brokerage and research and analysis, services a higher commission or spread than may be charged by other brokers and dealersbrokers, subject to the Sub-Adviser Adviser’s determining in good faith that such commission or spread is reasonable in terms either of the particular transaction or of the overall responsibility of the Adviser and the Sub-Adviser to the Funds Fund and their its other clients and that the total commissions or spreads paid by each the Fund will be reasonable in relation to the benefits to the Fund over the long term. In no instance will portfolio securities be purchased from or sold to the Sub-Adviser, or any affiliated person thereof, except in accordance with the applicable federal securities laws and the rules and regulations thereunder and any exemptive orders currently in effectthereunder. Whenever the Sub-Adviser simultaneously places orders to purchase or sell the same security on behalf of a the Fund and one or more other accounts advised by the Sub-Adviser, such the orders will be allocated as to price and amount among all such accounts in a manner believed to be equitable over time to each account. The Adviser recognizes that in some cases this procedure may adversely affect the results obtained for the Fund. (c) The Sub-Adviser will not execute without the prior written approval of the Adviser any portfolio transactions for the Fund Account with a broker which is (i) an affiliated person of the Trust, including the Adviser or any Sub-Adviser for any Fund of the Trust; (ii) a principal underwriter of the Fund's shares; or (iii) an affiliated person of such an affiliated person or principal underwriter. The Adviser agrees that it will provide the Sub-Adviser with a list of such brokers and dealers and will, from time to time, update such list as necessary. (d) The Sub-Adviser will maintain all required books and records required to be maintained pursuant to the 1940 Act and the rules and regulations promulgated thereunder with respect to actions by the securities transactions Sub-Adviser on behalf of the FundsFund, and will furnish the Board and the Adviser with such periodic and special reports as the Board or the Adviser reasonably may request. In compliance with the requirements of Rule 31a-3 under the 1940 Act, the Sub-Adviser hereby agrees that all records which that it maintains for the Adviser Fund are the property of the AdviserTrust, and agrees to preserve for the periods prescribed by applicable law Rule 31a-2 under the 1940 Act any records which that it maintains for the Adviser Trust and which that are required to be maintainedmaintained by Rule 31a-1 under the 1940 Act, and further agrees to surrender promptly to the Adviser Trust a complete set of any records which that it maintains for the Adviser Fund upon request by the Trust. (e) All transactions will be consummated by payment to or delivery by the custodian designated by the Trust (the “Custodian”), or such depositories or agents as may be designated by the Custodian in writing, of all cash and/or securities due to or from the Fund Account, and the Sub-Adviser shall not have possession or custody thereof. The Sub-Adviser shall advise the Custodian and confirm in writing to the Trust and to the Adviser or any other designated agent of the Fund all investment orders for the Fund Account placed by it with brokers and dealers at the time and in the manner set forth in Rule 31a-1 under the 1940 Act. For purposes of the foregoing sentence, communication to the Custodian via DTC is acceptable. The Trust shall issue to the Custodian such instructions as may be appropriate in connection with the settlement of any transaction initiated by the Sub-Adviser. The Trust shall be responsible for all custodial arrangements and the payment of all custodial charges and fees, and, upon giving proper instructions to the Custodian, the Sub-Adviser shall have no responsibility or liability with respect to custodial arrangements or the acts, omissions or other conduct of the Custodian, except that it shall be the responsibility of the Sub-Adviser to communicate it to the Adviser if the Custodian fails to confirm in writing proper execution of the instructions. (f) At such times as shall be reasonably requested by the Board or the Adviser, the Sub-Adviser will provide the Board and the Adviser with economic and investment analyses and reports as well as quarterly reports setting forth the performance of the Fund Account and make available to the Board and Adviser any economic, statistical and investment services that the Sub-Adviser normally makes available to its institutional or other customers. (g) In accordance with procedures adopted by the Board, as amended from time to time, the Sub-Adviser is responsible for assisting in the fair valuation of all portfolio securities and will use its reasonable efforts to arrange for the provision of valuation information or a price(s) from a party(ies) independent of the Sub-Adviser for each portfolio security for which the custodian does not obtain prices in the ordinary course of business from an automated pricing service.

Duties as Sub-Adviser. (a) Subject to the supervision of and any guidelines adopted by the TrustFund's Board of Trustees Directors (the "Board") and the Adviser, the Sub-Adviser will provide a continuous investment program for each Fundthe Portfolios, including investment research and management, with respect to all or a portion of the securities and investments and cash equivalents of the Fund (the "Sub-Advised Assets"), such Sub-Advised Assets to be determined by the Adviser. The Sub-Adviser will determine from time to time what securities and other investments will be purchased, retained or sold by the Portfolios. The Sub- Adviser will be responsible for placing purchase and sell orders for investments and for other related transactions. The Sub-Adviser will provide services under this Agreement in accordance with each Portfolio's investment objectives, policies and restrictions as stated with respect to such Portfolio in the Sub-Advised Assets of each Fund, and the brokers and dealers through whom trades will be executed.'s Registration Statement on Form N-1A. (b) The Sub-Adviser agrees that, in placing orders with brokers and dealersbrokers, it will attempt to obtain the best net result in terms of price and execution. Consistent with this obligation; provided that, on behalf of the Portfolios, the Sub-Adviser may, in its discretion, purchase and sell portfolio securities from and to use brokers and dealers who sell shares of the Funds or provide the Funds, Adviser's other clients, or Sub-Adviser's other clients Adviser with research, analysis, advice and similar services. The services to execute transactions with respect to a Portfolio, and the Sub-Adviser may pay to those brokers and dealers, in return for such brokerage and research and analysis, services a higher commission or spread than may be charged by other brokers brokers, so long as (i) such commission is paid in compliance with all applicable state and dealers, subject to Federal laws and in accordance with this Agreement and (ii) the Sub-Adviser determining has determined in good faith that such commission or spread is reasonable in terms either of the particular transaction or of the overall responsibility of the Adviser and the Sub-Sub- Adviser to the Funds such Portfolio and their its other clients and that the total commissions or spreads paid by each Fund such Portfolio will be reasonable in relation to the benefits to the Fund such Portfolio over the long term. In no instance will portfolio securities of any Portfolio be purchased from or sold to the Sub-Adviser, or any affiliated person thereof, thereof except in accordance with the applicable Federal securities laws and the rules and regulations thereunder thereunder. The Sub-Adviser may aggregate sales and any exemptive purchase orders currently in effectwith respect to the assets of the Portfolios with similar orders being made simultaneously for other accounts advised by the Sub- Adviser or its affiliates. Whenever the Sub-Adviser simultaneously places orders to purchase or sell the same security on behalf of a Fund Portfolio and one or more other accounts advised by the Sub-Adviser, such the orders will be allocated as to price and amount among all such accounts in a manner believed to be equitable over time to each such account. The Adviser recognizes that in some cases this procedure may adversely affect the results obtained for such Portfolio. (c) The Sub-Adviser will maintain all required books and records required to be maintained by the Sub-Adviser pursuant to the 1940 Act and the rules and regulations promulgated thereunder with respect to transactions by the securities transactions Sub-Adviser on behalf of the FundsPortfolios, and will furnish the Board and the Adviser with such periodic and special reports as the Board or the Adviser may reasonably may request. Sub-In compliance with the requirements of Rule 31a-3 under the 1940 Act, the Sub- Adviser hereby agrees that all records which it maintains for the Adviser Portfolios are the property of the AdviserFund, and agrees to preserve for the periods prescribed by applicable law Rule 31a-2 under the 1940 Act any records which it maintains for the Adviser Fund and which are required to be maintainedmaintained by Rule 31a-1 under the 1940 Act, and further agrees to surrender promptly to the Adviser Fund any records which it maintains for the Adviser Portfolios upon request by the Fund. (d) At such times as shall be reasonably requested by the Board or the Adviser, the Sub-Adviser will provide the Board and the Adviser with economic and investment analyses and reports as well as quarterly reports setting forth the performance of the Portfolios and make available to the Board and the Adviser any economic, statistical and investment services normally available to institutional or other customers of the Sub-Adviser. Upon reasonable advance notice, twice each calendar year the Sub-Adviser will make its officers and employees available to meet with the Board and employees of the Fund at the Fund's principal place of business or another mutually agreed upon location to review the securities of the Portfolios. (e) In accordance with procedures adopted by the Board, as amended from time to time, the Sub-Adviser is responsible for assisting in the fair valuation of all securities constituting the Portfolios and will use its reasonable efforts to arrange for the provision of a price from a party or parties independent of the Sub- Adviser for each security constituting part of a Portfolio for which the Fund or the Fund's administrator is unable to obtain prices in the ordinary course of business from an automated pricing service.

Duties as Sub-Adviser. (a) Subject to the supervision of the TrustCompany's Board of Trustees Directors ("Board") and Adviser, the Sub-Adviser will provide a continuous investment program for each the Fund, including investment research and management, with respect to all or a portion of the securities and investments and cash equivalents of the Fund (the "Sub-Advised Assets"), such Sub-Advised Assets to be determined by the AdviserFund. The Sub-Adviser will determine from time to time what securities and other investments will be purchased, retained or sold with respect to by the Sub-Advised Assets of each Fund, and the brokers and dealers through whom trades will be executed. (b) The Sub-Adviser agrees that, in placing orders with brokers and dealers, it will attempt to obtain the best net result in terms of price and execution. Consistent with this obligation, the Sub-Adviser may, in its discretion, purchase and sell portfolio securities from and to brokers and dealers who sell shares of the Funds Fund or provide the FundsFund, Adviser's other clients, or Sub-Adviser's other clients with research, analysis, advice and similar services. The Sub-Adviser may pay to brokers and dealers, in return for such research and analysis, a higher commission or spread than may be charged by other brokers and dealers, subject to the Sub-Adviser determining in good faith that such commission or spread is reasonable in terms either of the particular transaction or of the overall responsibility of the Adviser and the Sub-Adviser to the Funds Fund and their other clients and that the total commissions or spreads paid by each the Fund will be reasonable in relation to the benefits to the Fund over the long term. In no instance will portfolio securities be purchased from or sold to the Sub-Adviser, or any affiliated person thereof, except in accordance with the applicable federal securities laws and the rules and regulations thereunder and any exemptive orders currently in effect. Whenever the Sub-Adviser simultaneously places orders to purchase or sell the same security on behalf of a the Fund and one or more other accounts advised by the Sub-Adviser, such orders will be allocated as to price and amount among all such accounts in a manner believed to be equitable to each account. (c) The Sub-Adviser will maintain all required books and records with respect to the securities transactions of the FundsFund, and will furnish the Board and Adviser with such periodic and special reports as the Board or Adviser reasonably may request. In compliance with the requirements of Rule 31a-3 under the 1940 Act, the Sub-Adviser hereby agrees that all records which it maintains for the Adviser Company are the property of the AdviserCompany, and agrees to preserve for the periods prescribed by applicable law Rule 31a-2 under the 1940 Act any records which it maintains for the Adviser Company and which are required to be maintainedmaintained by Rule 31a-1 under the 1940 Act, and further agrees to surrender promptly to the Adviser Company any records which it maintains for the Adviser Company upon request by the AdviserCompany.