Common use of Duties as Sub-Adviser Clause in Contracts

Duties as Sub-Adviser. Pursuant to this Agreement and subject to the supervision and direction of the Trust’s Board of Trustees (the “Board”) and direction and oversight of the Adviser, the Sub-Adviser shall, with respect to the Series, provide the Series with investment research, advice and furnish a continuous investment program for, and manage the investment and reinvestment of, the Series. In this regard, the Sub-Adviser shall, with respect to the Series, determine in its discretion the securities, cash and other financial instruments to be purchased, retained or sold for the Series within the provisions of this Agreement, all applicable laws, rules and regulations and the Trust’s registration statement, as it relates to the Series, on Form N-1A under the 1940 Act as amended from time to time, or any successor form thereto (the “Registration Statement”), including but not limited to, the parameters of the investment objective, policies, restrictions and guidelines applicable to the Series as provided in the Registration Statement (the “Investment Guidelines”). To the extent permitted by the Investment Guidelines, the Sub-Adviser is authorized, on behalf of each Series, to negotiate and finalize on behalf of the Series the terms of any account opening documents, prime brokerage, futures and other related agreements, any ISDA master agreement, master repurchase agreement, master securities lending agreement, master securities forward transaction 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”). Upon the reasonable request of the Adviser, the Sub-Adviser shall provide a copy of any Trading Agreement to the Adviser prior to implementing it on behalf of a Series for the Adviser’s review and consent. The Sub-Adviser agrees to comply with any requirements with regard to terms and conditions of, or counterparties to, Trading Agreements, as the Adviser may specify from time to time, including requirements regarding the credit ratings or other characteristics of proposed counterparties. The Sub-Adviser is also authorized, on behalf of a Series, to (i) issue to brokers, banks and other entities instructions to purchase, sell, exchange, convert, trade, borrow, pledge and otherwise generally deal in and with any security instrument or other asset for the account of the Series; (ii) hire at the Sub-Adviser’s own expense, consultants, advisers, accountants, attorneys or any other person or firm performing similar functions, to assist the Sub-Adviser in providing services to the Series on any and all matters deemed appropriate by the Sub-Adviser, subject to the Trust/Adviser Procedures (as defined below), provided that the Sub-Adviser may not retain a sub-sub-investment adviser; and (iii) acknowledge the receipt of brokers’ risk disclosure statements, electronic trading disclosure statements and similar disclosures, in accordance with Trust procedures. The Sub-Adviser further agrees as follows:

Duties as Sub-Adviser. Pursuant to this Agreement and subject to the supervision and direction of the Trust’s Board of Trustees (the “Board”) and direction and oversight of the Adviser, the Sub-Adviser shall, with respect to the Series, provide the Series with investment research, advice and furnish a continuous investment program for, and manage the investment and reinvestment of, the Series. In this regard, the Sub-Adviser shall, with respect to the Series, determine in its discretion the securities, cash and other financial instruments to be purchased, retained or sold for the Series within the provisions of this Agreement, all applicable laws, rules and regulations and the Trust’s registration statement, as it relates to the Series, on Form N-1A under the 1940 Act as amended from time to time, or any successor form thereto (the “Registration Statement”), including but not limited to, the parameters of the investment objective, policies, restrictions and guidelines applicable to the Series as provided in the Registration Statement (the “Investment Guidelines”). To the extent permitted by the Investment Guidelines, the Sub-Adviser is authorized, on behalf of each Series, to negotiate and finalize on behalf of the Series the terms of any account opening documents, prime brokerage, futures and other related agreements, any ISDA master agreement, master repurchase agreement, master securities lending agreement, master securities forward transaction 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”). Upon the reasonable request of the Adviser, the Sub-Adviser shall provide a copy of any Trading Agreement to the Adviser prior to implementing it on behalf of a Series for the Adviser’s review and consentreview. The Sub-Adviser agrees to comply with any requirements with regard to terms and conditions of, or counterparties to, Trading Agreements, as the Adviser may specify from time to time, including requirements regarding the credit ratings or other characteristics of proposed counterparties. The Sub-Adviser is also authorized, on behalf of a Series, to (i) issue to brokers, banks and other entities instructions to purchase, sell, exchange, convert, trade, borrow, pledge and otherwise generally deal in and with any security instrument or other asset for the account of the Series; (ii) hire at the Sub-Adviser’s own expense, consultants, advisers, accountants, attorneys or any other person or firm performing similar functions, to assist the Sub-Adviser in providing services to the Series on any and all matters deemed appropriate by the Sub-Adviser, subject to the Trust/Adviser Procedures (as defined below), provided that the Sub-Adviser may not retain a sub-sub-investment adviser; and (iii) acknowledge the receipt of brokers’ risk disclosure statements, electronic trading disclosure statements and similar disclosures, in accordance with Trust procedures. The Sub-Adviser further agrees as follows:

Duties as Sub-Adviser. Pursuant to this Agreement and subject to the supervision and direction of the Trust’s Board of Trustees (the “Board”) and direction and oversight of the Adviser, the Sub-Adviser shall, with respect to the Series, provide the Series with investment research, advice and furnish a continuous investment program for, and manage the investment and reinvestment of, the Series. In this regard, the Sub-Adviser shall, with respect to the Series, determine in its discretion the securities, cash and other financial instruments to be purchased, retained or sold for the Series within the provisions of this Agreement, all applicable laws, rules and regulations and the Trust’s registration statement, as it relates to the Series, on Form N-1A under the 1940 Act as amended from time to time, or any successor form thereto (the “Registration Statement”), including but not limited to, the parameters of the investment objective, policies, restrictions and guidelines applicable to the Series as provided in the Registration Statement (the “Investment Guidelines”). To the extent permitted by the Investment Guidelines, the Sub-Adviser is authorized, on behalf of each Series, to negotiate and finalize on behalf of the Series the terms of any account opening documents, prime brokerage, futures and other related agreements, any ISDA master agreement, master repurchase agreement, master securities lending agreement, master securities forward transaction 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”)) and the Adviser acknowledges the Trust and the Series shall be bound by the terms of any such investment agreement. Upon the reasonable request of the Adviser, the Sub-Adviser shall provide a copy of any Trading Agreement to the Adviser prior to implementing it on behalf of a Series for the Adviser’s review and consent. The Sub-Adviser agrees to comply with any requirements with regard to terms and conditions of, or counterparties to, Trading Agreements, as the Adviser may specify from time to time, including requirements regarding the credit ratings or other characteristics of proposed counterparties. The Sub-Adviser is also authorized, on behalf of a Series, to (i) issue to brokers, banks and other entities instructions to purchase, sell, exchange, convert, trade, borrow, pledge and otherwise generally deal in and with any security instrument or other asset for the account of the Series; (ii) hire at the Sub-Adviser’s own expense, consultants, advisers, accountants, attorneys or any other person or firm performing similar functions, to assist the Sub-Adviser in providing services to the Series on any and all matters deemed appropriate by the Sub-Adviser, subject to the Trust/Adviser Procedures (as defined below), provided that the Sub-Adviser may not retain a sub-sub-investment adviser; and (iii) acknowledge the receipt of brokers’ risk disclosure statements, electronic trading disclosure statements and similar disclosures, in accordance with Trust procedures. The Sub-Adviser further agrees as follows:

Duties as Sub-Adviser. Pursuant to this Agreement and subject to the supervision and direction of the Trust’s Board of Trustees (the “Board”) and direction and oversight of the Adviser, the Sub-Adviser shall, with respect to the Series, provide the Series with investment research, advice and furnish a continuous investment program for, and manage the investment and reinvestment of, the Series. In this regard, the Sub-Adviser shall, with respect to the Series, determine in its discretion the securities, cash and other financial instruments to be purchased, retained or sold for the Series within the provisions of this Agreement, all applicable laws, rules and regulations and the Trust’s registration statement, as it relates to the Series, on Form N-1A under the 1940 Act as amended from time to time, or any successor form thereto (the “Registration Statement”), including but not limited to, the parameters of the investment objective, policies, restrictions and guidelines applicable to the Series as provided in the Registration Statement (the “Investment Guidelines”). To the extent permitted by the Investment Guidelines, the Sub-Adviser is authorized, on behalf of each Series, to negotiate negotiate, finalize, and finalize execute on behalf of the Series the terms of any account opening documents, prime brokerage, futures and other related agreements, any ISDA master agreement, master repurchase agreement, master securities lending agreement, master securities forward transaction 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”). Upon the reasonable request of the Adviser, the Sub-Adviser shall provide a copy of any Trading Agreement to the Adviser prior to implementing it on behalf of a Series for the Adviser’s review and consentreview. The Sub-Adviser agrees to comply with any requirements with regard to terms and conditions of, or counterparties to, Trading Agreements, as may be specified in the Adviser may specify from time to timeInvestment Guidelines, including requirements regarding the credit ratings or other characteristics of proposed counterparties. The Sub-Adviser is also authorized, on behalf of a Series, to (i) issue to brokers, banks and other entities instructions to purchase, sell, exchange, convert, trade, borrow, pledge and otherwise generally deal in and with any security instrument or other asset for the account of the Series; (ii) hire at the Sub-Adviser’s own expense, consultants, advisers, accountants, attorneys or any other person or firm performing similar functions, to assist the Sub-Adviser in providing services to the Series on any and all matters deemed appropriate by the Sub-Adviser, subject to the Trust/Adviser Procedures (as defined below), provided that the Sub-Adviser may not retain a sub-sub-investment adviser; and (iii) acknowledge the receipt of brokers’ risk disclosure statements, electronic trading disclosure statements and similar disclosures, in accordance with Trust procedures. The Sub-Adviser further agrees as follows:

Duties as Sub-Adviser. Pursuant to this Agreement and subject to the supervision and direction of the Trust’s Board of Trustees (the “Board”) and direction and oversight of the Adviser, the Sub-Adviser shall, with respect to the Series, provide the Series with investment research, advice and furnish a continuous investment program for, and manage the investment and reinvestment of, the Series. In this regard, the Sub-Adviser shall, with respect to the Series, determine in its discretion the securities, cash and other financial instruments to be purchased, retained or sold for the Series within the provisions of this Agreement, all applicable laws, rules and regulations and the Trust’s registration statement, as it relates to the Series, on Form N-1A under the 1940 Act as amended from time to time, or any successor form thereto (the “Registration Statement”), including but not limited to, the parameters of the investment objective, policies, restrictions and guidelines applicable to the Series as provided in the Registration Statement (the “Investment Guidelines”). To the extent permitted by the Investment Guidelines, the Sub-Adviser is authorized, on behalf of each Series, to negotiate and finalize on behalf of the Series the terms of any account opening documents, prime brokerage, futures and other related agreements, any ISDA master agreement, master repurchase agreement, master securities lending agreement, master securities forward transaction 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”). Upon the reasonable request of the Adviser, the Sub-Adviser shall provide a copy of any Trading Agreement to the Adviser prior to implementing it on behalf of a Series for the Adviser’s review and consentreview. The Sub-Adviser agrees to comply with any requirements with regard to terms and conditions of, or counterparties to, Trading Agreements, as the Adviser may specify from time to time, including requirements regarding the credit ratings or other characteristics of proposed counterparties. The Sub-Adviser is also authorized, on behalf of a Series, to (i) issue to brokers, banks and other entities instructions to purchase, sell, exchange, convert, trade, borrow, pledge and otherwise generally deal in and with any security instrument or other asset for the account of the Series; (ii) hire at the Sub-Adviser’s own expense, consultants, advisers, accountants, attorneys or any other person or firm performing similar functions, to assist the Sub-Adviser in providing services to the Series on any and all matters deemed appropriate by the Sub-Adviser, subject to the Trust/Adviser Procedures (as defined below), provided that the Sub-Adviser may not retain a sub-sub-investment adviser; and (iii) acknowledge the receipt of brokers’ risk disclosure statements, electronic trading disclosure statements and similar disclosures, in accordance with Trust procedures. The Sub-Adviser further agrees as follows:may not retain a sub-sub-investment adviser; the Sub-Adviser may, however, utilize the personnel of its foreign offices or affiliates to assist it with providing its services under this Agreement, provided that the Sub-Adviser shall remain responsible for the provision of services under this Agreement.

Duties as Sub-Adviser. Pursuant to this Agreement and subject to the supervision and direction of the Trust’s Board of Trustees (the “Board”) and direction and oversight of the Adviser, the Sub-Adviser shall, with respect to the Series, provide the Series with investment research, advice and furnish a continuous investment program for, and manage the investment and reinvestment of, the Series. In this regard, the Sub-Adviser shall, with respect to the Series, determine in its discretion the securities, cash and other financial instruments to be purchased, retained or sold for the Series within the provisions of this Agreement, all applicable laws, rules and regulations and the Trust’s registration statement, as it relates to the Series, on Form N-1A under the 1940 Act as amended from time to time, or any successor form thereto (the “Registration Statement”), including but not limited to, the parameters of the investment objective, policies, restrictions and guidelines applicable to the Series as provided in the Registration Statement (the “Investment Guidelines”). To the extent permitted by the Investment Guidelines, the Sub-Adviser is authorized, on behalf of each Series, to negotiate and finalize on behalf of the Series the terms of any account opening documents, prime brokerage, futures and other related agreements, any ISDA master agreement, master repurchase agreement, master securities lending agreement, master securities forward transaction 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”). Upon the reasonable request of the Adviser, the Sub-Adviser shall provide a copy of any Trading Agreement to the Adviser prior to implementing it on behalf of a Series for the Adviser’s review and consent. The Sub-Adviser agrees to comply with any requirements with regard to terms and conditions of, or counterparties to, Trading Agreements, as may be reasonably agreed upon by the Adviser may specify from time to time, including requirements regarding and the credit ratings or other characteristics of proposed counterpartiesSub-Adviser. The Sub-Adviser is also authorized, on behalf of a Series, to (i) issue to brokers, banks and other entities instructions to purchase, sell, exchange, convert, trade, borrow, pledge and otherwise generally deal in and with any security instrument or other asset for the account of the Series; (ii) hire at the Sub-Adviser’s own expense, consultants, advisers, accountants, attorneys or any other person or firm performing similar functions, to assist the Sub-Adviser in providing services to the Series on any and all matters deemed appropriate by the Sub-Adviser, subject to the Trust/Adviser Procedures (as defined below), provided that the Sub-Adviser may not retain a sub-sub-investment adviser; and (iii) acknowledge the receipt of brokers’ risk disclosure statements, electronic trading disclosure statements and similar disclosures, in accordance with Trust procedures. Subject to any other written instructions of the Adviser, the Sub-Adviser is hereby appointed as the Series’ agent and attorney-in-fact for the limited purposes of executing on behalf of the Series account documentation and instruments, transaction term sheets and confirmations, certifications regarding the Series’ status as an accredited investor, qualified institutional buyer or qualified purchaser and certifications regarding other factual matters as may be requested by brokers, dealers or counterparties in connection with the Sub-Adviser’s management of the Series’ assets. However, nothing in this section shall be construed as imposing a duty on the Sub-Adviser to act in its capacity as agent and attorney-in-fact for the Series. The Sub-Adviser further agrees as follows:

Duties as Sub-Adviser. Pursuant to this Agreement and subject to the supervision and direction of the Trust’s Board of Trustees (the “Board”) and direction and oversight of the Adviser, the Sub-Adviser shall, with respect to the Series, provide the Series with investment research, advice and furnish a continuous investment program for, and manage the investment and reinvestment of, the Series. In this regard, the Sub-Adviser shall, with respect to the Series, determine in its discretion the securities, cash and other financial instruments to be purchased, retained or sold for the Series within the provisions of this Agreement, all applicable laws, rules and regulations applicable to the Sub-Adviser’s services to the Series and the investment objective, policies, restrictions and guidelines applicable to the Series, as provided in the Trust’s registration statement, as it relates to the Series, statement on Form N-1A under the 1940 Act as amended from time to time, or any successor form thereto (the “Registration Statement”), including but not limited to, the parameters of the . The investment objective, policies, restrictions and guidelines applicable to the Series Series, as provided in the Registration Statement (Statement, are referred to in this Agreement as the “Investment Guidelines”). The Adviser agrees to furnish to the Sub-Adviser copies of the Registration Statement, and all amendments of and supplements to the Registration Statement, and the Adviser agrees the Sub-Adviser shall not be responsible for complying with such documents until they have been provided to the Sub-Adviser. To the extent permitted by the Investment Guidelines, the Sub-Adviser is authorized, on behalf of each Series, to negotiate and finalize on behalf of the Series the terms of any account opening documents, prime brokerage, futures and other related agreements, any ISDA master agreement, master repurchase agreement, master securities lending agreement, master securities forward transaction 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”). Upon the reasonable request of the Adviser, the Sub-Adviser shall provide a copy of any Trading Agreement to the Adviser prior to implementing it on behalf of a Series for the Adviser’s review and consent. The Sub-Adviser agrees to comply with any requirements with regard to terms and conditions of, or counterparties to, Trading Agreements, as the Adviser may specify from time to time, including requirements regarding the credit ratings or other characteristics of proposed counterparties. The Sub-Adviser is also authorized, on behalf of a Series, to (i) issue to brokers, banks and other entities instructions to purchase, sell, exchange, convert, trade, borrow, pledge and otherwise generally deal in and with any security instrument or other asset for the account of the Series; (ii) hire at the Sub-Adviser’s own expense, consultants, advisers, accountants, attorneys or any other person or firm performing similar functions, to assist the Sub-Adviser in providing services to the Series on any and all matters deemed appropriate by the Sub-Adviser, subject to the Trust/Adviser Procedures (as defined below), provided that the Sub-Adviser may not retain a sub-sub-investment adviser; and (iii) acknowledge the receipt of brokers’ risk disclosure statements, electronic trading disclosure statements and similar disclosures, in accordance with Trust procedures. The Sub-Adviser further agrees as follows:

Duties as Sub-Adviser. Pursuant to this Agreement and subject to the supervision and direction of the Trust’s Board of Trustees (the “Board”) and direction and oversight of the Adviser, the Sub-Adviser shall, with respect to the Series, provide the Series with investment research, advice and furnish a continuous investment program for, and manage the investment and reinvestment of, the Series. In this regard, the Sub-Adviser shall, with respect to the Series, determine in its discretion the securities, cash and other financial instruments to be purchased, retained or sold for the Series within the provisions of this Agreement, all applicable laws, rules and regulations and the Trust’s registration statement, as it relates to the Series, on Form N-1A under the 1940 Act as amended from time to time, or any successor form thereto (the “Registration Statement”), including but not limited to, the parameters of the investment objective, policies, restrictions and guidelines applicable to the Series as provided in the Registration Statement (the “Investment Guidelines”). To the extent permitted by the Investment Guidelines, the Sub-Adviser is authorized, on behalf of each Series, to negotiate and finalize on behalf of the Series the terms of any account opening documents, prime brokerage, futures and other related agreements, any ISDA master agreement, master repurchase agreement, master securities lending agreement, master securities forward transaction 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”). Upon the reasonable request of the Adviser, the Sub-Adviser shall provide a copy of any Trading Agreement to the Adviser prior to implementing it on behalf of a Series for the Adviser’s review and consent. The Sub-Adviser agrees to comply with any requirements with regard to terms and conditions of, or counterparties to, Trading Agreements, as may be reasonably agreed upon by the Adviser may specify from time to time, including requirements regarding and the credit ratings or other characteristics of proposed counterpartiesSub-Adviser. The Sub-Adviser is also authorized, on behalf of a Series, to (i) issue to brokers, banks and other entities instructions to purchase, sell, exchange, convert, trade, borrow, pledge and otherwise generally deal in and with any security instrument or other asset for the account of the Series; (ii) hire at the Sub-Adviser’s own expense, consultants, advisers, accountants, attorneys or any other person or firm performing similar functions, to assist the Sub-Adviser in providing services to the Series on any and all matters deemed appropriate by the Sub-Adviser, subject to the Trust/Adviser Procedures (as defined below), provided that the Sub-Adviser may not retain a sub-sub-investment adviser; and (iii) acknowledge the receipt of brokers’ risk disclosure statements, electronic trading disclosure statements and similar disclosures, in accordance with Trust procedures. Subject to any other written instructions of the Adviser, the Sub-Adviser is hereby appointed as the Series' agent and attorney-in-fact for the limited purposes of executing on behalf of the Series account documentation and instruments, transaction term sheets and confirmations, certifications regarding the Series' status as an accredited investor, qualified institutional buyer or qualified purchaser and certifications regarding other factual matters as may be requested by brokers, dealers or counterparties in connection with the Sub-Adviser's management of the Series' assets. However, nothing in this section shall be construed as imposing a duty on the Sub-Adviser to act in its capacity as agent and attorney-in-fact for the Series. The Sub-Adviser further agrees as follows:

Duties as Sub-Adviser. Pursuant to this Agreement and subject (a) Subject to the supervision and direction of the Trust’s Board of Trustees (the “Board”) and direction and oversight of 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 shall, will: (i) provide a continuous investment program with respect to the Series, provide Fund Account; (ii) determine from time to time what investments in the Series with investment research, advice and furnish a continuous investment program for, and manage the investment and reinvestment of, the Series. In this regard, the Sub-Adviser shall, with respect to the Series, determine in its discretion the securities, cash and other financial instruments to 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 Series within Fund Account. The Sub-Adviser will provide services under this Agreement in accordance with the provisions Fund’s investment objective, policies and restrictions and the description of this Agreementits investment strategy and style, all applicable laws, rules and regulations and as stated in the Trust’s registration statement, as it relates to the Series, on Form N-1A statement under the 1940 Act as amended from time to timeAct, and any amendments or any successor form supplements thereto (the “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, including but 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 limited 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, the parameters or any requirements related to new policies, procedures or guidelines of the investment objectiveTrust or Adviser, policiesunless 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, restrictions and guidelines tax or regulatory requirement applicable to Sub-Adviser or the Series as provided in the Registration Statement (the “Investment Guidelines”)Fund. To the extent permitted by the Investment GuidelinesIn addition, the Sub-Adviser is authorizedauthorized to negotiate, on behalf of each Seriesexecute and acknowledge (all as the case may be) brokerage contracts, to negotiate futures account agreements, ISDA Master Agreements, derivatives agreements, equity prime brokerage agreements, risk disclosure and finalize other agreements on behalf of the Series 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 account opening documentsfutures or cleared swaps agreements entered into by the Sub-Adviser on behalf of the Fund’s account, prime brokerage, 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 related agreements, any ISDA master agreement, master repurchase agreement, master securities lending agreement, master securities forward transaction agreement, futures 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 cleared swaps accounts maintained by such Broker (the foregoing (collectively, “Trading AgreementsBroker Recourse Right”). Upon Under most such agreements, a Broker is generally granted a lien on, and a right to set off against, any of the reasonable request Fund assets held in other accounts of the Fund maintained by such Broker, if any, in order to satisfy any indebtedness arising out of the trading activity, and the Broker has the right to liquidate the Fund’s account in the event of a default. The Fund will remain liable for any amounts owed to 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 place orders for the execution of transactions in accordance with the Fund’s investment policies and objectives with or through 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 shall provide a copy may direct payments of any Trading Agreement to cash, cash equivalents, and securities and other property into segregated accounts or FCM accounts established hereunder as the Adviser prior to implementing it on behalf of a Series for the Adviser’s review and consent. The Sub-Adviser agrees to comply with any requirements with regard to terms and conditions ofdeems desirable or appropriate, or counterparties to, Trading Agreements, as the Adviser may specify from time to time, including requirements regarding the credit ratings or other characteristics of proposed counterparties. The Sub-Adviser is also authorized, on behalf of a Series, to (i) issue to brokers, banks and other entities instructions to purchase, sell, exchange, convert, trade, borrow, pledge and otherwise generally deal in and with any security instrument or other asset for the account of the Series; (ii) hire at the provided that Sub-Adviser’s own expense, consultants, advisers, accountants, attorneys or any other person or firm performing similar functions, to assist the Sub-Adviser in providing services to the Series on any and all matters deemed appropriate by the Sub-Adviser, subject to the Trust/Adviser Procedures (as defined below), provided that the Sub-Adviser may not retain a sub-sub-investment adviser; and (iii) acknowledge the receipt of brokers’ risk disclosure statements, electronic trading disclosure statements and similar disclosures, actions are in accordance with Trust procedures. The Sub-Adviser further agrees as follows:the terms of this Agreement, the 1940 Act and the rules and regulations thereunder.

Duties as Sub-Adviser. Pursuant to this Agreement and subject to the supervision and direction of the Trust’s Board of Trustees (the “Board”) and direction and oversight of the Adviser, the Sub-Adviser shall, with respect to the Series, provide the Series with investment research, advice and furnish a continuous investment program for, and manage the investment and reinvestment of, the Series. In this regard, the Sub-Adviser shall, with respect to the Series, determine in its discretion the securities, cash and other financial instruments to be purchased, retained or sold for the Series within the provisions of this Agreement, all applicable laws, rules and regulations and the Trust’s registration statement, as it relates to the Series, on Form N-1A under the 1940 Act as amended from time to time, or any successor form thereto (the “Registration Statement”), including but not limited to, the parameters of the investment objective, policies, restrictions and guidelines applicable to the Series as provided in the Registration Statement (the “Investment Guidelines”). To the extent permitted by the Investment Guidelines, the Sub-Adviser is authorized, on behalf of each Series, to negotiate and finalize on behalf of the Series the terms of any account opening documents, prime brokerage, futures and other related agreements, any ISDA master agreement, master repurchase agreement, master securities lending agreement, master securities forward transaction 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”). Upon the reasonable request of the Adviser, the Sub-Adviser shall provide a copy of any Trading Agreement to the Adviser prior to implementing it on behalf of a Series for the Adviser’s review and consent. The Sub-Adviser agrees to comply with any requirements with regard to terms and conditions of, or counterparties to, Trading Agreements, as the Adviser may specify from time to time, including requirements regarding the credit ratings or other characteristics of proposed counterparties. The Sub-Adviser is also authorized, on behalf of a Series, to (i) issue to brokers, banks and other entities instructions to purchase, sell, exchange, convert, trade, borrow, pledge and otherwise generally deal in and with any security instrument or other asset for the account of the Series; (ii) hire at the Sub-Adviser’s own expense, consultants, advisers, accountants, attorneys or any other person or firm performing similar functions, to assist the Sub-Adviser in providing services to the Series on any and all matters deemed appropriate by the Sub-Adviser, subject to the Trust/Adviser Procedures (as defined below), provided that the Sub-Adviser may not retain a sub-sub-investment adviser; and (iii) acknowledge the receipt of brokers’ risk disclosure statements, electronic trading disclosure statements and similar disclosures, in accordance with Trust procedures. The Sub-Adviser further agrees as follows:

Duties as Sub-Adviser. Pursuant to this Agreement and subject to the supervision and direction of the Trust’s Board of Trustees (the “Board”) and direction and oversight of the Adviser, the Sub-Adviser shall, with respect to the Series, provide the Series with investment research, advice and furnish a continuous investment program for, and manage the investment and reinvestment of, the Series. In this regard, the Sub-Adviser shall, with respect to the Series, determine in its discretion the securities, cash and other financial instruments to be purchased, retained or sold for the Series within the provisions of this Agreement, all applicable laws, rules and regulations and the Trust’s registration statement, as it relates to the Series, on Form N-1A under the 1940 Act as amended from time to time, or any successor form thereto (the “Registration Statement”), including but not limited to, the parameters of the investment objective, policies, restrictions and guidelines applicable to the Series as provided in the Registration Statement (the “Investment Guidelines”). To the extent permitted by the Investment Guidelines, the Sub-Adviser is authorized, on behalf of each Series, to negotiate and finalize on behalf of the Series the terms of any account opening documents, prime brokerage, futures and other related agreements, any ISDA master agreement, master repurchase agreement, master securities lending agreement, master securities forward transaction 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”). Upon the reasonable request of the Adviser and Adviser’s execution of a confidentiality agreement, the Sub-Adviser shall provide a copy of any Trading Agreement to the Adviser prior to implementing it on behalf of a Series for the Adviser’s review and consent. The Sub-Adviser agrees to comply with any requirements with regard to terms and conditions of, or counterparties to, Trading Agreements, as the Adviser may specify from time to time, including requirements regarding the credit ratings or other characteristics of proposed counterparties. The Sub-Adviser is also authorized, on behalf of a Series, to (i) issue to brokers, banks and other entities instructions to purchase, sell, exchange, convert, trade, borrow, pledge and otherwise generally deal in and with any security instrument or other asset for the account of the Series; (ii) hire at the Sub-Adviser’s own expense, consultants, advisers, accountants, attorneys or any other person or firm performing similar functions, to assist the Sub-Adviser in providing services to the Series on any and all matters deemed appropriate by the Sub-Adviser, subject to the Trust/Adviser Procedures (as defined below), provided that the Sub-Adviser may not retain a sub-sub-investment adviser; and (iii) acknowledge the receipt of brokers’ risk disclosure statements, electronic trading disclosure statements and similar disclosures, in accordance with Trust procedures. The Sub-Adviser further agrees as follows:

Duties as Sub-Adviser. Pursuant to this Agreement and subject to the supervision and direction of the Trust’s Board of Trustees (the “Board”) and direction and oversight of the Adviser, the Sub-Adviser shall, with respect to the Series, provide the Series with investment research, advice and furnish a continuous investment program for, and manage the investment and reinvestment of, the Series. In this regard, the Sub-Adviser shall, with respect to the Series, determine in its discretion the securities, cash and other financial instruments to be purchased, retained or sold for the Series within the provisions of this Agreement, all applicable laws, rules and regulations Applicable Law (as defined below) and the Trust’s registration statement, as it relates to the Series, on Form N-1A under the 1940 Act as amended from time to time, or any successor form thereto (the “Registration Statement”), including but not limited to, the parameters of the investment objective, policies, restrictions and guidelines applicable to the Series as provided in the Registration Statement (the “Investment Guidelines”). To the extent permitted by the Investment Guidelines, the Sub-Adviser is authorized, on behalf of each Series, to negotiate and finalize on behalf of the Series the terms of any account opening documents, prime brokerage, futures and other related agreements, any ISDA master agreement, master repurchase agreement, master securities lending agreement, master securities forward transaction 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”). Upon the reasonable request of the Adviser, the Sub-Adviser shall provide a copy of any Trading Agreement (or the relevant portion of any Trading Agreement, redacted as necessary to remove information pertaining to other clients of the Sub-Adviser) to the Adviser prior to implementing it on behalf of a Series for the Adviser’s review and consent. The Sub-Adviser agrees to comply with any requirements with regard to terms and conditions of, or counterparties to, Trading Agreements, as the Adviser may specify from time to time, including requirements regarding the credit ratings or other characteristics of proposed counterparties. The Sub-Adviser is also authorized, on behalf of a Series, to (i) issue to brokers, banks and other entities instructions to purchase, sell, exchange, convert, trade, borrow, pledge and otherwise generally deal in and with any security instrument or other asset for the account of the Series; (ii) hire at the Sub-Adviser’s own expense, consultants, advisers, accountants, attorneys or any other person or firm performing similar functions, to assist the Sub-Adviser in providing services to the Series on any and all matters deemed appropriate by the Sub-Adviser, subject to the Trust/Adviser Procedures (as defined below), provided that the Sub-Adviser may not retain a sub-sub-investment adviseradviser other than as provided in this Agreement; and (iii) acknowledge the receipt of brokers’ risk disclosure statements, electronic trading disclosure statements and similar disclosures, in accordance with Trust procedures. For purposes of this Agreement, “Applicable Law” means all applicable laws, rules and regulations and shall include any applicable exemptive relief and any applicable guidance or interpretations of a regulatory body with due jurisdiction or its staff. Notwithstanding anything in this provision or this Agreement to the contrary, the Adviser acknowledges and agrees that the Sub-Adviser may perform any or all the services contemplated by this Agreement directly or through its affiliates as it believes reasonably necessary to assist it in carrying out its obligations under this Agreement. The Sub-Adviser is authorized and has engaged its affiliate, Xxxxxxxx Investment Management North America Limited (the “Sub-Advisory Affiliate”), to perform investment advisory services for the Series. The Sub-Adviser acknowledges and agrees that to the extent it performs any services contemplated by this Agreement through its affiliates, the Sub-Adviser will oversee the services provided by such affiliates and their employees and any such use of an affiliate will not relieve the Sub-Adviser of any of its obligations under this Agreement. It is acknowledged that the Sub-Adviser may not retain the services of any entity that would be an “investment adviser,” as that term is defined in the 1940 Act, to the Series unless any agreement with such entity, including the Sub-Advisory Affiliate, has been approved by the vote of a majority of the Trustees who are not parties to the agreement or interested persons, as defined in the 1940 Act, of the Trust (“Interested Persons”) and, to the extent required by Applicable Law, the vote of a majority of the outstanding voting securities of the Series. The Sub-Adviser further agrees as follows:

Duties as Sub-Adviser. Pursuant to this Agreement and subject to the supervision and direction of the Trust’s Board of Trustees (the “Board”) and direction and oversight of the Adviser, the Sub-Adviser shall, with respect to the Series, provide the Series with investment research, advice and furnish a continuous investment program for, and manage the investment and reinvestment of, the Series. In this regard, the Sub-Adviser shall, with respect to the Series, determine in its discretion the securities, cash and other financial instruments to be purchased, retained or sold for the Series within the provisions of this Agreement, all applicable laws, rules and regulations and the Trust’s registration statement, as it relates to the Series, on Form N-1A under the 1940 Act as amended from time to time, or any successor form thereto (the “Registration Statement”), including but not limited to, the parameters of the investment objective, policies, restrictions and guidelines applicable to the Series as provided in the Registration Statement (the “Investment Guidelines”). To the extent permitted by the Investment Guidelines, the Sub-Adviser is authorized, on behalf of each Series, to negotiate and finalize on behalf of the Series the terms of any account opening documents, prime brokerage, futures and other related agreements, any ISDA master agreement, master repurchase agreement, master securities lending agreement, master securities forward transaction 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”). Upon the reasonable request of the Adviser, the Sub-Adviser shall provide a copy of any Trading Agreement to the Adviser prior to implementing it on behalf of a Series for the Adviser’s review and consent. The Sub-Adviser agrees to comply with any requirements with regard to terms and conditions of, or counterparties to, Trading Agreements, as the Adviser may specify from time to time, including requirements regarding the credit ratings or other characteristics of proposed counterparties. The Sub-Adviser is also authorized, on behalf of a Series, to (i) issue to brokers, banks and other entities instructions to purchase, sell, exchange, convert, trade, borrow, pledge and otherwise generally deal in and with any security instrument or other asset for the account of the Series; (ii) hire at the Sub-Adviser’s own expense, consultants, advisers, accountants, attorneys or any other person or firm performing similar functions, to assist the Sub-Adviser in providing services to the Series on any and all matters deemed appropriate by the Sub-Adviser, subject to the Trust/Adviser Procedures (as defined below), provided that the Sub-Adviser may not retain a sub-sub- sub-investment adviser; and (iii) acknowledge the receipt of brokers’ risk disclosure statements, electronic trading disclosure statements and similar disclosures, in accordance with Trust procedures. The Sub-Adviser further agrees as follows:

Duties as Sub-Adviser. (a) Pursuant to this Agreement and subject to the supervision and direction of the Trust’s 's Board of Trustees (the “"Board”") and direction and oversight of the Adviser, the Sub-Adviser shall, with respect to the SeriesManaged Portion, provide the Series Fund with investment research, advice and furnish a continuous investment program for, for and manage the investment and reinvestment of, of the SeriesManaged Portion. In this regard, the Sub-Adviser shall, with respect to the SeriesManaged Portion, determine in its discretion the securities, cash and other financial instruments to be purchased, retained or sold for the Series Managed Portion within the parameters of the investment objective, policies, restrictions and guidelines applicable to the Managed Portion as provided by the Adviser to the Sub-Adviser, as amended in writing from time to time and mutually agreed upon by the Adviser and the Sub-Adviser (the "Investment Guidelines"), the provisions of this Agreement, all applicable laws, rules and regulations and the Trust’s Fund's registration statement, as it relates to the Series, statement on Form N-1A under the 1940 Act as amended from time to time, or any successor form thereto (the “"Registration Statement”), including but not limited to, the parameters of the investment objective, policies, restrictions and guidelines applicable to the Series as provided in the Registration Statement (the “Investment Guidelines”"). To the extent permitted by the Investment Guidelines, the (b) The Adviser will provide Sub-Adviser a list of counterparties, brokerage firms or other financial institutions (collectively, the "Counterparties") with which the Managed Portion is authorized, on behalf of each Series, permitted to engage in transactions. The Adviser shall negotiate and finalize on behalf of the Series Fund the terms of any account opening documents, prime brokerage, futures and other related agreements, any ISDA master agreement, master repurchase agreement, master securities lending agreement, master securities forward transaction agreement, 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”"). Upon With respect to each Trading Agreement, the reasonable request Adviser will either (i) provide a copy of the Adviser, Trading Agreement to the Sub-Adviser shall provide a copy or (ii) identify certain terms and/or provisions of the Trading Agreement in writing to Sub- Adviser. In connection with its management of the Managed Portion, (a) with respect to any Trading Agreement provided to the Adviser prior to implementing it on behalf of a Series for Sub-Adviser, the Adviser’s review and consent. The Sub-Adviser agrees to comply with any requirements with regard to the terms and conditions of, or counterparties to, of such Trading Agreements, as 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 specify amend or modify a Trading Agreement or such writing from time to timetime by sending written notice thereof to Sub-Adviser, and such amendment or modification shall become effective on the fifth calendar day following delivery thereof. Once the Trading Agreements have been negotiated and executed by Adviser, subject to any other written instructions of Adviser or the Trust, the Sub-Adviser is hereby appointed Adviser's and the Trust's agent and attorney-in-fact for the limited purposes of executing such additional documentation, contracts, instructions and other 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 requirements regarding without limitation, collateral or margin payments), provided that (i) the credit ratings Sub-Adviser's actions in executing such 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 the foregoing relating to the tax status or other characteristics investor status of proposed counterpartiesthe Fund without verifying such status 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 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. The Sub-Adviser shall provide the Fund's custodian and accounting agent information regarding the foregoing promptly following the Sub-Adviser's receipt thereof. (d) The Adviser is also authorizedresponsible for acting upon, or refraining from acting upon, all proxies solicited by or with respect to the issuers of securities in which the assets of the Managed Portion are invested from time to time in accordance with the Trust's policies on behalf proxy voting. The Sub-Adviser will provide, when reasonably requested by the Adviser, information it has on a particular issuer held in the Managed Portion to assist the Adviser in the voting of a Seriesproxy. (e) The Sub-Adviser shall discharge its responsibilities hereunder subject to the supervision of the Adviser, to the Board and the officers of the Trust and in compliance with (i) issue except as set forth in the Investment Guidelines, the 1940 Act and the Investment Advisers Act of 1940, as amended (the "Advisers Act") and the rules and regulations adopted under each from time to brokerstime; (ii) the requirements of Subchapter M of the Internal Revenue Code of 1986, banks as amended (the "Internal Revenue Code") applicable to regulated investment companies (as defined in the Internal Revenue Code); (iii) the Commodity Exchange Act, as amended (the "CEA"), and the rules and regulations adopted thereunder from time to time; (iv) all other entities instructions 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 purchasethe Fund and the Managed Portion and provided to the Sub-Adviser in writing; (vi) the Trust's Declaration of Trust and By-Laws, sellas each may be amended from time to time (the "Governing Documents"); (vii) the objectives, exchangepolicies and limitations for the Fund set forth in the Registration Statement; and (viii) the Investment Guidelines and such other guidelines, convertpolicies and procedures implemented by the Adviser with respect to the Fund or to the Sub-Adviser's activities under this Agreement and provided to the Sub-Adviser in writing ("Adviser Procedures"). The Sub-Adviser shall maintain compliance procedures and operational processes for the Fund to ensure the Fund's compliance with the foregoing and that the Sub-Adviser reasonably believes are adequate to ensure its compliance with applicable law. No supervisory activity undertaken by the Adviser shall limit the Sub-Adviser's full responsibility for any of the foregoing. For the avoidance of doubt, tradethe compliance obligations of the Sub-Adviser under this Agreement shall apply only to the Managed Portion, borrow, pledge and otherwise generally deal in and the Sub-Adviser shall have no responsibility for any compliance obligations that would require the Sub-Adviser to be informed of any other assets of the Fund. (f) The Sub-Adviser agrees that it will not consult with any security instrument 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 asset 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 Series; (iiFund which is permitted by Section 11(a) hire at of the SubExchange Act and Rule 11a2-Adviser’s own expense2(T) thereunder, consultantsand on behalf of the Fund, advisersthe Adviser hereby consents to the retention of compensation for such transactions in accordance with Rule 11a2-2(T)(a)(2)(iv). Notwithstanding the foregoing, accountants, attorneys or any other person or firm performing similar functions, to assist 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 providing services 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 in accordance with such policies and procedures as may be adopted by the Fund from time to the Series on any time and all matters deemed appropriate by disclosed to the Sub-Adviser, subject and will comply with all other provisions of the Governing Documents and the Fund's then-current Registration Statement relative to the Trust/Adviser Procedures (as defined below), provided that the Sub-Adviser may not retain a sub-sub-investment adviser; and (iii) acknowledge the receipt of brokers’ risk disclosure statementsits directors, electronic trading disclosure statements officers and similar disclosures, in accordance with Trust proceduresemployees. The Sub-Adviser further agrees as follows:3.

Duties as Sub-Adviser. Pursuant to this Agreement and subject (a) Subject to the supervision and direction of the Trust’s Trusts Board of Trustees (the “Board”) and direction review by Mxxxxxxx Xxxxxxxx, and oversight of any written guidelines adopted by the AdviserBoard or Mxxxxxxx Xxxxxxxx, the Sub-Adviser shall, with respect to the Series, will provide the Series with investment research, advice and furnish a continuous investment program for, and manage for all or a designated portion of the investment and reinvestment of, assets (Segment) of the Series. In this regard, the Sub-Adviser shall, including investment research and discretionary management with respect to all securities and investments and cash equivalents in the Series, Series or Segment. The Sub- Adviser will determine in its discretion the securities, cash and other financial instruments from time to time what investments will be purchased, retained or sold by the Series or Segment. The Sub-Adviser will be responsible for placing purchase and sell orders for investments and for other related transactions for the Series within or Segment. The Sub-Adviser will be responsible for voting proxies of issuers of securities held by the provisions Series or Segment. The Sub- Adviser understands that the Series assets need to be managed so as to permit it 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 AgreementContract in accordance with the Series investment objective, all applicable lawspolicies and restrictions as stated in the Trusts currently effective registration statement under the 1940 Act, and any amendments or supplements thereto (Registration Statement). (b) The Sub-Adviser agrees that, in placing orders with brokers, it will obtain the best net result in terms of price and execution; provided that, on behalf of the Series, the Sub-Adviser may, in its discretion, use brokers that provide the Sub-Adviser with research, analysis, advice and similar services to execute portfolio transactions on behalf of the Series or Segment, and the Sub-Adviser may pay to those brokers in return for brokerage and research services a higher commission than may be charged by other brokers, subject to the Sub-Advisers determining in good faith that such commission is reasonable in terms either of the particular transaction or of the overall responsibility of the Sub-Adviser to the Series and its other clients and that the total commissions paid by the Series or Segment will be reasonable in relation to the benefits to the Series over the long term. In no instance will portfolio securities be purchased from or sold to Mxxxxxxx Xxxxxxxx or the Sub-Adviser, or any affiliated person thereof, except in accordance with the federal securities laws and the rules and regulations thereunder. The Sub-Adviser may aggregate sales and purchase orders with respect to the assets of the Series 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 the Series and one or more other accounts advised by the Sub-Adviser, 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. Mxxxxxxx Xxxxxxxx recognizes that in some cases this procedure may adversely affect the results obtained for the Series or Segment. (c) The Sub-Adviser will maintain all 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 Sub-Adviser on behalf of the Series or Segment, and will furnish the Board and Mxxxxxxx Xxxxxxxx with such periodic and special reports as the Board or Mxxxxxxx Xxxxxxxx reasonably may request. In compliance with the requirements of Rule 31a-3 under the 1940 Act, the Sub-Adviser hereby agrees that all records that it maintains for the Series are the property of the Trust’s registration statement, as it relates agrees to preserve for the Series, on Form N-1A periods prescribed by Rule 31a-2 under the 1940 Act any records that it maintains for the Trust and that are required to be maintained by Rule 31a-1 under the 1940 Act, and further agrees to surrender promptly to the Trust any records that it maintains for the Series upon request by the Trust. (d) At such times as shall be reasonably requested by the Board or Mxxxxxxx Xxxxxxxx, the Sub-Adviser will provide the Board and Mxxxxxxx Xxxxxxxx with economic and investment analyses and reports as well as quarterly reports setting forth the performance of the Series or Segment and make available to the Board and Mxxxxxxx Xxxxxxxx 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, or any successor form thereto (the “Registration Statement”), including but not limited to, the parameters of the investment objective, policies, restrictions and guidelines applicable to the Series as provided in the Registration Statement (the “Investment Guidelines”). To the extent permitted by the Investment Guidelines, the Sub-Adviser is authorized, on behalf responsible for assisting in the fair valuation of each Series, to negotiate and finalize on behalf of all portfolio securities in the Series or Segment and will use its reasonable efforts to arrange for the terms provision of any account opening documents, prime brokerage, futures and other related agreements, any ISDA master agreement, master repurchase agreement, master securities lending agreement, master securities forward transaction agreement, a price from one 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”). Upon the reasonable request more parties independent of the Adviser, the Sub-Adviser shall provide a copy for each portfolio security for which the custodian does not obtain prices in the ordinary course of any Trading Agreement to the Adviser prior to implementing it on behalf of a Series for the Adviser’s review and consentbusiness from an automated pricing service. The Sub-Adviser agrees to comply with any requirements with regard to terms and conditions of, or counterparties to, Trading Agreements, as the Adviser may specify from time to time, including requirements regarding the credit ratings or other characteristics of proposed counterparties. The Sub-Adviser is also authorized, on behalf of a Series, to (i) issue to brokers, banks and other entities instructions to purchase, sell, exchange, convert, trade, borrow, pledge and otherwise generally deal in and with any security instrument or other asset for the account of the Series; (ii) hire at the Sub-Adviser’s own expense, consultants, advisers, accountants, attorneys or any other person or firm performing similar functions, to assist the Sub-Adviser in providing services to the Series on any and all matters deemed appropriate by the Sub-Adviser, subject to the Trust/Adviser Procedures (as defined below), provided that the Sub-Adviser may not retain a sub-sub-investment adviser; and (iii) acknowledge the receipt of brokers’ risk disclosure statements, electronic trading disclosure statements and similar disclosures, in accordance with Trust procedures. The Sub-Adviser further agrees as follows:3.

Duties as Sub-Adviser. Pursuant to this Agreement and subject (a) Subject to the supervision and direction of the Trust’s 's Board of Trustees (the “"Board”") and direction review by Context Capital, and oversight of any written guidelines adopted by the AdviserBoard or Context Capital, the Sub-Adviser shall, with respect to the Series, will provide the Series with investment research, advice and furnish a continuous investment program forfor the Segment, including investment research and manage discretionary management with respect to all securities and investments and cash equivalents in the investment and reinvestment of, the SeriesSegment. In this regard, the The Sub-Adviser shall, with respect will determine from time to the Series, determine in its discretion the securities, cash and other financial instruments to time what investments will be purchased, retained or sold by the Segment. The Sub-Adviser will be responsible for placing purchase and sell orders for investments and for other related transactions for the Series within Segment. The Sub-Adviser understands that the provisions Fund's assets need to be managed so as to permit the Fund 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 AgreementAgreement in accordance with the Fund's investment objective, all applicable lawspolicies and restrictions as stated in the Trust's currently effective registration statement under the 1940 Act, rules and regulations any amendments or supplements thereto ("Registration Statement"). The Sub-Adviser, on each business day, shall provide Context Capital and the Trust’s registration statement, 's custodian such information as it relates Context Capital and the Trust's custodian may reasonably request relating to all transactions concerning the Series, on Form N-1A under the 1940 Act as amended from time to time, or any successor form thereto (the “Registration Statement”), including but not limited to, the parameters of the investment objective, policies, restrictions Segment. Context Capital hereby designates and guidelines applicable to the Series as provided in the Registration Statement (the “Investment Guidelines”). To the extent permitted by the Investment Guidelines, appoints the Sub-Adviser is authorizedas its and the Fund's limited purpose agent and attorney-in-fact, on behalf without further prior approval of each SeriesContext Capital (except as expressly provided for herein or as may be required by law) to make and execute, to negotiate in the name and finalize on behalf of the Series the terms of any account opening documentsFund, prime brokerageall agreements, futures instruments and other related agreementsdocuments and to take all such other action which the Sub-Adviser considers necessary or advisable to carry out its duties hereunder. By way of example and not by way of limitation, in connection with any ISDA master agreementpurchase for the Segment of securities or instruments that are not registered under the U.S. Securities Act of 1933, master repurchase agreement, master securities lending agreement, master securities forward transaction 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 as amended (the foregoing (collectively, “Trading Agreements”"Securities Act"). Upon the reasonable request of the Adviser, the Sub-Adviser shall provide have the full power and authority, among other things, to: (i) commit to purchase such securities for the Segment on the terms and conditions under which such securities are offered; (ii) execute such account opening and other agreements, instruments and documents (including, without limitation, purchase agreements, subscription documents, ISDA and other swap and derivative documents), and make such commitments, as may be required in connection with the purchase and sale of such securities or instruments; (iii) represent that the Fund is an "accredited investor" as defined in Rule 501 (a) of Regulation D under the Securities Act; and (iv) commit that such securities will not be offered or sold by the Fund except in compliance with the registration requirements of the Securities Act or an exemption therefrom. This power-of-attorney is a copy of continuing power-of-attorney and shall remain in full force and effect until revoked by Context Capital or the Trust in writing, but any Trading Agreement to the Adviser such revocation shall not affect any transaction initiated prior to implementing it on behalf receipt by the Sub-Adviser of a Series such notice. When investing in non-US securities, the Sub-Advisor is responsible for identifying and complying with all applicable laws and regulations of the Adviser’s review and consentjurisdiction in which the security is traded. The Sub-Adviser agrees Advisor shall use the degree of care, diligence and skill that a reasonably prudent investment manager would exercise under the circumstances not to comply with any requirements with regard establish or add to terms and conditions of, or counterparties to, Trading Agreements, as the Adviser may specify from time to time, including requirements regarding the credit ratings or other characteristics of proposed counterparties. The Sub-Adviser is also authorized, on behalf of a Series, to (i) issue to brokers, banks and other entities instructions to purchase, sell, exchange, convert, trade, borrow, pledge and otherwise generally deal existing positions in and with any security instrument or other asset for the account of the Series; (ii) hire at the Sub-Adviser’s own expense, consultants, advisers, accountants, attorneys or any other person or firm performing similar functions, to assist the Sub-Adviser in providing services to the Series on any and all matters deemed appropriate by the Sub-Adviser, securities that are subject to the Trust/Adviser Procedures any applicable foreign ownership limits or levels (as defined below), provided "FOL'') at a time when it is reasonably foreseeable that the Sub-Adviser may not retain a sub-sub-investment adviser; and (iii) acknowledge the receipt of brokers’ risk disclosure statements, electronic trading disclosure statements and similar disclosures, in accordance with Trust procedures. The Sub-Adviser further agrees as follows:such purchases will have to be sold due to FOL limits or levels.

Duties as Sub-Adviser. Pursuant to this Agreement and subject (a) Subject to the supervision and direction of the Trust’s Trusts Board of Trustees (the “Board”) and direction review by Mxxxxxxx Xxxxxxxx, and oversight of any written guidelines adopted by the AdviserBoard or Mxxxxxxx Xxxxxxxx, the Sub-Adviser shall, with respect to the Series, will provide the Series with investment research, advice and furnish a continuous investment program for, and manage for all or a designated portion of the investment and reinvestment of, assets (Segment) of the Series. In this regard, the Sub-Adviser shall, including investment research and discretionary management with respect to all securities and investments and cash equivalents in the Series, Series or Segment. The Sub Adviser will determine in its discretion the securities, cash and other financial instruments from time to time what investments will be purchased, retained or sold by the Series or Segment. The Sub-Adviser will be responsible for placing purchase and sell orders for investments and for other related transactions for the Series within or Segment. The Sub-Adviser will be responsible for voting proxies of issuers of securities held by the provisions Series or Segment. The Sub Adviser understands that the Series assets need to be managed so as to permit it 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 AgreementContract in accordance with the Series investment objective, all applicable lawspolicies and restrictions as stated in the Trusts currently effective registration statement under the 1940 Act, and any amendments or supplements thereto (Registration Statement). (b) The Sub-Adviser agrees that, in placing orders with brokers, it will obtain the best net result in terms of price and execution; provided that, on behalf of the Series, the Sub-Adviser may, in its discretion, use brokers that provide the Sub-Adviser with research, analysis, advice and similar services to execute portfolio transactions on behalf of the Series or Segment, and the Sub-Adviser may pay to those brokers in return for brokerage and research services a higher commission than may be charged by other brokers, subject to the Sub-Advisers determining in good faith that such commission is reasonable in terms either of the particular transaction or of the overall responsibility of the Sub-Adviser to the Series and its other clients and that the total commissions paid by the Series or Segment will be reasonable in relation to the benefits to the Series over the long term. In no instance will portfolio securities be purchased from or sold to Mxxxxxxx Xxxxxxxx or the Sub-Adviser, or any affiliated person thereof, except in accordance with the federal securities laws and the rules and regulations thereunder. The Sub-Adviser may aggregate sales and purchase orders with respect to the assets of the Series 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 the Series and one or more other accounts advised by the Sub-Adviser, 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. Mxxxxxxx Xxxxxxxx recognizes that in some cases this procedure may adversely affect the results obtained for the Series or Segment. (c) The Sub-Adviser will maintain all 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 Sub-Adviser on behalf of the Series or Segment, and will furnish the Board and Mxxxxxxx Xxxxxxxx with such periodic and special reports as the Board or Mxxxxxxx Xxxxxxxx reasonably may request. In compliance with the requirements of Rule 31a-3 under the 1940 Act, the Sub-Adviser hereby agrees that all records that it maintains for the Series are the property of the Trust’s registration statement, as it relates agrees to preserve for the Series, on Form N-1A periods prescribed by Rule 31a-2 under the 1940 Act any records that it maintains for the Trust and that are required to be maintained by Rule 31a-1 under the 1940 Act, and further agrees to surrender promptly to the Trust any records that it maintains for the Series upon request by the Trust. (d) At such times as shall be reasonably requested by the Board or Mxxxxxxx Xxxxxxxx, the Sub-Adviser will provide the Board and Mxxxxxxx Xxxxxxxx with economic and investment analyses and reports as well as quarterly reports setting forth the performance of the Series or Segment and make available to the Board and Mxxxxxxx Xxxxxxxx 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, or any successor form thereto (the “Registration Statement”), including but not limited to, the parameters of the investment objective, policies, restrictions and guidelines applicable to the Series as provided in the Registration Statement (the “Investment Guidelines”). To the extent permitted by the Investment Guidelines, the Sub-Adviser is authorized, on behalf responsible for assisting in the fair valuation of each Series, to negotiate and finalize on behalf of all portfolio securities in the Series or Segment and will use its reasonable efforts to arrange for the terms provision of any account opening documents, prime brokerage, futures and other related agreements, any ISDA master agreement, master repurchase agreement, master securities lending agreement, master securities forward transaction agreement, a price from one 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”). Upon the reasonable request more parties independent of the Adviser, the Sub-Adviser shall provide a copy for each portfolio security for which the custodian does not obtain prices in the ordinary course of any Trading Agreement to the Adviser prior to implementing it on behalf of a Series for the Adviser’s review and consentbusiness from an automated pricing service. The Sub-Adviser agrees to comply with any requirements with regard to terms and conditions of, or counterparties to, Trading Agreements, as the Adviser may specify from time to time, including requirements regarding the credit ratings or other characteristics of proposed counterparties. The Sub-Adviser is also authorized, on behalf of a Series, to (i) issue to brokers, banks and other entities instructions to purchase, sell, exchange, convert, trade, borrow, pledge and otherwise generally deal in and with any security instrument or other asset for the account of the Series; (ii) hire at the Sub-Adviser’s own expense, consultants, advisers, accountants, attorneys or any other person or firm performing similar functions, to assist the Sub-Adviser in providing services to the Series on any and all matters deemed appropriate by the Sub-Adviser, subject to the Trust/Adviser Procedures (as defined below), provided that the Sub-Adviser may not retain a sub-sub-investment adviser; and (iii) acknowledge the receipt of brokers’ risk disclosure statements, electronic trading disclosure statements and similar disclosures, in accordance with Trust procedures. The Sub-Adviser further agrees as follows:3.

Duties as Sub-Adviser. Pursuant to this Agreement and subject (a) Subject to the supervision and direction of the Trust’s Board of Trustees (the “Board”) and direction and oversight of the Adviser, including all written guidelines, policies and procedures adopted by the Trust or the Adviser that are provided to the Sub-Adviser, the Sub-Adviser shall, will: (i) provide a continuous investment program with respect to the Series, provide Fund Account; (ii) determine from time to time what investments in the Series with investment research, advice and furnish a continuous investment program for, and manage the investment and reinvestment of, the Series. In this regard, the Sub-Adviser shall, with respect to the Series, determine in its discretion the securities, cash and other financial instruments to 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 Series within Fund Account. The Sub-Adviser will provide services under this Agreement in accordance with the provisions Fund’s investment objective, policies and restrictions and the description of this Agreementits investment strategy and style, all applicable laws, rules and regulations and as stated in the Trust’s registration statement, as it relates to the Series, on Form N-1A statement under the 1940 Act as amended from time to timeAct, and any amendments or any successor form supplements thereto (the “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, including but 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 limited 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, the parameters or any requirements related to new policies, procedures or guidelines of the investment objectiveTrust or Adviser, policiesunless 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, restrictions and guidelines tax or regulatory requirement applicable to Sub-Adviser or the Series as provided in the Registration Statement (the “Investment Guidelines”)Fund. To the extent permitted by the Investment GuidelinesIn addition, the Sub-Adviser is authorizedauthorized to negotiate, on behalf of each Seriesexecute and acknowledge (all as the case may be) brokerage contracts, to negotiate futures account agreements, ISDA Master Agreements, derivatives agreements, equity prime brokerage agreements, risk disclosure and finalize other agreements on behalf of the Series 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 account opening documentsfutures or cleared swaps agreements entered into by the Sub-Adviser on behalf of the Fund’s account, prime brokerage, 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 related agreements, any ISDA master agreement, master repurchase agreement, master securities lending agreement, master securities forward transaction agreement, futures 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 cleared swaps accounts maintained by such Broker (the foregoing (collectively, “Trading AgreementsBroker Recourse Right”). Upon Under most such agreements, a Broker is generally granted a lien on, and a right to set off against, any of the reasonable request Fund assets held in other accounts of the Fund maintained by such Broker, if any, in order to satisfy any indebtedness arising out of the trading activity, and the Broker has the right to liquidate the Fund’s account in the event of a default. The Fund will remain liable for any amounts owed to 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 place orders for the execution of transactions in accordance with the Fund’s investment policies and objectives with or through 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 shall provide a copy may direct payments of any Trading Agreement to cash, cash equivalents, and securities and other property into segregated accounts or FCM accounts established hereunder as the Adviser prior to implementing it on behalf of a Series for the Adviser’s review and consent. The Sub-Adviser agrees to comply with any requirements with regard to terms and conditions ofdeems desirable or appropriate, or counterparties to, Trading Agreements, as the Adviser may specify from time to time, including requirements regarding the credit ratings or other characteristics of proposed counterparties. The Sub-Adviser is also authorized, on behalf of a Series, to (i) issue to brokers, banks and other entities instructions to purchase, sell, exchange, convert, trade, borrow, pledge and otherwise generally deal in and with any security instrument or other asset for the account of the Series; (ii) hire at the provided that Sub-Adviser’s own expense, consultants, advisers, accountants, attorneys or any other person or firm performing similar functions, to assist the Sub-Adviser in providing services to the Series on any and all matters deemed appropriate by the Sub-Adviser, subject to the Trust/Adviser Procedures (as defined below), provided that the Sub-Adviser may not retain a sub-sub-investment adviser; and (iii) acknowledge the receipt of brokers’ risk disclosure statements, electronic trading disclosure statements and similar disclosures, actions are in accordance with Trust procedures. The Sub-Adviser further agrees as follows:the terms of this Agreement, the 1940 Act and the rules and regulations thereunder.

Duties as Sub-Adviser. Pursuant to this Agreement and subject (a) Subject to the supervision and direction of the Trust’s Trusts Board of Trustees (the “"Board”") and direction review by Mxxxxxxx Xxxxxxxx, and oversight of any written guidelines adopted by the AdviserBoard or Mxxxxxxx Xxxxxxxx, the Sub-Adviser shall, with respect to the Series, will provide the Series with investment research, advice and furnish a continuous investment program for, and manage for all or a designated portion of the investment and reinvestment of, assets ("Segment") of the Series, including investment research and discretionary management with respect to all securities and investments and cash equivalents in the Series or Segment. In this regard, the The Sub-Adviser shall, with respect will determine from time to the Series, determine in its discretion the securities, cash and other financial instruments to time what investments will be purchased, retained or sold by the Series or Segment. The Sub- Adviser will be responsible for placing purchase and sell orders for investments and for other related transactions for the Series within or Segment. The Sub-Adviser will be responsible for voting proxies of issuers of securities held by the provisions Series or Segment. The Sub-Adviser understands that the Series assets need to be managed so as to permit it 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 AgreementContract in accordance with the Series investment objective, all applicable lawspolicies and restrictions as stated in the Trusts currently effective registration statement under the 1940 Act, and any amendments or supplements thereto ("Registration Statement"). (b) The Sub-Adviser agrees that, in placing orders with brokers, it will attempt to obtain the best net result in terms of price and execution; provided that, on behalf of the Series, the Sub- Adviser may, in its discretion, use brokers that provide the Sub-Adviser with research, analysis, advice and similar services to execute portfolio transactions on behalf of the Series or Segment, and the Sub-Adviser may pay to those brokers in return for brokerage and research services a higher commission than may be charged by other brokers, subject to the Sub- Advisers determining in good faith that such commission is reasonable in terms either of the particular transaction or of the overall responsibility of the Sub-Adviser to the Series and its other clients and that the total commissions paid by the Series or Segment will be reasonable in relation to the benefits to the Series over the long term. In no instance will portfolio securities be purchased from or sold to Mxxxxxxx Xxxxxxxx or the Sub-Adviser, or any affiliated person thereof, except in accordance with the federal securities laws and the rules and regulations thereunder. The Sub-Adviser may aggregate sales and purchase orders with respect to the assets of the Series 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 the Series and one or more other accounts advised by the Sub-Adviser, 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. Mxxxxxxx Xxxxxxxx recognizes that in some cases this procedure may adversely affect the results obtained for the Series or Segment. (c) The Sub-Adviser will maintain all 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 Sub-Adviser on behalf of the Series or Segment, and will furnish the Board and Mxxxxxxx Xxxxxxxx with such periodic and special reports as the Board or Mxxxxxxx Xxxxxxxx reasonably may request. In compliance with the requirements of Rule 31a-3 under the 1940 Act, the Sub-Adviser hereby agrees that all records that it maintains for the Series are the property of the Trust’s registration statement, as it relates agrees to preserve for the Series, on Form N-1A periods prescribed by Rule 31a-2 under the 1940 Act any records that it maintains for the Trust and that are required to be maintained by Rule 31a-1 under the 1940 Act, and further agrees to surrender promptly to the Trust any records that it maintains for the Series upon request by the Trust. (d) At such times as shall be reasonably requested by the Board or Mxxxxxxx Xxxxxxxx, the Sub-Adviser will provide the Board and Mxxxxxxx Xxxxxxxx with economic and investment analyses and reports as well as quarterly reports setting forth the performance of the Series or Segment and make available to the Board and Mxxxxxxx Xxxxxxxx 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, or any successor form thereto (the “Registration Statement”), including but not limited to, Sub- Adviser is responsible for assisting in the parameters fair valuation of the investment objective, policies, restrictions and guidelines applicable to all portfolio securities in the Series as provided in or Segment and will use its reasonable efforts to arrange for the Registration Statement (the “Investment Guidelines”). To the extent permitted by the Investment Guidelines, provision of a price from one or more parties independent of the Sub-Adviser is authorized, on behalf for each portfolio security for which the custodian does not obtain prices in the ordinary course of each Series, to negotiate and finalize on behalf of the Series the terms of any account opening documents, prime brokerage, futures and other related agreements, any ISDA master agreement, master repurchase agreement, master securities lending agreement, master securities forward transaction 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”)business from an automated pricing service. Upon the reasonable request of the Adviser, the Sub-Adviser shall provide a copy of any Trading Agreement to the Adviser prior to implementing it on behalf of a Series for the Adviser’s review and consent. The Sub-Adviser agrees to comply with any requirements with regard to terms and conditions of, or counterparties to, Trading Agreements, as the Adviser may specify from time to time, including requirements regarding the credit ratings or other characteristics of proposed counterparties. The Sub-Adviser is also authorized, on behalf of a Series, to (i) issue to brokers, banks and other entities instructions to purchase, sell, exchange, convert, trade, borrow, pledge and otherwise generally deal in and with any security instrument or other asset for the account of the Series; (ii) hire at the Sub-Adviser’s own expense, consultants, advisers, accountants, attorneys or any other person or firm performing similar functions, to assist the Sub-Adviser in providing services to the Series on any and all matters deemed appropriate by the Sub-Adviser, subject to the Trust/Adviser Procedures (as defined below), provided that the Sub-Adviser may not retain a sub-sub-investment adviser; and (iii) acknowledge the receipt of brokers’ risk disclosure statements, electronic trading disclosure statements and similar disclosures, in accordance with Trust procedures. The Sub-Adviser further agrees as follows:3.

Duties as Sub-Adviser. Pursuant to this Agreement and subject to the supervision and direction of the Trust’s Board of Trustees (the “Board”) and direction and oversight of the Adviser, the Sub-Adviser shall, with respect to the Series, provide the Series with investment research, advice and furnish a continuous investment program for, and manage the investment and reinvestment of, the Series. In this regard, the Sub-Adviser shall, with respect to the Series, determine in its discretion the securities, cash and other financial instruments to be purchased, retained or sold for the Series within the provisions of this Agreement, all applicable laws, rules and regulations and the Trust’s registration statement, as it relates to the Series, on Form N-1A under the 1940 Act as amended from time to time, or any successor form thereto (the “Registration Statement”), including but not limited to, the parameters of the investment objective, policies, restrictions and guidelines applicable to the Series as provided in the Registration Statement (the “Investment Guidelines”). To the extent permitted by the Investment Guidelines, the Sub-Adviser is authorized, on behalf of each Series, to negotiate and finalize on behalf of the Series the terms of any account opening documents, prime brokerage, futures and other related agreements, any ISDA master agreement, master repurchase agreement, master securities lending agreement, master securities forward transaction 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”). Upon the reasonable request of the Adviser, the Sub-Adviser shall provide a copy of any Trading Agreement to the Adviser prior to implementing it on behalf of a Series for the Adviser’s review and consent. The Sub-Adviser agrees to comply with any requirements with regard to terms and conditions of, or counterparties to, Trading Agreements, as the Adviser may specify from time to time, including requirements regarding the credit ratings or other characteristics of proposed counterparties. The Sub-Adviser is also authorized, on behalf of a Series, to (i) issue to brokers, banks and other entities instructions to purchase, sell, exchange, convert, trade, borrow, pledge and otherwise generally deal in and with any security instrument or other asset for the account of the Series; and (ii) hire at the Sub-Adviser’s own expense, consultants, advisers, accountants, attorneys or any other person or firm performing similar functions, to assist the Sub-Adviser in providing services to the Series on any and all matters deemed appropriate by the Sub-Adviser, subject to the Trust/Adviser Procedures (as defined below), provided that the Sub-Adviser may not retain a sub-sub-investment adviser; and (iii) acknowledge the receipt of brokers’ risk disclosure statements, electronic trading disclosure statements and similar disclosures, in accordance with Trust procedures. The Sub-Adviser further agrees as follows:

Duties as Sub-Adviser. Pursuant to this Agreement and subject (a) Subject to the supervision and direction of the Trust’s Trusts Board of Trustees (the “"Board”") and direction review by Mxxxxxxx Xxxxxxxx, and oversight of any written guidelines adopted by the AdviserBoard or Mxxxxxxx Xxxxxxxx, the Sub-Sub- Adviser shall, with respect to the Series, will provide the Series with investment research, advice and furnish a continuous investment program for, and manage for all or a designated portion of the investment and reinvestment of, assets ("Segment") of the Series, including investment research and discretionary management with respect to all securities and investments and cash equivalents in the Series or Segment. In this regard, the The Sub-Adviser shall, with respect will determine from time to the Series, determine in its discretion the securities, cash and other financial instruments to time what investments will be purchased, retained or sold by the Series or Segment. The Sub-Adviser will be responsible for placing purchase and sell orders for investments and for other related transactions for the Series within or Segment. The Sub-Adviser will be responsible for voting proxies of issuers of securities held by the provisions Series or Segment. The Sub-Adviser understands that the Series assets need to be managed so as to permit it 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 AgreementContract in accordance with the Seriesinvestment objective, all applicable lawspolicies and restrictions as stated in the Trusts currently effective registration statement under the 1940 Act, and any amendments or supplements thereto ("Registration Statement"). (b) The Sub-Adviser agrees that, in placing orders with brokers, it will obtain the best net result in terms of price and execution; provided that, on behalf of the Series, the Sub-Adviser may, in its discretion, use brokers that provide the Sub- Adviser with research, analysis, advice and similar services to execute portfolio transactions on behalf of the Series or Segment, and the Sub- Adviser may pay to those brokers in return for brokerage and research services a higher commission than may be charged by other brokers, subject to the Sub-Advisers determining in good faith that such commission is reasonable in terms either of the particular transaction or of the overall responsibility of the Sub-Adviser to the Series and its other clients and that the total commissions paid by the Series or Segment will be reasonable in relation to the benefits to the Series over the long term. In no instance will portfolio securities be purchased from or sold to Mxxxxxxx Xxxxxxxx or the Sub-Adviser, or any affiliated person thereof, except in accordance with the federal securities laws and the rules and regulations thereunder. The Sub-Adviser may aggregate sales and purchase orders with respect to the assets of the Series 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 the Series and one or more other accounts advised by the Sub-Adviser, 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. Mxxxxxxx Xxxxxxxx recognizes that in some cases this procedure may adversely affect the results obtained for the Series or Segment. (c) The Sub-Adviser will maintain all 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 Sub-Adviser on behalf of the Series or Segment, and will furnish the Board and Mxxxxxxx Xxxxxxxx with such periodic and special reports as the Board or Mxxxxxxx Xxxxxxxx reasonably may request. In compliance with the requirements of Rule 31a-3 under the 1940 Act, the Sub-Adviser hereby agrees that all records that it maintains for the Series are the property of the Trust’s registration statement, as it relates agrees to preserve for the Series, on Form N-1A periods prescribed by Rule 31a-2 under the 1940 Act any records that it maintains for the Trust and that are required to be maintained by Rule 31a-1 under the 1940 Act, and further agrees to surrender promptly to the Trust any records that it maintains for the Series upon request by the Trust. (d) At such times as shall be reasonably requested by the Board or Mxxxxxxx Xxxxxxxx, the Sub-Adviser will provide the Board and Mxxxxxxx Xxxxxxxx with economic and investment analyses and reports as well as quarterly reports setting forth the performance of the Series or Segment and make available to the Board and Mxxxxxxx Xxxxxxxx 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, or any successor form thereto (the “Registration Statement”), including but not limited to, Sub- Adviser is responsible for assisting in the parameters fair valuation of the investment objective, policies, restrictions and guidelines applicable to all portfolio securities in the Series as provided in or Segment and will use its reasonable efforts to arrange for the Registration Statement (the “Investment Guidelines”). To the extent permitted by the Investment Guidelines, provision of a price from one or more parties independent of the Sub-Adviser is authorized, on behalf for each portfolio security for which the custodian does not obtain prices in the ordinary course of each Series, to negotiate and finalize on behalf of the Series the terms of any account opening documents, prime brokerage, futures and other related agreements, any ISDA master agreement, master repurchase agreement, master securities lending agreement, master securities forward transaction 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”)business from an automated pricing service. Upon the reasonable request of the Adviser, the Sub-Adviser shall provide a copy of any Trading Agreement to the Adviser prior to implementing it on behalf of a Series for the Adviser’s review and consent. The Sub-Adviser agrees to comply with any requirements with regard to terms and conditions of, or counterparties to, Trading Agreements, as the Adviser may specify from time to time, including requirements regarding the credit ratings or other characteristics of proposed counterparties. The Sub-Adviser is also authorized, on behalf of a Series, to (i) issue to brokers, banks and other entities instructions to purchase, sell, exchange, convert, trade, borrow, pledge and otherwise generally deal in and with any security instrument or other asset for the account of the Series; (ii) hire at the Sub-Adviser’s own expense, consultants, advisers, accountants, attorneys or any other person or firm performing similar functions, to assist the Sub-Adviser in providing services to the Series on any and all matters deemed appropriate by the Sub-Adviser, subject to the Trust/Adviser Procedures (as defined below), provided that the Sub-Adviser may not retain a sub-sub-investment adviser; and (iii) acknowledge the receipt of brokers’ risk disclosure statements, electronic trading disclosure statements and similar disclosures, in accordance with Trust procedures. The Sub-Adviser further agrees as follows:3.

Duties as Sub-Adviser. Pursuant to this Agreement and subject (a) Subject to the supervision and direction of the Trust’s 's Board of Trustees (the “"Board”") and direction review by Xxxxxxxx Xxxxxxxx, and oversight of any written guidelines adopted by the AdviserBoard or Xxxxxxxx Xxxxxxxx, the Sub-Adviser shall, with respect to the Series, will provide the Series with investment research, advice and furnish a continuous investment program for, and manage for all or a designated portion of the investment and reinvestment of, assets ("Segment") of the Series. In this regard, the Sub-Adviser shall, including investment research and discretionary management with respect to all securities and investments and cash equivalents in the Series, Series or Segment. The Sub- Adviser will determine in its discretion the securities, cash and other financial instruments from time to time what investments will be purchased, retained or sold by the Series or Segment. The Sub-Adviser will be responsible for placing purchase and sell orders for investments and for other related transactions for the Series within or Segment. The Sub- Adviser will be responsible for voting proxies of issuers of securities held by the provisions Series or Segment. The Sub- Adviser understands that the Series' assets need to be managed so as to permit it 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 AgreementContract in accordance with the Series' investment objective, all applicable lawspolicies and restrictions as stated in the Trust's currently effective registration statement under the 1940 Act, and any amendments or supplements thereto ("Registration Statement"). (b) The Sub-Adviser agrees that, in placing orders with brokers, it will obtain the best net result in terms of price and execution; provided that, on behalf of the Series, the Sub-Adviser may, in its discretion, use brokers that provide the Sub-Adviser with research, analysis, advice and similar services to execute portfolio transactions on behalf of the Series or Segment, and the Sub-Adviser may pay to those brokers in return for brokerage and research services a higher commission than may be charged by other brokers, subject to the Sub- Adviser's determining in good faith that such commission is reasonable in terms either of the particular transaction or of the overall responsibility of the Sub-Adviser to the Series and its other clients and that the total commissions paid by the Series or Segment will be reasonable in relation to the benefits to the Series over the long term. In no instance will portfolio securities be purchased from or sold to Xxxxxxxx Xxxxxxxx or the Sub-Adviser, or any affiliated person thereof, except in accordance with the federal securities laws and the rules and regulations thereunder. The Sub-Adviser may aggregate sales and purchase orders with respect to the assets of the Series 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 the Series and one or more other accounts advised by the Sub-Adviser, 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. Xxxxxxxx Xxxxxxxx recognizes that in some cases this procedure may adversely affect the results obtained for the Series or Segment. (c) The Sub-Adviser will maintain all 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 Sub- Adviser on behalf of the Series or Segment, and will furnish the Board and Xxxxxxxx Xxxxxxxx with such periodic and special reports as the Board or Xxxxxxxx Xxxxxxxx reasonably may request. In compliance with the requirements of Rule 31a-3 under the 1940 Act, the Sub- Adviser hereby agrees that all records that it maintains for the Series are the property of the Trust’s registration statement, as it relates agrees to preserve for the Series, on Form N-1A periods prescribed by Rule 31a-2 under the 1940 Act any records that it maintains for the Trust and that are required to be maintained by Rule 31a-1 under the 1940 Act, and further agrees to surrender promptly to the Trust any records that it maintains for the Series upon request by the Trust. (d) At such times as shall be reasonably requested by the Board or Xxxxxxxx Xxxxxxxx, the Sub- Adviser will provide the Board and Xxxxxxxx Xxxxxxxx with economic and investment analyses and reports as well as quarterly reports setting forth the performance of the Series or Segment and make available to the Board and Xxxxxxxx Xxxxxxxx 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, or any successor form thereto (the “Registration Statement”), including but not limited to, the parameters of the investment objective, policies, restrictions and guidelines applicable to the Series as provided in the Registration Statement (the “Investment Guidelines”). To the extent permitted by the Investment Guidelines, the Sub-Adviser is authorized, on behalf responsible for assisting in the fair valuation of each Series, to negotiate and finalize on behalf of all portfolio securities in the Series or Segment and will use its reasonable efforts to arrange for the terms provision of any account opening documents, prime brokerage, futures and other related agreements, any ISDA master agreement, master repurchase agreement, master securities lending agreement, master securities forward transaction agreement, a price from one 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”). Upon the reasonable request more parties independent of the Adviser, the Sub-Adviser shall provide a copy for each portfolio security for which the custodian does not obtain prices in the ordinary course of any Trading Agreement to the Adviser prior to implementing it on behalf of a Series for the Adviser’s review and consentbusiness from an automated pricing service. The Sub-Adviser agrees to comply with any requirements with regard to terms and conditions of, or counterparties to, Trading Agreements, as the Adviser may specify from time to time, including requirements regarding the credit ratings or other characteristics of proposed counterparties. The Sub-Adviser is also authorized, on behalf of a Series, to (i) issue to brokers, banks and other entities instructions to purchase, sell, exchange, convert, trade, borrow, pledge and otherwise generally deal in and with any security instrument or other asset for the account of the Series; (ii) hire at the Sub-Adviser’s own expense, consultants, advisers, accountants, attorneys or any other person or firm performing similar functions, to assist the Sub-Adviser in providing services to the Series on any and all matters deemed appropriate by the Sub-Adviser, subject to the Trust/Adviser Procedures (as defined below), provided that the Sub-Adviser may not retain a sub-sub-investment adviser; and (iii) acknowledge the receipt of brokers’ risk disclosure statements, electronic trading disclosure statements and similar disclosures, in accordance with Trust procedures. The Sub-Adviser further agrees as follows:3.

Duties as Sub-Adviser. Pursuant to this Agreement and subject (a) Subject to the supervision and direction of the Trust’s 's Board of Trustees (the “"Board”") and direction review by Xxxxxxxx Xxxxxxxx, and oversight of any written guidelines adopted by the AdviserBoard or Xxxxxxxx Xxxxxxxx, the Sub-Adviser shall, with respect to the Series, will provide the Series with investment research, advice and furnish a continuous investment program for, and manage for all or a designated portion of the investment and reinvestment of, assets ("Segment") of the Series. In this regard, the Sub-Adviser shall, including investment research and discretionary management with respect to all securities and investments and cash equivalents in the Series, Series or Segment. The Sub- Adviser will determine in its discretion the securities, cash and other financial instruments from time to time what investments will be purchased, retained or sold by the Series or Segment. The Sub-Adviser will be responsible for placing purchase and sell orders for investments and for other related transactions for the Series within or Segment. The Sub- Adviser will be responsible for voting proxies of issuers of securities held by the provisions Series or Segment. The Sub- Adviser understands that the Series' assets need to be managed so as to permit it 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 AgreementContract in accordance with the Series' investment objective, all applicable lawspolicies and restrictions as stated in the Series' Prospectus and in the Trust's currently effective registration statement under the 1940 Act, and any amendments or supplements thereto ("Registration Statement"). (b) The Sub-Adviser agrees that, in placing orders with brokers, it will attempt to obtain the best net result in terms of price and execution; provided that, on behalf of the Series, the Sub-Adviser may, in its discretion, use brokers that provide the Sub-Adviser with research, analysis, advice and similar services to execute portfolio transactions on behalf of the Series or Segment, and the Sub-Adviser may pay to those brokers in return for brokerage and research services a higher commission than may be charged by other brokers, subject to the Sub- Adviser's determining in good faith that such commission is reasonable in terms either of the particular transaction or of the overall responsibility of the Sub-Adviser to the Series or and its other clients and that the total commissions paid by the Series or Segment will be reasonable in relation to the benefits to the Series over the long term. In no instance will portfolio securities be purchased from or sold to Xxxxxxxx Xxxxxxxx or the Sub- Adviser, or any affiliated person thereof, except in accordance with the federal securities laws and the rules and regulations thereunder. The Sub-Adviser may aggregate sales and purchase orders with respect to the assets of the Series 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 the Series and one or more other accounts advised by the Sub-Adviser, 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. Xxxxxxxx Xxxxxxxx recognizes that in some cases this procedure may adversely affect the results obtained for the Series or Segment. The Sub-Adviser is authorized on behalf of the Series and Segment to enter into agreements and execute any documents required to make investments pursuant to the Prospectus, as such Prospectus may be amended from time to time. (c) The Sub-Adviser will maintain all 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 Sub- Adviser on behalf of the Series or Segment, and will furnish the Board and Xxxxxxxx Xxxxxxxx with such periodic and special reports as the Board or Xxxxxxxx Xxxxxxxx reasonably may request. In compliance with the requirements of Rule 31a-3 under the 1940 Act, the Sub- Adviser hereby agrees that all records that it maintains for the Series are the property of the Trust’s registration statement, as it relates agrees to preserve for the Series, on Form N-1A periods prescribed by Rule 31a-2 under the 1940 Act any records that it maintains for the Trust and that are required to be maintained by Rule 31a-1 under the 1940 Act, and further agrees to surrender promptly to the Trust any records that it maintains for the Series upon request by the Trust. (d) At such times as shall be reasonably requested by the Board or Xxxxxxxx Xxxxxxxx, the Sub- Adviser will provide the Board and Xxxxxxxx Xxxxxxxx with economic and investment analyses and reports as well as quarterly reports setting forth the performance of the Series or Segment and make available to the Board and Xxxxxxxx Xxxxxxxx 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, or any successor form thereto (the “Registration Statement”), including but not limited to, the parameters of the investment objective, policies, restrictions and guidelines applicable to the Series as provided in the Registration Statement (the “Investment Guidelines”). To the extent permitted by the Investment Guidelines, the Sub-Adviser is authorized, on behalf responsible for assisting in the fair valuation of each Series, to negotiate and finalize on behalf of all portfolio securities in the Series or Segment and will use its reasonable efforts to arrange for the terms provision of any account opening documents, prime brokerage, futures and other related agreements, any ISDA master agreement, master repurchase agreement, master securities lending agreement, master securities forward transaction agreement, a price from one 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”). Upon the reasonable request more parties independent of the Adviser, the Sub-Adviser shall provide a copy for each portfolio security for which the custodian does not obtain prices in the ordinary course of any Trading Agreement to the Adviser prior to implementing it on behalf of a Series for the Adviser’s review and consentbusiness from an automated pricing service. The Sub-Adviser agrees to comply with any requirements with regard to terms and conditions of, or counterparties to, Trading Agreements, as the Adviser may specify from time to time, including requirements regarding the credit ratings or other characteristics of proposed counterparties. The Sub-Adviser is also authorized, on behalf of a Series, to (i) issue to brokers, banks and other entities instructions to purchase, sell, exchange, convert, trade, borrow, pledge and otherwise generally deal in and with any security instrument or other asset for the account of the Series; (ii) hire at the Sub-Adviser’s own expense, consultants, advisers, accountants, attorneys or any other person or firm performing similar functions, to assist the Sub-Adviser in providing services to the Series on any and all matters deemed appropriate by the Sub-Adviser, subject to the Trust/Adviser Procedures (as defined below), provided that the Sub-Adviser may not retain a sub-sub-investment adviser; and (iii) acknowledge the receipt of brokers’ risk disclosure statements, electronic trading disclosure statements and similar disclosures, in accordance with Trust procedures. The Sub-Adviser further agrees as follows:3.