Common use of Duties of the Adviser Clause in Contracts

Duties of the Adviser. The Manager employs the Adviser to manage the investment and reinvestment of such portion, if any, of the Portfolios’ assets as is designated by the Manager from time to time, and, with respect to such assets, to continuously review, supervise, and administer the investment program of the Portfolios, to determine in the Adviser’s discretion the securities to be purchased or sold, to provide the Manager and the Trust with records concerning the Adviser’s activities which the Trust is required to maintain, and to render regular reports to the Manager and to the Trust’s officers and Trustees concerning the Adviser’s discharge of the foregoing responsibilities. The Adviser shall discharge the foregoing responsibilities subject to the Manager’s oversight and the control of the officers and the Trustees of the Trust and in compliance with such policies as the Trustees may from time to time establish, and in compliance with the objectives, policies, and limitations for each such Portfolio set forth in the Trust’s current registration statement as amended from time to time and applicable laws and regulations. The Adviser accepts such employment and agrees to render the services for the compensation specified herein and to provide at its own expense the office space, furnishings and equipment and the personnel required by it to perform the services on the terms and for the compensation provided herein. (With respect to any of the Portfolio assets allocated for management by the Adviser, the Adviser can request that the Manager make the investment decisions with respect to that portion of assets which the Adviser deems should be invested in short-term money market instruments. The Manager agrees to provide this service.) The Manager will instruct the Trust’s Custodian(s) to hold and/or transfer the Portfolios’ assets in accordance with Proper Instructions received from the Adviser. (For this purpose, the term “Proper Instructions” shall have the meaning(s) specified in the applicable agreement(s) between the Trust and its custodian(s).) The Adviser will not be responsible for the cost of securities or brokerage commissions or any other Trust expenses except as specified in this Agreement.

Duties of the Adviser. The Manager employs the Adviser to manage the investment and reinvestment of such portion, if any, of the Portfolios’ ' assets as is designated by the Manager from time to time, and, with respect to such assets, to continuously review, supervise, and administer the investment program of the Portfolios, to determine in the Adviser’s 's discretion the securities to be purchased or sold, to provide the Manager and the Trust with records concerning the Adviser’s 's activities which the Trust is required to maintain, and to render regular reports to the Manager and to the Trust’s 's officers and Trustees concerning the Adviser’s 's discharge of the foregoing responsibilities. The Adviser shall discharge the foregoing responsibilities subject to the Manager’s 's oversight and the control of the officers and the Trustees of the Trust and in compliance with such policies as the Trustees may from time to time establish, and in compliance with the objectives, policies, and limitations for each such Portfolio set forth in the Trust’s 's current registration statement as amended from time to time and applicable laws and regulations. The Adviser accepts such employment and agrees to render the services for the compensation specified herein and to provide at its own expense the office space, furnishings and equipment and the personnel required by it to perform the services on the terms and for the compensation provided herein. (With respect to any of the Portfolio assets allocated for management by the Adviser, the Adviser can request that the Manager will make the investment decisions with respect to that portion of assets which the Adviser deems should be invested in short-term money market instruments. The Manager agrees to provide this service.) The Manager will instruct the Trust’s 's Custodian(s) to hold and/or transfer the Portfolios’ ' assets in accordance with Proper Instructions received from the Adviser. (For this purpose, the term “"Proper Instructions” " shall have the meaning(s) specified in the applicable agreement(s) between the Trust and its custodian(s).) The Adviser is authorized on behalf of the Portfolios, and consistent with the investment discretion delegated to the Adviser herein, to: (i) enter into agreements and execute any documents (e.g. any derivatives documentation such as exchange traded and over-the-counter, as applicable) required to meet the obligations of the Trust with respect to any investments made for the Portfolios. Such documentation includes but may not be limited to any market and/or industry standard documentation and the standard representations contained therein; and (ii) acknowledge the receipt of brokers’ risk disclosure statements, electronic trading disclosure statements and similar disclosures, provided, however, that (a) the Adviser shall be responsible for ensuring that any such representations are accurate and consistent with the relevant Portfolio’s investment policies and other governing documents; (b) the Adviser shall be responsible for providing all notifications and delivering all documents required to be provided or delivered by a Portfolio under such documentation; and (c) the Adviser shall immediately notify the Manager of any event of default, potential event of default or termination event affecting a Portfolio under such documentation. The Adviser further shall have the authority to instruct the custodian to: (i) pay cash for securities and other property delivered for the Portfolios, (ii) deliver or accept delivery of, upon receipt of payment or payment upon receipt of, securities, commodities or other property underlying any futures or options contracts, and other property purchased or sold for the Portfolios; (iii) deposit margin or collateral which shall include the transfer of money, securities or other property to the extent necessary to meet the obligations of the Portfolios with respect to any investments made pursuant to the Trust’s registration statement, provided, however, that unless otherwise approved by the Manager, any such deposit margin or collateral shall be effected by transfer or segregation within an account maintained for the Portfolios by its custodian subject to a control agreement, acceptable in form and substance to the Manager, pursuant to which such custodian agrees and accepts entitlement, orders or instructions from the secured party with respect to such margin or collateral. The Adviser shall not have the authority to cause the Manager or the Trust to deliver securities or other property, or pay cash to the Adviser other than payment of the management fee provided for in this Agreement. The Adviser will not be responsible for the cost of securities or brokerage commissions or any other Trust expenses except as specified in this Agreement.

Duties of the Adviser. The Manager employs the Adviser to shall manage the investment and reinvestment of such portion, if any, affairs of the Portfolios’ assets Trust as is designated set forth herein, either by taking such actions itself or by delegating its duties to a subadviser pursuant to a written subadvisory agreement. Such duties shall include, but not limited to, continuously providing the Manager from time to timeTrust with investment management, andincluding investment research, with respect to such assetsadvice and supervision, to continuously review, supervise, and administer the investment program of the Portfolios, to determine in the Adviser’s discretion the determining which securities to shall be purchased or sold, to provide the Manager and sold by each Portfolio of the Trust with records concerning the and making purchases and sales of securities on behalf of each Portfolio. The Adviser’s activities which the Trust is required to maintain, and to render regular reports to the Manager and to the Trust’s officers and Trustees concerning the Adviser’s discharge of the foregoing responsibilities. The Adviser management shall discharge the foregoing responsibilities be subject to the Manager’s oversight and the control of the officers and the Trustees of the Trust (the “Trustees”) and in compliance with such policies as the Trustees may from time to time establish, and in compliance accordance with the objectives, policies, policies and limitations restrictions for each such Portfolio set forth in the Trust’s Registration Statement and its current registration statement Prospectus and Statement of Additional Information, as amended from time to time time, the requirements of the Investment Company Act of 1940, as amended (the “Act”) and other applicable laws law, as well as to the factors affecting the Trust’s status as a regulated investment company under the Internal Revenue Code of 1986, as amended, (the “Code”) and regulationsthe regulations thereunder and the status of variable contracts under the diversification requirements set forth in Section 817(h) of the Code and the regulations thereunder. The In performing such duties, the Adviser accepts shall (i) provide such employment and agrees to render the services for the compensation specified herein and to provide at its own expense the office space, furnishings bookkeeping, accounting, clerical, secretarial and equipment administrative services (exclusive of, and in addition to, any such service provided by any others retained by the Trust or any of its Portfolios) and such executive and other personnel required by it to perform the services on the terms and as shall be necessary for the compensation provided herein. operations of each Portfolio, (With respect to any of the Portfolio assets allocated for management by the Adviser, the Adviser can request that the Manager make the investment decisions with respect to that portion of assets which the Adviser deems should be invested in short-term money market instruments. The Manager agrees to provide this service.ii) The Manager will instruct the Trust’s Custodian(s) to hold and/or transfer the Portfolios’ assets in accordance with Proper Instructions received from the Adviser. (For this purpose, the term “Proper Instructions” shall have the meaning(s) specified in the applicable agreement(s) between the Trust and its custodian(s).) The Adviser will not be responsible for the cost financial and accounting records required to be maintained by each Portfolio (including those maintained by the Trust’s custodian), and (iii) oversee the performance of securities services provided to each Portfolio by others, including the custodian, transfer agent, shareholder servicing agent and subadviser, if any. The Trust acknowledges that the Adviser also acts as the manager of other investment companies. With respect to the Cash Management Portfolio, the Adviser hereby accepts the responsibilities for making the determinations required by Rule 2a-7 under the Act to be made by the Trustees of the Trust and which are delegable by the Trustees pursuant to paragraph (e) of such Rule, to the extent that the Trustees may hereinafter delegate such responsibilities to the Adviser. The Adviser may delegate certain of its duties under this Agreement with respect to a Portfolio to a subadviser pursuant to a written agreement, subject to the approval of the Trustees and a Portfolio’s shareholders, as required by the Act. The Adviser is solely responsible for payment of any fees or brokerage commissions or any other charges to a subadviser arising from such delegation and the Trust expenses except as specified in this Agreementshall have no liability therefor.

Duties of the Adviser. The Manager employs and the Trust appoint the Adviser to manage the investment and reinvestment of such portion, if any, of the Portfolios’ Funds' assets as is designated by the Manager from time to time, and, with respect to such assets, to continuously review, supervise, and administer the investment program of the PortfoliosFunds, to determine in the Adviser’s 's discretion the securities to be purchased or sold, to provide the Manager and the Trust with records concerning the Adviser’s 's activities which the Trust is required to maintain, and to render regular reports to the Manager and to the Trust’s 's officers and Trustees concerning the Adviser’s 's discharge of the foregoing responsibilities. The Adviser shall discharge the foregoing responsibilities (1) in conformity with all applicable securities law, including but not limited to the Investment Company Act, the Advisers Act, the Commodity Exchange Act, the Securities Act of 1933 (“Securities Act”), and the Securities Exchange Act of 1934 (“Exchange Act”), (2) subject to the Manager’s 's oversight and the control of the officers and the Trustees of the Trust and in compliance with such policies as the Trustees Board may from time to time establish, and (3) in compliance with the objectives, policies, and limitations for each such Portfolio Fund set forth in the Trust’s 's current registration statement as amended from time to time and applicable laws and regulations, and (4) in compliance with such other investment guidelines or restrictions established from time to time by the Manager or the Trust which shall be communicated in writing by the Manager to Adviser in advance. The Adviser accepts such employment appointment and agrees to render the services for the compensation specified herein and to provide at its own expense the office space, furnishings and equipment and the personnel required by it to perform the services on the terms and for the compensation provided herein. (With respect to any of the Portfolio Fund assets allocated for management by the Adviser, the Adviser can request that the Manager will make the investment decisions with respect to that portion of assets which the Adviser deems should be invested in short-term money market instruments. The Manager agrees to provide this service.) The Manager will instruct the Trust’s Custodian(s's custodian(s) to hold and/or transfer the Portfolios’ Funds' assets in accordance with Proper Instructions received from the Adviser. (For this purpose, the term “"Proper Instructions” " shall have the meaning(s) specified in the applicable agreement(s) between the Trust and its custodian(s), but generally refers to a writing by the representatives of the Adviser who have been authorized by the Trust’s Board from time to time to provide instructions to the Trust’s custodian. For the purpose of clarification, “Proper Instructions” can be instructions in any format, including without limitation, electronic instructions that are agreed upon by the Adviser and the Trust’s custodian.) The Adviser is authorized on behalf of the Funds, and consistent with the investment discretion delegated to the Adviser herein, to: (i) enter into agreements and execute any documents including without limitation, futures and options transactions, brokerage agreements, clearing agreements, account documentation, futures and option agreements, swap agreements, and other investment related agreements required to meet the obligations of the Trust with respect to any investments made for the Funds. Such documentation includes but may not be limited to any market and/or industry standard documentation and the standard representations contained therein. Adviser is authorized on behalf of Manager to make all elections required in such agreements, instruments and documentation and make and receive all related notices from brokers or other counterparties. Manager also authorizes Adviser as agent and attorney-in-fact to make transactions in futures contracts and options on futures contracts on margin, for the Fund, and authorizes each broker with whom Adviser makes such transactions to follow its instructions with respect to such transactions. Manager understands and agrees that Adviser will determine that such transactions are permitted before instructing a broker to enter into such transactions and that any broker receiving an order for any such transaction will have no independent obligation to ensure that the transactions are consistent with the Trust’s registration statement or the Fund’s investment guidelines; and (ii) acknowledge the receipt of brokers’ risk disclosure statements, electronic trading disclosure statements and similar disclosures, provided, however, that (a) the Adviser shall be responsible for ensuring that any such representations are consistent with the relevant Fund’s investment policies and other governing documents; (b) the Adviser shall be responsible for providing all notifications and delivering all documents required to be provided or delivered by a Fund under such documentation; and (c) the Adviser shall immediately notify the Manager of any event of default, potential event of default or termination event affecting a Fund under such documentation. The Adviser further shall have the authority to instruct the custodian to: (i) pay cash for securities and other property delivered for the Fund, (ii) deliver or accept delivery of, upon receipt of payment or payment upon receipt of, securities, commodities or other property underlying any futures or options contracts, and other property purchased or sold for the Fund; (iii) deposit margin or collateral which shall include the transfer of money, securities or other property to the extent necessary to meet the obligations of the Funds with respect to any investments made pursuant to the Trust’s registration statement, provided, however, that unless otherwise approved by the Manager, any such deposit of margin or collateral shall be effected by transfer or segregation within an account maintained for the Funds by its custodian subject to a control agreement, acceptable in form and substance to the Manager, pursuant to which such custodian agrees and accepts entitlement, orders or instructions from the secured party with respect to such margin or collateral. The Adviser shall not have the authority to cause the Manager or the Trust to deliver securities or other property, or pay cash to the Adviser other than payment of the management fee provided for in this Agreement. The Adviser will not be responsible for the cost of securities or brokerage commissions or any other Trust expenses except as specified in this Agreement.

Duties of the Adviser. (a) The Manager employs Portfolio acknowledges and agrees that it is contemplated that the Adviser will manage the investment operations and composition of the Portfolio and render investment advice for the Portfolio. The Adviser may, at its own expense, select and contract with one or more investment sub-advisers to manage the investment operations and composition of the Portfolio and render investment advice for the Portfolio. The services provided by the Adviser or any such sub-adviser shall include: (i) furnishing continuously an investment program for the Portfolio; (ii) managing the investment and reinvestment of such Portfolio assets; (iii) determining which investments shall be purchased, held, sold or exchanged for the Portfolio and what portion, if any, of the Portfolios’ assets as of the Portfolio shall be held uninvested; (iv) making changes on behalf of the Portfolio in the investments of the Portfolio; (v) providing the Portfolio with records concerning the activities that the Portfolio is designated by required to maintain; (vi) provide recommendations to the Manager from time Portfolio's Board of Directors with respect to timethe selection of third-party service providers ("Service Providers"), and, subject to the direction of the Board of Directors, thereafter: (A) negotiate, coordinate and implement the Portfolio's contractual obligations with respect to such assetsService Providers; (B) monitor, oversee and review the performance of such Service Providers to continuously review, superviseensure adherence to applicable contractual obligations; and (C) prepare or coordinate reports and presentations to the Board of Directors with respect to such Service Providers as requested or as deemed appropriate; (vii) make available employees of the Advisor to serve as officers and Directors of the Portfolio, and administer pay the investment program salaries and expenses of all such officers and; and (viii) rendering reports to the Portfolios, to determine in the Adviser’s discretion the securities to be purchased or sold, to provide the Manager Portfolio's officers and the Trust with records Board of Directors concerning the Adviser’s activities which the Trust is required to maintain, and to render regular reports to the Manager and to the Trust’s officers and Trustees concerning the Adviser’s 's discharge of the foregoing responsibilities. Service Providers include, but are not limited to, entities providing custody, administrative and accounting services. The Adviser shall discharge the foregoing responsibilities subject furnish to the Manager’s oversight Portfolio all office facilities, equipment, services and executive and administrative personnel necessary for managing the control investment program of the officers and the Trustees of the Trust and in compliance with such policies as the Trustees may from time to time establish, and in compliance with the objectives, policies, and limitations for each such Portfolio set forth in the Trust’s current registration statement as amended from time to time and applicable laws and regulationsPortfolio. The Adviser accepts such employment and agrees to render may enter into arrangements with other persons affiliated or unaffiliated with the services Adviser for the compensation specified herein provision of certain personnel and facilities to provide at its own expense the office space, furnishings and equipment and the personnel required by it to perform the services on the terms and for the compensation provided herein. (With respect to any of the Portfolio assets allocated for management by the Adviser, the Adviser can request that the Manager make the investment decisions with respect to that portion of assets which enable the Adviser deems should be invested in short-term money market instruments. The Manager agrees to provide this service.) The Manager will instruct the Trust’s Custodian(s) to hold and/or transfer the Portfolios’ assets in accordance with Proper Instructions received from the Adviser. (For this purpose, the term “Proper Instructions” shall have the meaning(s) specified in the applicable agreement(s) between the Trust fulfill its duties and its custodian(s).) The Adviser will not be responsible for the cost of securities or brokerage commissions or any other Trust expenses except as specified in obligations under this Agreement.

Duties of the Adviser. The Manager Trust employs the Adviser to manage the investment and reinvestment of such portionthe assets, if anyto hire (subject to the approval of the Trust’s Board of Trustees and, except as otherwise permitted under the terms of any exemptive relief granted by the Securities and Exchange Commission (the “SEC”), or by rule or regulation, by “vote of a majority of the outstanding voting securities” of each applicable Portfolio, as that term is defined in the 0000 Xxx) and thereafter supervise the investment activities of one or more sub-advisers deemed necessary to carry out the investment program of the Portfolios’ assets as is designated by the Manager from time to time, and, with respect to such assets, and to continuously review, supervise, supervise and (where appropriate) administer the investment program of the Portfolios, to determine in the Adviser’s its discretion (where appropriate) the securities to be purchased or sold, to provide the Manager Trust’s administrator (the “Administrator”) and the Trust with records concerning the Adviser’s activities which the Trust is required to maintain, and to render regular reports to the Manager Administrator and to the Trust’s officers and Trustees concerning the Adviser’s discharge of the foregoing responsibilities. The retention of a sub-adviser by the Adviser shall not relieve the Adviser of its responsibilities under this Agreement. The Trust hereby constitutes and appoints the Adviser as the Trust’s true and lawful representative and attorney-in-fact, with full power of delegation (to any one or more sub-advisers), in the Fund’s name, place and stead, to make, execute, sign and acknowledge all agreements, contracts and other documentation; including, but not limited to, subscription agreements and ISDA agreements, and establish trading accounts on behalf of the Portfolios as in the Adviser’s judgment are necessary or desirable for the Adviser to implement the investment policies of the Portfolios by purchasing, selling and redeeming its assets and placing orders for such purchases and sales. The Adviser shall discharge the foregoing responsibilities subject to the Manager’s oversight and the control of the officers and the Board of Trustees of the Trust and in compliance with the Prospectus (as defined below), such policies as the Trustees may from time to time establish, and in compliance with the objectives, policies, and limitations for each such Portfolio set forth in the Portfolios as established by the Board of Trustees of the Trust’s current registration statement as amended from time to time , and applicable laws and regulations. The Adviser accepts such employment and agrees agrees, at its own expense, to render the services for the compensation specified herein and to provide at its own expense the office space, furnishings and equipment and the personnel (including any sub-advisers) required by it to perform the services on the terms and for the compensation provided herein. (With respect to any of the Portfolio assets allocated for management by the Adviser, the Adviser can request that the Manager make the investment decisions with respect to that portion of assets which the Adviser deems should be invested in short-term money market instruments. The Manager agrees to provide this service.) The Manager will instruct the Trust’s Custodian(s) to hold and/or transfer the Portfolios’ assets in accordance with Proper Instructions received from the Adviser. (For this purpose, the term “Proper Instructions” shall have the meaning(s) specified in the applicable agreement(s) between the Trust and its custodian(s).) The Adviser will not be responsible not, however, pay for the cost of securities or securities, commodities, and other investments (including brokerage commissions and other transaction charges, if any) purchased or any other Trust expenses except as specified in this Agreementsold for the Trust.

Duties of the Adviser. The Manager employs the Adviser to manage the investment and reinvestment of such portion, if any, of the Portfolios’ ' assets as is designated by the Manager from time to time, and, with respect to such assets, to continuously review, supervise, and administer the investment program of the Portfolios, to determine in the Adviser’s 's discretion the securities to be purchased or sold, to provide the Manager and the Trust with records concerning the Adviser’s 's activities which the Trust is required to maintain, and to render regular reports to the Manager and to the Trust’s 's officers and Trustees concerning the Adviser’s 's discharge of the foregoing responsibilities. The Adviser shall discharge the foregoing responsibilities subject to the Manager’s 's oversight and the control of the officers and the Trustees of the Trust and in compliance with such policies as the Trustees may from time to time establish, and in compliance with the objectives, policies, and limitations for each such Portfolio set forth in the Trust’s 's current registration statement as amended from time to time and applicable laws and regulations. The Adviser accepts such employment and agrees to render the services for the compensation specified herein and to provide at its own expense the office space, furnishings and equipment and the personnel required by it to perform the services on the terms and for the compensation provided herein. (With respect to any of the Portfolio assets allocated for management by the Adviser, the Adviser can request that the Manager make the investment decisions with respect to that portion of assets which the Adviser deems should be invested in short-term money market instruments. The Manager agrees to provide this service.) The Manager will instruct the Trust’s 's Custodian(s) to hold and/or transfer the Portfolios’ ' assets in accordance with Proper Instructions received from the Adviser. (For this purpose, the term “"Proper Instructions” " shall have the meaning(s) specified in the applicable agreement(s) between the Trust and its custodian(s).) The Adviser will not be responsible for the cost of securities or brokerage commissions or any other Trust expenses except as specified in this Agreement.

Duties of the Adviser. The Manager employs the Adviser to manage the investment and reinvestment of such portion, if any, of the Portfolios’ ' assets as is designated by the Manager from time to time, and, and with respect to such assets, to continuously review, supervise, supervise and administer the investment program of the Portfolios, to determine in the Adviser’s Advisers discretion the securities to be purchased or sold, to provide the Manager and the Trust with records concerning the Adviser’s 's activities which the Trust is required to maintain, and to render regular reports to the Manager and to the Trust’s 's officers and Trustees concerning the Adviser’s 's discharge of the foregoing responsibilities. The Adviser shall discharge the foregoing 2 responsibilities subject to the Manager’s 's oversight and the control of the officers and the Trustees of the Trust and in compliance with such policies as the Trustees may from time to time establish, and in compliance with the objectives, policies, and limitations for each such Portfolio set forth in the Trust’s 's current registration statement as amended from time to time and applicable laws and regulations. The Adviser accepts such employment and agrees to render the services for the compensation specified herein and to provide at its own expense the office space, furnishings and equipment and the personnel required by it to perform the services on the terms and for the compensation provided herein. (With respect to any of the Portfolio assets allocated for management by the Adviser, the Adviser can request that the Manager make the investment decisions with respect to that portion of assets which the Adviser deems should be invested in short-term money market instruments. The Manager agrees to provide this service.) The Manager will instruct the Trust’s 's Custodian(s) to hold and/or transfer the Portfolios’ ' assets in accordance with Proper Instructions received from the Adviser. (For this purpose, purpose the term “"Proper Instructions” " shall have the meaning(s) specified in the applicable agreement(sagreements(s) between the Trust and its custodian(sCustodian(s).) The Adviser will not be responsible for the cost of securities or brokerage commissions or any other Trust expenses except as specified in this Agreement.

Duties of the Adviser. The Manager employs the Adviser to manage the investment and reinvestment of such portion, if any, of the Portfolios’ ' assets as is designated by the Manager from time to time, and, and with respect to such assets, to continuously review, supervise, supervise and administer the investment program of the Portfolios, to determine in the Adviser’s Advisers discretion the securities to be purchased or sold, to provide the Manager and the Trust with records concerning the Adviser’s 's activities which the Trust is required to maintain, and to render regular reports to the Manager and to the Trust’s 's officers and Trustees 2 concerning the Adviser’s 's discharge of the foregoing responsibilities. The Adviser shall discharge the foregoing responsibilities subject to the Manager’s 's oversight and the control of the officers and the Trustees of the Trust and in compliance with such policies as the Trustees may from time to time establish, and in compliance with the objectives, policies, and limitations for each such Portfolio set forth in the Trust’s 's current registration statement as amended from time to time and applicable laws and regulations. The Adviser accepts such employment and agrees to render the services for the compensation specified herein and to provide at its own expense the office space, furnishings and equipment and the personnel required by it to perform the services on the terms and for the compensation provided herein. (With respect to any of the Portfolio assets allocated for management by the Adviser, the Adviser can request that the Manager make the investment decisions with respect to that portion of assets which the Adviser deems should be invested in short-term money market instruments. The Manager agrees to provide this service.) The Manager will instruct the Trust’s 's Custodian(s) to hold and/or transfer the Portfolios’ ' assets in accordance with Proper Instructions received from the Adviser. (For this purpose, purpose the term “"Proper Instructions” " shall have the meaning(s) specified in the applicable agreement(sagreements(s) between the Trust and its custodian(sCustodian(s).) The Adviser will not be responsible for the cost of securities or brokerage commissions or any other Trust expenses except as specified in this Agreement.

Duties of the Adviser. The Manager Trust employs the Adviser to manage the investment and reinvestment of such portionthe assets, if any, to hire (subject to the approval of the Portfolios’ assets Trust's Board of Trustees and, except as is designated otherwise permitted under the terms of any exemptive relief obtained by the Manager Adviser from time the Securities and Exchange Commission, or by rule or regulation, a majority of the outstanding voting securities of any affected Portfolio(s)) and thereafter supervise the investment activities of one or more sub-advisers deemed necessary to timecarry out the investment program of any Portfolios of the Trust, and, with respect to such assets, and to continuously review, supervise, supervise and (where appropriate) administer the investment program of the Portfolios, to determine in the Adviser’s its discretion (where appropriate) the securities to be purchased or sold, to provide the Manager Administrator and the Trust with records concerning the Adviser’s 's activities which the Trust is required to maintain, and to render regular reports to the Manager Administrator and to the Trust’s 's officers and Trustees concerning the Adviser’s 's discharge of the foregoing responsibilities. The retention of a sub-adviser by the Adviser shall not relieve the Adviser of its responsibilities under this Agreement. The Adviser shall discharge the foregoing responsibilities subject to the Manager’s oversight and the control of the officers and the Board of Trustees of the Trust and in compliance with such policies as the Trustees may from time to time establish, and in compliance with the objectives, policies, and limitations for each such Portfolio set forth in the Trust’s current registration 's prospectus and statement of additional information, as amended from time to time (referred to collectively as the "Prospectus"), and applicable laws and regulations. The Trust will furnish the Adviser from time to time with copies of all amendments or supplements to the Prospectus, if any. The Adviser accepts such employment and agrees agrees, at its own expense, to render the services for the compensation specified herein and to provide at its own expense the office space, furnishings and equipment and the personnel (including any sub-advisers) required by it to perform the services on the terms and for the compensation provided herein. (With respect to any of the Portfolio assets allocated for management by the Adviser, the Adviser can request that the Manager make the investment decisions with respect to that portion of assets which the Adviser deems should be invested in short-term money market instruments. The Manager agrees to provide this service.) The Manager will instruct the Trust’s Custodian(s) to hold and/or transfer the Portfolios’ assets in accordance with Proper Instructions received from the Adviser. (For this purpose, the term “Proper Instructions” shall have the meaning(s) specified in the applicable agreement(s) between the Trust and its custodian(s).) The Adviser will not be responsible not, however, pay for the cost of securities or securities, commodities, and other investments (including brokerage commissions and other transaction charges, if any) purchased or any other Trust expenses except as specified in this Agreementsold for the Trust.

Duties of the Adviser. The Manager employs and the Trust appoint the Adviser to manage the investment and reinvestment of such portion, if any, of the PortfoliosFunds’ assets as is designated by the Manager from time to time, and, with respect to such assets, to continuously review, supervise, and administer the investment program of the PortfoliosFunds, to determine in the Adviser’s discretion the securities to be purchased or sold, to provide the Manager and the Trust with records concerning the Adviser’s activities which the Trust is required to maintain, and to render regular reports to the Manager and to the Trust’s officers and Trustees concerning the Adviser’s discharge of the foregoing responsibilities. The Adviser shall discharge the foregoing responsibilities (1) in conformity with all applicable securities law, including but not limited to the Investment Company Act, the Advisers Act, the Commodity Exchange Act, the Securities Act of 1933 (“Securities Act”), and the Securities Exchange Act of 1934 (“Exchange Act”), (2) subject to the Manager’s oversight and the control of the officers and the Trustees of the Trust and in compliance with such policies as the Trustees Board may from time to time establish, and (3) in compliance with the objectives, policies, and limitations for each such Portfolio Fund set forth in the Trust’s current registration statement as amended from time to time and applicable laws and regulations, and (4) in compliance with such other investment guidelines or restrictions established from time to time by the Manager or the Trust which shall be communicated in writing by the Manager to Adviser in advance. The Adviser accepts such employment appointment and agrees to render the services for the compensation specified herein and to provide at its own expense the office space, furnishings and equipment and the personnel required by it to perform the services on the terms and for the compensation provided herein. (With respect to any of the Portfolio Fund assets allocated for management by the Adviser, the Adviser can request that the Manager will make the investment decisions with respect to that portion of assets which the Adviser deems should be invested in short-term money market instruments. The Manager agrees to provide this service.) The Manager will instruct the Trust’s Custodian(scustodian(s) to hold and/or transfer the PortfoliosFunds’ assets in accordance with Proper Instructions received from the Adviser. (For this purpose, the term “Proper Instructions” shall have the meaning(s) specified in the applicable agreement(s) between the Trust and its custodian(s), but generally refers to a writing by the representatives of the Adviser who have been authorized by the Trust’s Board from time to time to provide instructions to the Trust’s custodian. For the purpose of clarification, “Proper Instructions” can be instructions in any format, including without limitation, electronic instructions that are agreed upon by the Adviser and the Trust’s custodian.) The Adviser is authorized on behalf of the Funds, and consistent with the investment discretion delegated to the Adviser herein, to: (i) enter into agreements and execute any documents including without limitation, futures and options transactions, brokerage agreements, clearing agreements, account documentation, futures and option agreements, swap agreements, and other investment related agreements required to meet the obligations of the Trust with respect to any investments made for the Funds. Such documentation includes but may not be limited to any market and/or industry standard documentation and the standard representations contained therein. Adviser is authorized on behalf of Manager to make all elections required in such agreements, instruments and documentation and make and receive all related notices from brokers or other counterparties. Manager also authorizes Adviser as agent and attorney-in-fact to make transactions in futures contracts and options on futures contracts on margin, for the Fund, and authorizes each broker with whom Adviser makes such transactions to follow its instructions with respect to such transactions. Manager understands and agrees that Adviser will determine that such transactions are permitted before instructing a broker to enter into such transactions and that any broker receiving an order for any such transaction will have no independent obligation to ensure that the transactions are consistent with the Trust’s registration statement or the Fund’s investment guidelines; and (ii) acknowledge the receipt of brokers’ risk disclosure statements, electronic trading disclosure statements and similar disclosures, provided, however, that (a) the Adviser shall be responsible for ensuring that any such representations are consistent with the relevant Fund’s investment policies and other governing documents; (b) the Adviser shall be responsible for providing all notifications and delivering all documents required to be provided or delivered by a Fund under such documentation; and (c) the Adviser shall immediately notify the Manager of any event of default, potential event of default or termination event affecting a Fund under such documentation. The Adviser further shall have the authority to instruct the custodian to: (i) pay cash for securities and other property delivered for the Fund, (ii) deliver or accept delivery of, upon receipt of payment or payment upon receipt of, securities, commodities or other property underlying any futures or options contracts, and other property purchased or sold for the Fund; (iii) deposit margin or collateral which shall include the transfer of money, securities or other property to the extent necessary to meet the obligations of the Funds with respect to any investments made pursuant to the Trust’s registration statement, provided, however, that unless otherwise approved by the Manager, any such deposit of margin or collateral shall be effected by transfer or segregation within an account maintained for the Funds by its custodian subject to a control agreement, acceptable in form and substance to the Manager, pursuant to which such custodian agrees and accepts entitlement, orders or instructions from the secured party with respect to such margin or collateral. The Adviser shall not have the authority to cause the Manager or the Trust to deliver securities or other property or pay cash to the Adviser other than payment of the management fee provided for in this Agreement. The Adviser will not be responsible for the cost of securities or brokerage commissions or any other Trust expenses except as specified in this Agreement.

Duties of the Adviser. (a) The Manager employs Trust acknowledges and agrees that it is contemplated that the Adviser will manage the investment operations and composition of each Fund of the Trust and render investment advice for each Fund. The Adviser may, at its own expense, select and contract with one or more investment sub-advisers to manage the investment operations and composition of each Fund of the Trust and render investment advice for each Fund. The services provided by the Adviser or any such sub-adviser shall include: (i) furnishing continuously an investment program for each Fund; (ii) managing the investment and reinvestment of such Fund assets; (iii) determining which investments shall be purchased, held, sold or exchanged for each Fund and what portion, if any, of the Portfolios’ assets as is designated by the Manager from time to time, and, with respect to such assets, to continuously review, supervise, and administer the investment program of each Fund shall be held uninvested; (iv) making changes on behalf of the Portfolios, to determine Trust in the Adviser’s discretion the securities to be purchased or sold, to provide the Manager and investments for each Fund; (v) providing the Trust with records concerning the Adviser’s activities which that the Trust is required to maintain; (vi) provide recommendations to the Trust’s Board of Trustees with respect to the selection of third-party service providers (“Service Providers”), and, at the direction of the Board of Trustees, thereafter: (A) negotiate, coordinate and implement the Trust’s contractual obligations with respect to the Funds with such Service Providers; (B) monitor, oversee and review the performance of such Service Providers to ensure adherence to applicable contractual obligations; and (C) prepare or coordinate reports and presentations to the Board of Trustees with respect to such Service Providers as requested or as deemed appropriate; (vii) make available employees of the Advisor to serve as officers and Trustees of the Trust, and to render regular pay the salaries and expenses of all such officers and Trustees (except the Chief Compliance Officer and his or her staff); and (viii) rendering reports to the Manager and to the Trust’s officers and Board of Trustees concerning the Adviser’s discharge of the foregoing responsibilities. Service Providers include, but are not limited to, entities providing custody, administrative and fund accounting services. The Adviser shall discharge the foregoing responsibilities subject furnish to the Manager’s oversight Trust all office facilities, equipment, services and executive and administrative personnel necessary for managing the control of the officers and the Trustees investment program of the Trust and in compliance with such policies as the Trustees may from time to time establish, and in compliance with the objectives, policies, and limitations for each such Portfolio set forth in the Trust’s current registration statement as amended from time to time and applicable laws and regulationsFund. The Adviser accepts such employment and agrees to render may enter into arrangements with other persons affiliated or unaffiliated with the services Adviser for the compensation specified herein provision of certain personnel and facilities to provide at its own expense the office space, furnishings and equipment and the personnel required by it to perform the services on the terms and for the compensation provided herein. (With respect to any of the Portfolio assets allocated for management by the Adviser, the Adviser can request that the Manager make the investment decisions with respect to that portion of assets which enable the Adviser deems should be invested in short-term money market instruments. The Manager agrees to provide this service.) The Manager will instruct the Trust’s Custodian(s) to hold and/or transfer the Portfolios’ assets in accordance with Proper Instructions received from the Adviser. (For this purpose, the term “Proper Instructions” shall have the meaning(s) specified in the applicable agreement(s) between the Trust fulfill its duties and its custodian(s).) The Adviser will not be responsible for the cost of securities or brokerage commissions or any other Trust expenses except as specified in obligations under this Agreement.

Duties of the Adviser. The Manager employs and the Trust appoint the Adviser to manage the investment and reinvestment of such portion, if any, of the Portfolios’ Funds' assets as is designated by the Manager from time to time, and, with respect to such assets, to continuously review, supervise, and administer the investment program of the PortfoliosFunds, to determine in the Adviser’s 's discretion the securities to be purchased or sold, to provide the Manager and the Trust with records concerning the Adviser’s 's activities which the Trust is required to maintain, and to render regular reports to the Manager and to the Trust’s 's officers and Trustees concerning the Adviser’s 's discharge of the foregoing responsibilities. The Adviser shall discharge the foregoing responsibilities (1) in conformity with all applicable securities law, including but not limited to the Investment Company Act, the Advisers Act, the Commodity Exchange Act, the Securities Act of 1933 (“Securities Act”), and the Securities Exchange Act of 1934 (“Exchange Act”), (2) subject to the Manager’s 's oversight and the control of the officers and the Trustees of the Trust and in compliance with such policies as the Trustees Board may from time to time establish, and (3) in compliance with the objectives, policies, and limitations for each such Portfolio Fund set forth in the Trust’s 's current registration statement as amended from time to time and applicable laws and regulations, and (4) in compliance with such other investment guidelines or restrictions established from time to time by the Manager or the Trust which shall be communicated in writing by the Manager to Adviser in advance. The Adviser accepts such employment appointment and agrees to render the services for the compensation specified herein and to provide at its own expense the office space, furnishings and equipment and the personnel required by it to perform the services on the terms and for the compensation provided herein. (With respect to any of the Portfolio Fund assets allocated for management by the Adviser, the Adviser can request that the Manager will make the investment decisions with respect to that portion of assets which the Adviser deems should be invested in short-term money market instruments. The Manager agrees to provide this service.) The Manager will instruct the Trust’s Custodian(s's custodian(s) to hold and/or transfer the Portfolios’ Funds' assets in accordance with Proper Instructions received from the Adviser. (For this purpose, the term “"Proper Instructions” " shall have the meaning(s) specified in the applicable agreement(s) between the Trust and its custodian(s), but generally refers to a writing by the representatives of the Adviser who have been authorized by the Trust’s Board from time to time to provide instructions to the Trust’s custodian. For the purpose of clarification, “Proper Instructions” can be instructions in any format, including without limitation, electronic instructions that are agreed upon by the Adviser and the Trust’s custodian.) The Adviser is authorized on behalf of the Funds, and consistent with the investment discretion delegated to the Adviser herein, to: (i) enter into agreements and execute any documents including without limitation, futures and options transactions, brokerage agreements, clearing agreements, account documentation, futures and option agreements, swap agreements, and other investment related agreements required to meet the obligations of the Trust with respect to any investments made for the Funds. Such documentation includes but may not be limited to any market and/or industry standard documentation and the standard representations contained therein. Adviser is authorized on behalf of Manager to make all elections required in such agreements, instruments and documentation and make and to receive all related notices from brokers or other counterparties. Manager also authorizes Adviser as agent and attorney-in-fact to make transactions in futures contracts and options on futures contracts on margin, for the Portfolio, and authorizes each broker with whom Adviser makes such transactions to follow its’ instructions with respect to such transactions. Manager understands and agrees that Adviser will determine that such transactions are permitted before instructing a broker to enter into such transactions and that any broker receiving an order for any such transaction will have no independent obligation to ensure that the transactions are consistent with the Trust’s registration statement or the Fund’s investment guidelines; and (ii) acknowledge the receipt of brokers’ risk disclosure statements, electronic trading disclosure statements and similar disclosures, provided, however, that (a) the Adviser shall be responsible for ensuring that any such representations consistent with the relevant Fund’s investment policies and other governing documents; (b) the Adviser shall be responsible for providing all notifications and delivering all documents required to be provided or delivered by a Fund under such documentation; and (c) the Adviser shall immediately notify the Manager of any event of default, potential event of default or termination event affecting a Fund under such documentation. The Adviser further shall have the authority to instruct the custodian to: (i) pay cash for securities and other property delivered for the Funds, (ii) deliver or accept delivery of, upon receipt of payment or payment upon receipt of, securities, commodities or other property underlying any futures or options contracts, and other property purchased or sold for the Funds; (iii) deposit margin or collateral which shall include the transfer of money, securities or other property to the extent necessary to meet the obligations of the Funds with respect to any investments made pursuant to the Trust’s registration statement, provided, however, that unless otherwise approved by the Manager, any such deposit of margin or collateral shall be effected by transfer or segregation within an account maintained for the Funds by its custodian subject to control agreement, acceptable in form and substance to the Manager, pursuant to which such custodian agrees and accepts entitlement, orders or instructions from the secured party with respect to such margin or collateral. The Adviser shall not have the authority to cause the Manager or the Trust to deliver securities or other property, or pay cash to the Adviser other than payment of the management fee provided for in this Agreement. The Adviser will not be responsible for the cost of securities or brokerage commissions or any other Trust expenses except as specified in this Agreement.

Duties of the Adviser. The Manager employs and the Company appoint the Adviser to manage the investment and reinvestment of such portion, if any, of the Portfolios’ Company’s assets as is designated by the Manager from time to time, and, with respect to such assets, to continuously review, supervise, and administer the investment program of the PortfoliosCompany, to determine in the Adviser’s 's discretion the securities assets to be purchased or sold, to provide the Manager and the Trust Company with records concerning the Adviser’s 's activities which the Trust Company is required to maintain, and to render regular reports to the Manager and to the TrustCompany’s officers and Trustees Company Board concerning the Adviser’s 's discharge of the foregoing responsibilities. The Adviser shall discharge the foregoing responsibilities (1) in conformity with all applicable securities law, including but not limited to the Investment Company Act, the Advisers Act, the Commodity Exchange Act, as amended, the Securities Act of 1933, as amended (“Securities Act”), and the Securities Exchange Act of 1934, as amended (“Exchange Act”), (2) subject to the Manager’s 's oversight and the control of the officers and the Trustees of the Trust Company Board and in compliance with such policies as the Trustees Company Board may from time to time establish, and (3) in compliance with the objectives, policies, and limitations for each such Portfolio the Company set forth in the Trust’s 's current registration statement as amended from time to time and applicable laws and regulations, and (4) in compliance with such other investment guidelines or restrictions established from time to time by the Manager or the Company and agreed to by the Adviser which shall be communicated in writing by the Manager to Adviser in advance. The Adviser accepts such employment appointment and agrees to render the services for the compensation specified herein and to provide at its own expense the office space, furnishings and equipment and the personnel required by it to perform the services on the terms and for the compensation provided herein. (With respect to any of the Portfolio Company assets allocated for management by the Adviser, the Adviser can request that the Manager will make the investment decisions with respect to that portion of assets which any residual cash in the Adviser deems should be invested in short-term money market instrumentsCompany. The Manager agrees to provide this service.. The Adviser has categorized the Company as a professional client (as defined in the rules, guidance, principles and codes comprised in the Handbook of Rules and Guidance issued by the FCA (the “FCA Rules”)) and the Adviser will provide its services hereunder on that basis. The Company has the right to request that the Adviser categorize it as a retail client (as defined in the FCA Rules) either generally or in specific circumstances. However, it is the Adviser’s policy not to agree to such requests from its clients. The Manager will instruct the TrustCompany’s Custodian(scustodian(s) to hold and/or transfer the Portfolios’ Company’s assets in accordance with Proper Instructions received from the Adviser. (For this purpose, the term “"Proper Instructions” " shall have the meaning(s) specified in the applicable agreement(s) between the Trust Company and its custodian(s), but generally refers to a writing by the representatives of the Adviser who have been authorized by the Company’s Board from time to time to provide instructions to the Company’s custodian. For the purpose of clarification, “Proper Instructions” can be instructions in any format, including without limitation, electronic instructions that are agreed upon in writing by the Adviser and the Company’s custodian.) The Adviser is authorized on behalf of the Company, and consistent with the investment discretion delegated to the Adviser herein, to: (i) negotiate the terms of any documents including without limitation, futures and options transactions, brokerage agreements, clearing agreements, account documentation, futures and option agreements, swap agreements, and other investment related agreements required to meet the obligations of the Trust with respect to any investments made for the Company. Such documentation includes but may not be limited to any market and/or industry standard documentation and the standard representations contained therein. The Adviser is authorized on behalf of Manager to make all elections required in such agreements, instruments and documentation and make and to receive all related notices from brokers or other counterparties. Manager also authorizes Adviser as agent and attorney-in-fact to make transactions in futures contracts and options on futures contracts on margin, for the Company, and authorizes each broker with whom Adviser makes such transactions to follow its instructions with respect to such transactions. Manager understands and agrees that Adviser will determine that such transactions are permitted before instructing a broker to enter into such transactions and that any broker receiving an order for any such transaction will have no independent obligation to ensure that the transactions are consistent with the Trust’s registration statement or the Company’s investment guidelines; and (ii) acknowledge the receipt of brokers’ risk disclosure statements, electronic trading disclosure statements and similar disclosures, provided, however, that (a) the Adviser shall be responsible for ensuring that any such representations are consistent with the Company’s investment policies and other governing documents with respect to the investment policies and governing documents applicable to the investments managed by the Adviser; (b) with the reasonable assistance of the Manager, the Adviser shall be responsible for providing all notifications and delivering all documents required to be provided or delivered by the Company under such documentation; and (c) the Adviser shall promptly notify the Manager of any event of default, potential event of default that in the Adviser’s sole discretion is likely to occur or termination event affecting a the Company under such documentation. The Adviser further shall have the authority to instruct the custodian to: (i) pay cash for property delivered for the Company, (ii) deliver or accept delivery of, upon receipt of payment or payment upon receipt of, commodities or other property underlying any futures or options contracts, and other property purchased or sold for the Company ; (iii) deposit margin or collateral which shall include the transfer of money or other property to the extent necessary to meet the obligations of the Company with respect to any investments made pursuant to the Trust’s registration statement, provided, however, that unless otherwise approved by the Manager, any such deposit of margin or collateral shall be effected by transfer or segregation within an account maintained for the Company by its custodian subject to control agreement, acceptable in form and substance to the Manager, pursuant to which such custodian agrees and accepts entitlement, orders or instructions from the secured party with respect to such margin or collateral. The Adviser shall not have the authority to cause the Manager or the Company to deliver property or pay cash to the Adviser. The Adviser will not be responsible for the cost of securities or brokerage commissions or any other Trust expenses except as specified in this Agreement.

Duties of the Adviser. The Manager employs the Adviser to manage the investment and reinvestment of such portion, if any, of the Portfolios’ ' assets as is designated by the Manager from time to time, and, with respect to such assets, to continuously review, supervise, and administer the investment program of the Portfolios, to determine in the Adviser’s 's discretion the securities to be purchased or sold, to provide the Manager and the Trust with records concerning the Adviser’s 's activities which the Trust is required to maintain, and to render regular reports to the Manager and to the Trust’s 's officers and Trustees concerning the Adviser’s 's discharge of the foregoing responsibilities. The Adviser shall discharge the foregoing responsibilities subject to the Manager’s 's oversight and the control of the officers and the Trustees of the Trust and in compliance with such policies as the Trustees may from time to time establish, and in compliance with the objectives, policies, and limitations for each such Portfolio set forth in the Trust’s 's current registration statement as amended from time to time and applicable laws and regulations. The Adviser accepts such employment and agrees to render the services for the compensation specified herein and to provide at its own expense the office space, furnishings and equipment and the personnel required by it to perform the services on the terms and for the compensation provided herein. (With respect to any of the Portfolio assets allocated for management by the Adviser, the Adviser can request that the Manager make the investment decisions with respect to that portion of assets which the Adviser deems should be invested in short-term money market instruments. The Manager agrees to provide this service.) The Manager will instruct the Trust’s Custodian(s) to hold and/or transfer the Portfolios’ assets in accordance with Proper Instructions received from the Adviser. (For this purpose, the term “Proper Instructions” shall have the meaning(s) specified in the applicable agreement(s) between the Trust and its custodian(s).) The Adviser will not be responsible for the cost of securities or brokerage commissions or any other Trust expenses except as specified in this Agreement.investment

Duties of the Adviser. The Manager Trust employs the Adviser to manage the investment and reinvestment of such portionthe assets, if any, to hire (subject to the approval of the Portfolios’ assets Trust's Board of Trustees and, except as is designated otherwise permitted under the terms of any exemptive relief obtained by the Manager Adviser from time the Securities and Exchange Commission, or by rule or regulation, a majority of the outstanding voting securities of any affected Fund(s)) and thereafter supervise the investment activities of one or more sub-advisers deemed necessary to timecarry out the investment program of any Funds of the Trust, and, with respect to such assets, and to continuously review, supervise, supervise and (where appropriate) administer the investment program of the PortfoliosFunds, to determine in the Adviser’s its discretion (where appropriate) the securities to be purchased or sold, to provide the Manager Administrator and the Trust with records concerning the Adviser’s 's activities which the Trust is required to maintain, and to render regular reports to the Manager Administrator and to the Trust’s 's officers and Trustees concerning the Adviser’s 's discharge of the foregoing responsibilities. The retention of a sub-adviser by the Adviser shall not relieve the Adviser of its responsibilities under this Agreement. The Adviser shall discharge the foregoing responsibilities subject to the Manager’s oversight and the control of the officers and the Board of Trustees of the Trust and in compliance with such policies as the Trustees may from time to time establish, and in compliance with the objectives, policies, and limitations for each such Portfolio Fund set forth in the Trust’s current registration 's prospectus and statement of additional information, as amended from time to time (referred to collectively as the "Prospectus"), and applicable laws and regulations. The Trust will furnish the Adviser from time to time with copies of all amendments or supplements to the Prospectus, if any. The Adviser accepts such employment and agrees agrees, at its own expense, to render the services for the compensation specified herein and to provide at its own expense the office space, furnishings and equipment and the personnel (including any sub-advisers) required by it to perform the services on the terms and for the compensation provided herein. (With respect to any of the Portfolio assets allocated for management by the Adviser, the Adviser can request that the Manager make the investment decisions with respect to that portion of assets which the Adviser deems should be invested in short-term money market instruments. The Manager agrees to provide this service.) The Manager will instruct the Trust’s Custodian(s) to hold and/or transfer the Portfolios’ assets in accordance with Proper Instructions received from the Adviser. (For this purpose, the term “Proper Instructions” shall have the meaning(s) specified in the applicable agreement(s) between the Trust and its custodian(s).) The Adviser will not be responsible not, however, pay for the cost of securities or securities, commodities, and other investments (including brokerage commissions and other transaction charges, if any) purchased or any other Trust expenses except as specified in this Agreementsold for the Trust.

Duties of the Adviser. The Manager employs and the Trust appoint the Adviser to manage the investment and reinvestment of such portion, if any, of the Portfolios’ Funds' assets as is designated by the Manager from time to time, and, with respect to such assets, to continuously review, supervise, review and administer the investment program of the PortfoliosFunds, to determine in the Adviser’s 's discretion the securities to be purchased or sold, to provide the Manager and the Trust with records concerning the Adviser’s 's activities which the Trust is required to maintain, and to render regular reports to the Manager and to the Trust’s 's officers and Trustees Board concerning the Adviser’s 's discharge of the foregoing responsibilities. The Adviser shall discharge the foregoing responsibilities (1) in conformity with all applicable securities law, including but not limited to the Investment Company Act, the Advisers Act, the Commodity Exchange Act, as amended, the Securities Act of 1933, as amended (“Securities Act”), and the Securities Exchange Act of 1934, as amended (“Exchange Act”), (2) subject to the Manager’s 's oversight and the control of the officers and the Trustees Board of the Trust and in compliance with such policies as the Trustees Board may from time to time establish, and (3) in compliance with the objectives, policies, and limitations for each such Portfolio Fund set forth in the Trust’s 's current registration statement as amended or supplemented from time to time and applicable laws and regulations, and (4) in compliance with such other investment guidelines or restrictions established from time to time by the Manager or the Trust and agreed to by the Adviser which shall be communicated in writing by the Manager to Adviser in advance. The Adviser accepts such employment appointment and agrees to render the services for the compensation specified herein and to provide at its own expense the office space, furnishings and equipment and the personnel required by it to perform the services on the terms and for the compensation provided herein. Subject to all applicable laws and regulations, the Adviser may perform any of its non-investment management duties, obligations and responsibilities under this Agreement by or through its directors, officers, employees or affiliates. (With respect to any of the Portfolio Fund assets allocated for management by the Adviser, the Adviser can request that the Manager will make the investment decisions with respect to that portion of assets which the Adviser deems should be invested in short-term money market instruments. The Manager agrees to provide this service.) The Manager will instruct the Trust’s Custodian(s's custodian(s) to hold and/or transfer the Portfolios’ Funds' assets in accordance with Proper Instructions received from the Adviser. (For this purpose, the term “"Proper Instructions” " shall have the meaning(s) specified in the applicable agreement(s) between the Trust and its custodian(s), but generally refers to a writing by the representatives of the Adviser who have been authorized by the Trust’s Board from time to time to provide instructions to the Trust’s custodian. For the purpose of clarification, “Proper Instructions” can be instructions in any format, including without limitation, electronic instructions that are agreed upon by the Adviser and the Trust’s custodian.) The Adviser is authorized on behalf of the Funds, and consistent with the investment discretion delegated to the Adviser herein, to: (i) enter into agreements and execute any documents including without limitation, futures and options transactions, brokerage agreements, clearing agreements, account documentation, futures and option agreements, swap agreements, and other investment related agreements required to meet the obligations of the Trust with respect to any investments made for the Funds. Such documentation includes but may not be limited to any market and/or industry standard documentation and the standard representations contained therein. Adviser is authorized on behalf of Manager to make all elections required in such agreements, instruments and documentation and make and receive all related notices from brokers or other counterparties. Manager also authorizes Adviser as agent and attorney-in-fact to make transactions in futures contracts and options on futures contracts on margin, for the Fund, and authorizes each broker with whom Adviser makes such transactions to follow its instructions with respect to such transactions. Manager understands and agrees that Adviser will determine that such transactions are permitted before instructing a broker to enter into such transactions and that any broker receiving an order for any such transaction will have no independent obligation to ensure that the transactions are consistent with the Trust’s registration statement or the Fund’s investment guidelines; and (ii) acknowledge the receipt of brokers’ risk disclosure statements, electronic trading disclosure statements and similar disclosures, provided, however, that (a) the Adviser shall be responsible for ensuring that any such representations are consistent with the relevant Fund’s investment policies and other governing documents with respect to the investment policies and governing documents applicable to the investments managed by the Adviser; (b) with the reasonable assistance of the Manager, the Adviser shall be responsible for providing all notifications and delivering all documents required to be provided or delivered by a Fund under such documentation; and (c) the Adviser shall promptly notify the Manager of any event of default, potential event of default or termination event affecting a Fund under such documentation. The Adviser further shall have the authority to instruct the custodian to: (i) pay cash for securities and other property delivered for the Fund, (ii) deliver or accept delivery of, upon receipt of payment or payment upon receipt of, securities, commodities or other property underlying any futures or options contracts, and other property purchased or sold for the Fund; (iii) deposit margin or collateral which shall include the transfer of money, securities or other property to the extent necessary to meet the obligations of the Funds with respect to any investments made pursuant to the Trust’s registration statement, provided, however, that unless otherwise approved by the Manager, any such deposit of margin or collateral shall be effected by transfer or segregation within an account maintained for the Funds by its custodian subject to a control agreement, acceptable in form and substance to the Manager, pursuant to which such custodian agrees and accepts entitlement, orders or instructions from the secured party with respect to such margin or collateral. The Adviser shall not have the authority to cause the Manager or the Trust to deliver securities or other property, or pay cash to the Adviser other than payment of the management fee provided for in this Agreement. The Adviser will not be responsible for the cost of securities or brokerage commissions or any other Trust expenses except as specified in this Agreement.

Duties of the Adviser. The Manager employs the Adviser to manage the investment and reinvestment of such portion, if any, of the Portfolios’ assets as is designated by the Manager from time to time, and, with respect to such assets, to continuously review, supervise, and administer the investment program of the Portfolios, to determine in the Adviser’s discretion the securities to be purchased or sold, to provide the Manager and the Trust with records concerning the Adviser’s activities which the Trust is required to maintain, and to render regular reports to the Manager and to the Trust’s officers and Trustees concerning the Adviser’s discharge of the foregoing responsibilities. The Adviser shall discharge the foregoing responsibilities subject to the Manager’s oversight and the control of the officers and the Trustees of the Trust and in compliance with such policies as the Trustees may from time to time establish, and in compliance with the objectives, policies, and limitations for each such Portfolio set forth in the Trust’s current registration statement as amended from time to time and applicable laws and regulations. The Adviser accepts such employment and agrees to render the services for the compensation specified herein and to provide at its own expense the office space, furnishings and equipment and the personnel required by it to perform the services on the terms and for the compensation provided herein. (With respect to any of the Portfolio assets allocated for management by the Adviser, the Adviser can request that the Manager will make the investment decisions with respect to that portion of assets which the Adviser deems should be invested in short-term money market instruments. The Manager agrees to provide this service.) The Manager will instruct the Trust’s Custodian(s) to hold and/or transfer the Portfolios’ assets in accordance with Proper Instructions received from the Adviser. (For this purpose, the term “Proper Instructions” shall have the meaning(s) specified in the applicable agreement(s) between the Trust and its custodian(s).) The Adviser is authorized on behalf of the Portfolios, and consistent with the investment discretion delegated to the Adviser herein, to: (i) enter into agreements and execute any documents (e.g. any derivatives documentation such as exchange traded and over-the-counter, as applicable) required to meet the obligations of the Trust with respect to any investments made for the Portfolios. Such documentation includes but may not be limited to any market and/or industry standard documentation and the standard representations contained therein; and (ii) acknowledge the receipt of brokers’ risk disclosure statements, electronic trading disclosure statements and similar disclosures, provided, however, that (a) the Adviser shall be responsible for ensuring that any such representations are accurate and consistent with the relevant Portfolio’s investment policies and other governing documents; (b) the Adviser shall be responsible for providing all notifications and delivering all documents required to be provided or delivered by a Portfolio under such documentation; and (c) the Adviser shall immediately notify the Manager of any event of default, potential event of default or termination event affecting a Portfolio under such documentation. The Adviser further shall have the authority to instruct the custodian to: (i) pay cash for securities and other property delivered for the Portfolios, (ii) deliver or accept delivery of, upon receipt of payment or payment upon receipt of, securities, commodities or other property underlying any futures or options contracts, and other property purchased or sold for the Portfolios; (iii) deposit margin or collateral which shall include the transfer of money, securities or other property to the extent necessary to meet the obligations of the Portfolios with respect to any investments made pursuant to the Trust’s registration statement, provided, however, that unless otherwise approved by the Manager, any such deposit margin or collateral shall be effected by transfer or segregation within an account maintained for the Portfolios by its custodian subject to a control agreement, acceptable in form and substance to the Manager, pursuant to which such custodian agrees and accepts entitlement, orders or instructions from the secured party with respect to such margin or collateral. The Adviser shall not have the authority to cause the Manager or the Trust to deliver securities or other property, or pay cash to the Adviser other than payment of the management fee provided for in this Agreement. The Adviser will not be responsible for the cost of securities or brokerage commissions or any other Trust expenses except as specified in this Agreement.

Duties of the Adviser. 2 a. The Manager employs Subsidiary acknowledges and agrees that it is contemplated that the Adviser will manage the investment operations and composition of the Subsidiary and render investment advice for the Subsidiary. The Adviser may, at its own expense, select and contract with one or more investment sub-advisers to manage the investment operations and composition of the Subsidiary and render investment advice for the Subsidiary. The services provided by the Adviser or any such sub- adviser shall include: (i) furnishing continuously an investment program for the Subsidiary; (ii) managing the investment and reinvestment of such Subsidiary assets; (iii) determining which investments shall be purchased, held, sold or exchanged for the Subsidiary and what portion, if any, of the Portfolios’ assets as of the Subsidiary shall be held uninvested; (iv) making changes on behalf of the Subsidiary in the investments of the Subsidiary; (v) providing the Subsidiary with records concerning the activities that the Subsidiary is designated by required to maintain; (vi) providing recommendations to the Manager from time Subsidiary's Board of Directors with respect to timethe selection of third-party service providers ("Service Providers"), and, subject to the direction of the Board of Directors, thereafter: (A) negotiate, coordinate and implement the Subsidiary's contractual obligations with respect to such assetsService Providers; (B) monitor, oversee and review the performance of such Service Providers to continuously review, superviseensure adherence to applicable contractual obligations; and (C) prepare or coordinate reports and presentations to the Board of Directors with respect to such Service Providers as requested or as deemed appropriate; (vii) making available employees of the Advisor to serve as officers and Directors of the Subsidiary, and administer pay the investment program salaries and expenses of all such officers; and (viii) rendering reports to the Portfolios, to determine in the Adviser’s discretion the securities to be purchased or sold, to provide the Manager Subsidiary's officers and the Trust with records Board of Directors concerning the Adviser’s activities which the Trust is required to maintain, and to render regular reports to the Manager and to the Trust’s officers and Trustees concerning the Adviser’s 's discharge of the foregoing responsibilities. Service Providers include, but are not limited to, entities providing custody, administrative and accounting services. The Adviser shall furnish to the Subsidiary all office facilities, equipment, services and executive and administrative personnel necessary for managing the investment program of the Subsidiary. The Adviser may enter into arrangements with other persons affiliated or unaffiliated with the Adviser for the provision of certain personnel and facilities to the Adviser to enable the Adviser to fulfill its duties and obligations under this Agreement. b. The Adviser shall discharge the foregoing responsibilities subject to (i) the Manager’s oversight supervision and the control of the officers and the Trustees Board of Directors of the Trust and Subsidiary, (ii) in compliance with such policies as the Trustees Directors may from time to time establish, (iii) the investment objective and in compliance with the objectivesstrategies, policiesas applicable, and limitations for each such Portfolio set forth in the Trust’s Fund's then- current registration statement statement, (iv) the 1940 Act, and (v) the U.S. Internal Revenue Code and rules thereunder as amended from time they apply to time and applicable laws and regulations. The Adviser accepts such employment and agrees to render the services for the compensation specified herein and to provide at its own expense the office space, furnishings and equipment and the personnel required by it to perform the services on the terms and for the compensation provided herein. (With respect to any operation of the Portfolio assets allocated for management by the Adviser, the Adviser can request that the Manager make the investment decisions with respect to that portion of assets which the Adviser deems should be invested in short-term money market instrumentsSubsidiary. The Manager agrees to provide this service3.) The Manager will instruct the Trust’s Custodian(s) to hold and/or transfer the Portfolios’ assets in accordance with Proper Instructions received from the Adviser. (For this purpose, the term “Proper Instructions” shall have the meaning(s) specified in the applicable agreement(s) between the Trust and its custodian(s).) The Adviser will not be responsible for the cost of securities or brokerage commissions or any other Trust expenses except as specified in this Agreement.

Duties of the Adviser. The Manager employs the Adviser to manage the investment and reinvestment of such portion, if any, of the Portfolios’ ' assets as is designated by the Manager and agreed to by the Adviser from time to time, and, with respect to such assets, to continuously review, supervise, and administer the investment program of the Portfolios, to determine in the Adviser’s 's discretion the securities to be purchased or sold, to provide the Manager and the Trust with records concerning the Adviser’s 's activities which the Trust is required to maintain, and to render regular reports to the Manager and to the Trust’s 's officers and Trustees concerning the Adviser’s 's discharge of the foregoing responsibilities. The Adviser shall discharge the foregoing responsibilities subject to the Manager’s 's oversight and the control of the officers and the Trustees of the Trust and in compliance with such policies as the Trustees may from time to time establish, and in compliance with the objectives, policies, and limitations for each such Portfolio set forth in the Trust’s 's current registration statement as amended from time to time and applicable laws and regulations. The Adviser accepts such employment and agrees to render the services for the compensation specified herein and to provide at its own expense the office space, furnishings and equipment and the personnel required by it to perform the services on the terms and for the compensation provided herein. (With respect to any of the Portfolio assets allocated for management by the Adviser, the Adviser can request that the Manager will make the investment decisions with respect to that portion of assets which the Adviser deems should be invested in short-term money market instruments. The Manager agrees to provide this service.) The Manager will instruct the Trust’s 's Custodian(s) to hold and/or transfer the Portfolios’ ' assets in accordance with Proper Instructions received from the Adviser. (For this purpose, the term “"Proper Instructions” " shall have the meaning(s) specified in the applicable agreement(s) between the Trust and its custodian(s).) The Adviser is authorized on behalf of the Portfolios, and consistent with the investment discretion delegated to the Adviser herein, to: (i) enter into agreements and execute any documents (e.g. any derivatives documentation such as exchange traded and over-the-counter, as applicable) required to meet the obligations of the Trust with respect to any investments made for the Portfolios. Such documentation includes but may not be limited to any market and/or industry standard documentation and the standard representations contained therein; and (ii) acknowledge the receipt of brokers’ risk disclosure statements, electronic trading disclosure statements and similar disclosures, provided, however, that (a) the Adviser shall be responsible for ensuring that any such representations are accurate and consistent with the relevant Portfolio’s investment policies and other governing documents; (b) the Adviser shall be responsible for providing all notifications and delivering all documents required to be provided or delivered by a Portfolio under such documentation; and (c) the Adviser shall immediately notify the Manager of any event of default, potential event of default or termination event affecting a Portfolio under such documentation. The Adviser further shall have the authority to instruct the custodian to: (i) pay cash for securities and other property delivered for the Portfolios, (ii) deliver or accept delivery of, upon receipt of payment or payment upon receipt of, securities, commodities or other property underlying any futures or options contracts, and other property purchased or sold for the Portfolios; (iii) deposit margin or collateral which shall include the transfer of money, securities or other property to the extent necessary to meet the obligations of the Portfolios with respect to any investments made pursuant to the Trust’s registration statement, provided, however, that unless otherwise approved by the Manager, any such deposit margin or collateral shall be effected by transfer or segregation within an account maintained for the Portfolios by its custodian subject to a control agreement, acceptable in form and substance to the Manager, pursuant to which such custodian agrees and accepts entitlement, orders or instructions from the secured party with respect to such margin or collateral. The Adviser shall not have the authority to cause the Manager or the Trust to deliver securities or other property, or pay cash to the Adviser other than payment of the management fee provided for in this Agreement. The Adviser will not be responsible for the cost of securities or brokerage commissions or any other Trust expenses except as specified in this Agreement.

Duties of the Adviser. The Manager employs the Adviser to manage the investment and reinvestment of such portion, if any, of the Portfolios’ ' assets as is designated by the Manager from time to time, and, with respect to such assets, to continuously review, supervise, and administer the investment program of the Portfolios, to determine in the Adviser’s 's discretion the securities to be purchased or sold, to provide the Manager and the Trust with records concerning the Adviser’s 's activities which the Trust is required to maintain, and to render regular reports to the Manager and to the Trust’s 's officers and Trustees concerning the Adviser’s 's discharge of the foregoing responsibilities. The Adviser shall discharge the foregoing responsibilities subject to the Manager’s 's oversight and the control of the officers and the Trustees of the Trust and in compliance with such policies as the Trustees may from time to time establish, and in compliance with the objectives, policies, and limitations for each such Portfolio set forth in the Trust’s 's current registration statement as amended from time to time and applicable laws and regulations. The Adviser accepts such employment and agrees to render the services for the compensation specified herein and to provide at its own expense the office space, furnishings and equipment and the personnel required by it to perform the services on the terms and for the compensation provided herein. (With respect to any of the Portfolio assets allocated for management by the Adviser, the Adviser can request that the Manager will make the investment decisions with respect to that portion of assets which the Adviser deems should be invested in short-term money market instruments. The Manager agrees to provide this service.) The Manager will instruct the Trust’s 's Custodian(s) to hold and/or transfer the Portfolios’ ' assets in accordance with Proper Instructions received from the Adviser. (For this purpose, the term “"Proper Instructions” " shall have the meaning(s) specified in the applicable agreement(s) between the Trust and its custodian(s).) The Adviser is authorized on behalf of the Portfolios, and consistent with the investment discretion delegated to the Adviser herein, to: (i) enter into agreements and execute any documents (e.g. any derivatives documentation such as exchange traded and over-the-counter, as applicable) required to meet the obligations of the Trust with respect to any investments made for the Portfolios. Such documentation includes but may not be limited to any market and/or industry standard documentation and the standard representations contained therein; and (ii) acknowledge the receipt of brokers’ risk disclosure statements, electronic trading disclosure statements and similar disclosures, provided, however, that (a) the Adviser shall be responsible for ensuring that any such representations are accurate and consistent with the relevant Portfolio’s investment policies and other governing documents; (b) the Adviser shall be responsible for providing all notifications and delivering all documents required to be provided or delivered by a Portfolio under such documentation; and the Manager shall assist the Adviser by promptly providing copies of any documents required to be provided or delivered to which the Adviser may not otherwise have access; and (c) the Adviser shall immediately notify the Manager of any event of default, potential event of default or termination event affecting a Portfolio under such documentation. The Adviser further shall have the authority to instruct the custodian to: (i) pay cash for securities and other property delivered for the Portfolios, (ii) deliver or accept delivery of, upon receipt of payment or payment upon receipt of, securities, commodities or other property underlying any futures or options contracts, and other property purchased or sold for the Portfolios; (iii) deposit margin or collateral which shall include the transfer of money, securities or other property to the extent necessary to meet the obligations of the Portfolios with respect to any investments made pursuant to the Trust’s registration statement, provided, however, that unless otherwise approved by the Manager, any such deposit margin or collateral shall be effected by transfer or segregation within an account maintained for the Portfolios by its custodian subject to a control agreement, acceptable in form and substance to the Manager, pursuant to which such custodian agrees and accepts entitlement, orders or instructions from the secured party with respect to such margin or collateral. The Adviser shall not have the authority to cause the Manager or the Trust to deliver securities or other property, or pay cash to the Adviser other than payment of the management fee provided for in this Agreement. The Adviser will not be responsible for the cost of securities or brokerage commissions or any other Trust expenses except as specified in this Agreement.

Duties of the Adviser. The Manager employs the Adviser to manage the investment and reinvestment of such portion, if any, of the Portfolios’ ' assets as is designated by the Manager from time to time, and, with respect to such assets, to continuously review, supervise, and administer the investment program of the Portfolios, to determine in the Adviser’s 's discretion the securities to be purchased or sold, to provide the Manager and the Trust with records concerning the Adviser’s 's activities which the Trust is required to maintain, and to render regular reports to the Manager and to the Trust’s 's officers and Trustees concerning the Adviser’s 's discharge of the foregoing responsibilities. The Adviser shall discharge the foregoing responsibilities subject to the Manager’s 's oversight and the control of the officers and the Trustees of the Trust and in compliance with such policies as the Trustees may from time to time establish, and in compliance with the objectives, policies, and limitations for each such Portfolio set forth in the Trust’s 's current registration statement as amended from time to time and applicable laws and regulations. The Adviser accepts such employment and agrees to render the services for the compensation specified herein and to provide at its own expense the office space, furnishings and equipment and the personnel required by it to perform the services on the terms and for the compensation provided herein. (With respect to any of the Portfolio assets allocated for management by the Adviser, the Adviser can request that the Manager will make the investment decisions with respect to that portion of assets which the Adviser deems should be invested in short-term money market instruments. The Manager agrees to provide this service.) The Manager will instruct the Trust’s 's Custodian(s) to hold and/or transfer the Portfolios’ ' assets in accordance with Proper Instructions received from the Adviser. (For this purpose, the term “"Proper Instructions” " shall have the meaning(s) specified in the applicable agreement(s) between the Trust and its custodian(s).) The Adviser is authorized on behalf of the Portfolios, and consistent with the investment discretion delegated to the Adviser herein, to: (i) enter into agreements and execute any documents (e.g. any derivatives documentation such as exchange traded and over-the-counter, as applicable) required to meet the obligations of the Trust with respect to any investments made for the Portfolios. Such documentation includes but may not be limited to any market and/or industry standard documentation and the standard representations contained therein; and (ii) acknowledge the receipt of brokers’ risk disclosure statements, electronic trading disclosure statements and similar disclosures, provided, however, that (a) the Adviser shall be responsible for ensuring that any such representations are accurate and consistent with the relevant Portfolio’s investment policies and other governing documents; (b) the Adviser shall be responsible for providing all notifications and delivering all documents required to be provided or delivered by a Portfolio under such documentation; and (c) the Adviser shall immediately notify the Manager of any event of default, potential event of default or termination event affecting a Portfolio under such documentation. The Adviser further shall have the authority to instruct the custodian to: (i) pay cash for securities and other property delivered for the Portfolios, (ii) deliver or accept delivery of, upon receipt of payment or payment upon receipt of, securities, commodities or other property underlying any futures or options contracts, and other property purchased or sold for the Portfolios; (iii) deposit margin or collateral which shall include the transfer of money, securities or other property to the extent necessary to meet the obligations of the Portfolios with respect to any investments made pursuant to the Trust’s registration statement, provided, however, that unless otherwise approved by the Manager, any such deposit margin or collateral shall be effected by transfer or segregation within an account maintained for the Portfolios by its custodian subject to control agreement, acceptable in form and substance to the Manager, pursuant to which such custodian agrees and accepts entitlement, orders or instructions from the secured party with respect to such margin or collateral. The Advisor shall not have the authority to cause the Manager or the Trust to deliver securities or other property, or pay cash to the Adviser other than payment of the management fee provided for in this Agreement. The Adviser will not be responsible for the cost of securities or brokerage commissions or any other Trust expenses except as specified in this Agreement.

Duties of the Adviser. The Manager employs the Adviser to shall manage the investment and reinvestment of such portion, if any, affairs of the Portfolios’ assets Trust as is designated set forth herein, either by taking such actions itself or by delegating its duties to a subadviser pursuant to a written subadvisory agreement. Such duties shall include, but not limited to, continuously providing the Manager from time to timeTrust with investment management, andincluding investment research, with respect to such assetsadvice and supervision, to continuously review, supervise, and administer the investment program of the Portfolios, to determine in the Adviser’s discretion the determining which securities to shall be purchased or sold, to provide the Manager and sold by each Portfolio of the Trust with records concerning the Adviser’s activities which the Trust is required to maintain, and to render regular reports to the Manager making purchases and to the Trust’s officers and Trustees concerning the Adviser’s discharge sales of the foregoing responsibilitiessecurities on behalf of each Portfolio. The Adviser Adviser's management shall discharge the foregoing responsibilities be subject to the Manager’s oversight and the control of the officers and the Trustees of the Trust (the "Trustees") and in compliance with such policies as the Trustees may from time to time establish, and in compliance accordance with the objectives, policies, policies and limitations restrictions for each such Portfolio set forth in the Trust’s 's Registration Statement and its current registration statement Prospectus and Statement of Additional Information, as amended from time to time time, the requirements of the Investment Company Act of 1940, as amended (the "Act") and other applicable laws law, as well as to the factors affecting the Trust's status as a regulated investment company under the Internal Revenue Code of 1986, as amended, (the "Code") and regulationsthe regulations thereunder and the status of variable contracts under the diversification requirements set forth in Section 817(h) of the Code and the regulations thereunder. The In performing such duties, the Adviser accepts shall (i) provide such employment and agrees to render the services for the compensation specified herein and to provide at its own expense the office space, furnishings bookkeeping, accounting, clerical, secretarial and equipment administrative services (exclusive of, and in addition to, any such service provided by any others retained by the Trust or any of its Portfolios) and such executive and other personnel required by it to perform the services on the terms and as shall be necessary for the compensation provided herein. operations of each Portfolio, (With respect to any of the Portfolio assets allocated for management by the Adviser, the Adviser can request that the Manager make the investment decisions with respect to that portion of assets which the Adviser deems should be invested in short-term money market instruments. The Manager agrees to provide this service.ii) The Manager will instruct the Trust’s Custodian(s) to hold and/or transfer the Portfolios’ assets in accordance with Proper Instructions received from the Adviser. (For this purpose, the term “Proper Instructions” shall have the meaning(s) specified in the applicable agreement(s) between the Trust and its custodian(s).) The Adviser will not be responsible for the cost financial and accounting records required to be maintained by each Portfolio (including those maintained by the Trust's custodian), and (iii) oversee the performance of securities services provided to each Portfolio by others, including the custodian, transfer agent, shareholder servicing agent and subadviser, if any. The Trust acknowledges that the Adviser also acts as the manager of other investment companies. With respect to the Cash Management Portfolio, the Adviser hereby accepts the responsibilities for making the determinations required by Rule 2a-7 under the Act to be made by the Trustees of the Trust and which are delegable by the Trustees pursuant to paragraph (e) of such Rule, to the extent that the Trustees may hereinafter delegate such responsibilities to the Adviser. The Adviser may delegate certain of its duties under this Agreement with respect to a Portfolio to a subadviser pursuant to a written agreement, subject to the approval of the Trustees and a Portfolio=s shareholders, as required by the Act. The Adviser is solely responsible for payment of any fees or brokerage commissions or any other charges to a subadviser arising from such delegation and the Trust expenses except as specified in this Agreementshall have no liability therefor.

Duties of the Adviser. The Manager employs and the Company appoint the Adviser to manage the investment and reinvestment of such portion, if any, of the Portfolios’ Company’s assets as is designated by the Manager from time to time, and, with respect to such assets, to continuously review, supervise, and administer the investment program of the PortfoliosCompany, to determine in the Adviser’s discretion the securities assets to be purchased or sold, to provide the Manager and the Trust Company with records concerning the Adviser’s activities which the Trust Company is required to maintain, and to render regular reports to the Manager and to the TrustCompany’s officers and Trustees Company Board concerning the Adviser’s discharge of the foregoing responsibilities. The Adviser shall discharge the foregoing responsibilities (1) in conformity with all applicable securities law, including but not limited to the Investment Company Act, the Advisers Act, the Commodity Exchange Act, as amended, the Securities Act of 1933, as amended (“Securities Act”), and the Securities Exchange Act of 1934, as amended (“Exchange Act”), (2) subject to the Manager’s oversight and the control of the officers and the Trustees of the Trust Company Board and in compliance with such policies as the Trustees Company Board may from time to time establish, and (3) in compliance with the objectives, policies, and limitations for each such Portfolio the Company set forth in the Trust’s current registration statement as amended from time to time and applicable laws and regulations, and (4) in compliance with such other investment guidelines or restrictions established from time to time by the Manager or the Company and agreed to by the Adviser which shall be communicated in writing by the Manager to Adviser in advance. The Adviser accepts such employment appointment and agrees to render the services for the compensation specified herein and to provide at its own expense the office space, furnishings and equipment and the personnel required by it to perform the services on the terms and for the compensation provided herein. (With respect to any of the Portfolio Company assets allocated for management by the Adviser, the Adviser can request that the Manager will make the investment decisions with respect to that portion of assets which any residual cash in the Adviser deems should be invested in short-term money market instrumentsCompany. The Manager agrees to provide this service.. The Adviser has categorized the Company as a professional client (as defined in the rules, guidance, principles and codes comprised in the Handbook of Rules and Guidance issued by the FCA (the “FCA Rules”)) and the Adviser will provide its services hereunder on that basis. The Company has the right to request that the Adviser categorize it as a retail client (as defined in the FCA Rules) either generally or in specific circumstances. However, it is the Adviser’s policy not to agree to such requests from its clients. The Manager will instruct the TrustCompany’s Custodian(scustodian(s) to hold and/or transfer the Portfolios’ Company’s assets in accordance with Proper Instructions received from the Adviser. (For this purpose, the term “Proper Instructions” shall have the meaning(s) specified in the applicable agreement(s) between the Trust Company and its custodian(s), but generally refers to a writing by the representatives of the Adviser who have been authorized by the Company’s Board from time to time to provide instructions to the Company’s custodian. For the purpose of clarification, “Proper Instructions” can be instructions in any format, including without limitation, electronic instructions that are agreed upon in writing by the Adviser and the Company’s custodian.) The Adviser is authorized on behalf of the Company, and consistent with the investment discretion delegated to the Adviser herein, to: (i) negotiate the terms of any documents including without limitation, futures and options transactions, brokerage agreements, clearing agreements, account documentation, futures and option agreements, swap agreements, and other investment related agreements required to meet the obligations of the Trust with respect to any investments made for the Company. Such documentation includes but may not be limited to any market and/or industry standard documentation and the standard representations contained therein. The Adviser is authorized on behalf of Manager to make all elections required in such agreements, instruments and documentation and make and to receive all related notices from brokers or other counterparties. Manager also authorizes Adviser as agent and attorney-in-fact to make transactions in futures contracts and options on futures contracts on margin, for the Company, and authorizes each broker with whom Adviser makes such transactions to follow its instructions with respect to such transactions. Manager understands and agrees that Adviser will determine that such transactions are permitted before instructing a broker to enter into such transactions and that any broker receiving an order for any such transaction will have no independent obligation to ensure that the transactions are consistent with the Trust’s registration statement or the Company’s investment guidelines; and (ii) acknowledge the receipt of brokers’ risk disclosure statements, electronic trading disclosure statements and similar disclosures, provided, however, that (a) the Adviser shall be responsible for ensuring that any such representations are consistent with the Company’s investment policies and other governing documents with respect to the investment policies and governing documents applicable to the investments managed by the Adviser; (b) with the reasonable assistance of the Manager, the Adviser shall be responsible for providing all notifications and delivering all documents required to be provided or delivered by the Company under such documentation; and (c) the Adviser shall promptly notify the Manager of any event of default, potential event of default that in the Adviser’s sole discretion is likely to occur or termination event affecting a the Company under such documentation. The Adviser further shall have the authority to instruct the custodian to: (i) pay cash for property delivered for the Company, (ii) deliver or accept delivery of, upon receipt of payment or payment upon receipt of, commodities or other property underlying any futures or options contracts, and other property purchased or sold for the Company ; (iii) deposit margin or collateral which shall include the transfer of money or other property to the extent necessary to meet the obligations of the Company with respect to any investments made pursuant to the Trust’s registration statement, provided, however, that unless otherwise approved by the Manager, any such deposit of margin or collateral shall be effected by transfer or segregation within an account maintained for the Company by its custodian subject to control agreement, acceptable in form and substance to the Manager, pursuant to which such custodian agrees and accepts entitlement, orders or instructions from the secured party with respect to such margin or collateral. The Adviser shall not have the authority to cause the Manager or the Company to deliver property or pay cash to the Adviser. The Adviser will not be responsible for the cost of securities or brokerage commissions or any other Trust expenses except as specified in this Agreement. The Adviser shall not delegate any of its rights, duties or obligations under this Agreement with respect to its discretionary investment and advisory functions without the prior written consent of the Manager and the Company. Notwithstanding anything in this Agreement to the contrary, however, the Adviser may, at its own discretion, perform any or all of its duties, rights, powers, functions and obligations with respect to activities other than discretionary investment and advisory functions hereunder through one or more of its affiliates and their respective directors, officers and employees (each, an “Associate”) without the consent of the Manager or the Company; provided that (i) the Adviser shall always remain responsible to the Manager and the Company for the Adviser’s obligations under this Agreement, (ii) the Adviser shall be responsible for ensuring that each Associate complies with the terms of this Agreement, and (iii) the Adviser shall compensate its Associates out of the fees it receives hereunder.

Duties of the Adviser. The Manager employs and the Trust appoint the Adviser to manage the investment and reinvestment of such portion, if any, of the PortfoliosFunds’ assets as is designated by the Manager from time to time, and, with respect to such assets, to continuously review, supervise, and administer the investment program of the PortfoliosFunds, to determine in the Adviser’s discretion the securities to be purchased or sold, to provide the Manager and the Trust with records concerning the Adviser’s activities which the Trust is required to maintain, and to render regular reports to the Manager and to the Trust’s officers and Trustees concerning the Adviser’s discharge of the foregoing responsibilities. The Adviser shall discharge the foregoing responsibilities (1) in conformity with all applicable securities law, including but not limited to the Investment Company Act, the Advisers Act, the Commodity Exchange Act, the Securities Act of 1933 (“Securities Act”), and the Securities Exchange Act of 1934 (“Exchange Act”), (2) subject to the Manager’s oversight and the control of the officers and the Trustees of the Trust and in compliance with such policies as the Trustees Board may from time to time establish, and (3) in compliance with the objectives, policies, and limitations for each such Portfolio Fund set forth in the Trust’s current registration statement as amended from time to time and applicable laws and regulations, and (4) in compliance with such other investment guidelines or restrictions established from time to time by the Manager or the Trust which shall be communicated in writing by the Manager to Adviser in advance. The Adviser accepts such employment appointment and agrees to render the services for the compensation specified herein and to provide at its own expense the office space, furnishings and equipment and the personnel required by it to perform the services on the terms and for the compensation provided herein. (With respect to any of the Portfolio Fund assets allocated for management by the Adviser, the Adviser can request that the Manager will make the investment decisions with respect to that portion of assets which the Adviser deems should be invested in short-term money market instruments. The Manager agrees to provide this service.) The Manager will instruct the Trust’s Custodian(scustodian(s) to hold and/or transfer the PortfoliosFunds’ assets in accordance with Proper Instructions received from the Adviser. (For this purpose, the term “Proper Instructions” shall have the meaning(s) specified in the applicable agreement(s) between the Trust and its custodian(s), but generally refers to a writing by the representatives of the Adviser who have been authorized by the Trust’s Board from time to time to provide instructions to the Trust’s custodian. For the purpose of clarification, “Proper Instructions” can be instructions in any format, including without limitation, electronic instructions that are agreed upon by the Adviser and the Trust’s custodian.) The Adviser is authorized on behalf of the Funds, and consistent with the investment discretion delegated to the Adviser herein, to: (i) enter into agreements and execute any documents including without limitation, futures and options transactions, brokerage agreements, clearing agreements, account documentation, futures and option agreements, swap agreements, and other investment related agreements required to meet the obligations of the Trust with respect to any investments made for the Funds. Such documentation includes but may not be limited to any market and/or industry standard documentation and the standard representations contained therein. Adviser is authorized on behalf of Manager to make all elections required in such agreements, instruments and documentation and make and receive all related notices from brokers or other counterparties. Manager also authorizes Adviser as agent and attorney-in-fact to make transactions in futures contracts and options on futures contracts on margin, for the Fund, and authorizes each broker with whom Adviser makes such transactions to follow its instructions with respect to such transactions. Manager understands and agrees that Adviser will determine that such transactions are permitted before instructing a broker to enter into such transactions and that any broker receiving an order for any such transaction will have no independent obligation to ensure that the transactions are consistent with the Trust’s registration statement or the Fund’s investment guidelines; and (ii) acknowledge the receipt of brokers’ risk disclosure statements, electronic trading disclosure statements and similar disclosures, provided, however, that (a) the Adviser shall be responsible for ensuring that any such representations are consistent with the relevant Fund’s investment policies and other governing documents; (b) the Adviser shall be responsible for providing all notifications and delivering all documents required to be provided or delivered by a Fund under such documentation; and (c) the Adviser shall immediately notify the Manager of any event of default, potential event of default or termination event affecting a Fund under such documentation. The Adviser further shall have the authority to instruct the custodian to: (i) pay cash for securities and other property delivered for the Fund, (ii) deliver or accept delivery of, upon receipt of payment or payment upon receipt of, securities, commodities or other property underlying any futures or options contracts, and other property purchased or sold for the Fund; (iii) deposit margin or collateral which shall include the transfer of money, securities or other property to the extent necessary to meet the obligations of the Funds with respect to any investments made pursuant to the Trust’s registration statement, provided, however, that unless otherwise approved by the Manager, any such deposit of margin or collateral shall be effected by transfer or segregation within an account maintained for the Funds by its custodian subject to a control agreement, acceptable in form and substance to the Manager, pursuant to which such custodian agrees and accepts entitlement, orders or instructions from the secured party with respect to such margin or collateral. The Adviser shall not have the authority to cause the Manager or the Trust to deliver securities or other property, or pay cash to the Adviser other than payment of the management fee provided for in this Agreement. The Adviser will not be responsible for the cost of securities or brokerage commissions or any other Trust expenses except as specified in this Agreement.

Duties of the Adviser. The Manager employs the Adviser to manage the investment and reinvestment of such portion, if any, of the Portfolios’ ' assets as is designated by the Manager from time to time, and, with respect to such assets, to continuously review, supervise, and administer the investment program of the Portfolios, to determine in the Adviser’s 's discretion the securities to be purchased or sold, to provide the Manager and the Trust with records concerning the Adviser’s 's activities which the Trust is required to maintain, and to render regular reports to the Manager and to the Trust’s 's officers and Trustees concerning the Adviser’s 's discharge of the foregoing responsibilities. The Adviser shall discharge the foregoing responsibilities subject to the Manager’s 's oversight and the control of the officers and the Trustees of the Trust and in compliance with such policies as the Trustees may from time to time establishestablish and provide to the Adviser in writing, and in compliance with the objectives, policies, and limitations for each such Portfolio set forth in the Trust’s 's current registration statement as amended from time to time and made available to the Adviser together with written notification and applicable laws and regulations. The Adviser accepts such employment and agrees to render the services for the compensation specified herein and to provide at its own expense the office space, furnishings and equipment and the personnel required by it to perform the services on the terms and for the compensation provided herein. (With respect to any of the Portfolio assets allocated for management by the Adviser, the Adviser can request that the Manager will make the investment decisions with respect to that portion of assets which the Adviser deems should be invested in short-term money market instruments. The Manager agrees to provide this service.) The Manager will instruct the Trust’s 's Custodian(s) to hold and/or transfer the Portfolios’ ' assets in accordance with Proper Instructions received from the Adviser. (For this purpose, the term “"Proper Instructions” " shall have the meaning(s) specified in the applicable agreement(s) between the Trust and its custodian(s), but generally refers to a writing by the representatives of the Adviser who have been authorized by the Trust’s Board from time to time to provide instructions to the Trust’s Custodian. For the purpose of clarification, “Proper Instructions” can be instructions in any format, including without limitation electronic instructions, that are agreed upon by the Adviser and the Trust’s Custodian.) The Adviser is authorized on behalf of the Portfolios, and consistent with the investment discretion delegated to the Adviser herein, to: (i) enter into agreements and execute any documents (e.g. any derivatives documentation such as exchange traded and over-the-counter, as applicable) required to meet the obligations of the Trust with respect to any investments made for the Portfolios. Such documentation includes but may not be limited to any market and/or industry standard documentation and the standard representations contained therein; and (ii) acknowledge the receipt of brokers’ risk disclosure statements, electronic trading disclosure statements and similar disclosures, provided, however, that (a) the Adviser shall be responsible for ensuring that any such representations are accurate and consistent with the relevant Portfolio’s investment policies and other governing documents; (b) the Adviser shall be responsible for providing all notifications and delivering all documents required to be provided or delivered by a Portfolio under such documentation; and (c) the Adviser shall immediately notify the Manager of any event of default, potential event of default or termination event affecting a Portfolio under such documentation. The Adviser further shall have the authority to instruct the custodian to: (i) pay cash for securities and other property delivered for the Portfolios, (ii) deliver or accept delivery of, upon receipt of payment or payment upon receipt of, securities, commodities or other property underlying any futures or options contracts, and other property purchased or sold for the Portfolios; (iii) deposit margin or collateral which shall include the transfer of money, securities or other property to the extent necessary to meet the obligations of the Portfolios with respect to any investments made pursuant to the Trust’s registration statement, provided, however, that unless otherwise approved by the Manager, any such deposit margin or collateral shall be effected by transfer or segregation within an account maintained for the Portfolios by its custodian subject to control agreement, acceptable in form and substance to the Manager, pursuant to which such custodian agrees and accepts entitlement, orders or instructions from the secured party with respect to such margin or collateral. The Adviser shall not have the authority to cause the Manager or the Trust to deliver securities or other property, or pay cash to the Adviser other than payment of the management fee provided for in this Agreement. The Adviser will not be responsible for the cost of securities or brokerage commissions or costs associated with gaining access to foreign markets or any other Trust expenses except as specified in this Agreement.

Duties of the Adviser. The Manager employs appoints the Adviser to manage the investment and reinvestment of such portion, if any, of the Portfolios’ ' assets as is designated by the Manager from time to time, and, with respect to such assets, to continuously review, supervise, and administer the investment program of the Portfolios, to determine in the Adviser’s 's discretion the securities to be purchased or sold, to provide the Manager and the Trust with records concerning the Adviser’s 's activities which the Trust is required to maintain, and to render regular reports to the Manager and to the Trust’s 's officers and Trustees concerning the Adviser’s 's discharge of the foregoing responsibilities. The Adviser shall discharge the foregoing responsibilities subject to the Manager’s 's oversight and the control of the officers and the Trustees of the Trust and in compliance with such policies as the Trustees may from time to time establish, and in compliance with the objectives, policies, and limitations for each such Portfolio set forth in the Trust’s 's current registration statement as amended from time to time and applicable laws and regulations. The Adviser accepts such employment appointment and agrees to render the services for the compensation specified herein and to provide at its own expense the office space, furnishings and equipment and the personnel required by it to perform the services on the terms and for the compensation provided herein. (With respect to any of the Portfolio assets allocated for management by the Adviser, the Adviser can request that the Manager will make the investment decisions with respect to that portion of assets which the Adviser deems should be invested in short-term money market instruments. The Manager agrees to provide this service.) The Manager will instruct the Trust’s 's Custodian(s) to hold and/or transfer the Portfolios’ ' assets in accordance with Proper Instructions received from the Adviser. (For this purpose, the term “"Proper Instructions” " shall have the meaning(s) specified in the applicable agreement(s) between the Trust and its custodian(s), but generally refers to a writing by the representatives of the Adviser who have been authorized by the Trust’s Board from time to time to provide instructions to the Trust’s Custodian. For the purpose of clarification, “Proper Instructions” can be instructions in any format, including without limitation, electronic instructions, that are agreed upon by the Adviser and the Trust’s Custodian.) The Adviser shall not have the authority to cause the Manager or the Trust to deliver securities or other property, or pay cash to the Adviser other than payment of the management fee provided for in this Agreement. The Adviser will not be responsible for the cost of securities or brokerage commissions or any other Trust expenses except as specified in this AgreementAgreement and at no time will be responsible for or have custody of the Portfolio’s assets.

Duties of the Adviser. The Manager employs and the Trust appoint the Adviser to manage the investment and reinvestment of such portion, if any, of the Portfolios’ Funds' assets as is designated by the Manager from time to time, and, with respect to such assets, to continuously review, supervise, and administer the investment program of the PortfoliosFunds, to determine in the Adviser’s 's discretion the securities assets to be purchased or sold, to provide the Manager and the Trust with records concerning the Adviser’s 's activities which the Trust is required to maintain, and to render regular reports to the Manager and to the Trust’s 's officers and Trustees Board concerning the Adviser’s 's discharge of the foregoing responsibilities. The Adviser shall discharge the foregoing responsibilities (1) in conformity with all applicable securities law, including but not limited to the Investment Company Act, the Advisers Act, the Commodity Exchange Act, as amended, the Securities Act of 1933, as amended, (“Securities Act”), and the Securities Exchange Act of 1934, as amended (“Exchange Act”), (2) subject to the Manager’s 's oversight and the control of the officers and the Trustees Board of the Trust and in compliance with such policies as the Trustees Board may from time to time establish, and (3) in compliance with the objectives, policies, and limitations for each such Portfolio Fund set forth in the Trust’s 's current registration statement as amended from time to time and applicable laws and regulations, and (4) in compliance with such other investment guidelines or restrictions established from time to time by the Manager or the Trust and agreed to by the Adviser which shall be communicated in writing by the Manager to Adviser in advance. The Adviser accepts such employment appointment and agrees to render the services for the compensation specified herein and to provide at its own expense the office space, furnishings and equipment and the personnel required by it to perform the services on the terms and for the compensation provided herein. (With respect to any of the Portfolio Fund assets allocated for management by the Adviser, the Adviser can request that the Manager will make the investment decisions with respect to that portion of assets which any residual cash in the Adviser deems should be invested in short-term money market instrumentsFund. The Manager agrees to provide this service.) The Adviser has categorized the Trust as a professional client (as defined in the rules, guidance, principles and codes comprised in the Handbook of Rules and Guidance issued by the FCA (the “FCA Rules”)) and the Adviser will provide its services hereunder on that basis. The Trust has the right to request that the Adviser categorize it as a retail client (as defined in the FCA Rules) either generally or in specific circumstances. However, it is the Adviser’s policy not to agree to such requests from its clients. The Manager will instruct the Trust’s Custodian(s's custodian(s) to hold and/or transfer the Portfolios’ Funds' assets in accordance with Proper Instructions received from the Adviser. (For this purpose, the term “"Proper Instructions” " shall have the meaning(s) specified in the applicable agreement(s) between the Trust and its custodian(s), but generally refers to a writing by the representatives of the Adviser who have been authorized by the Board from time to time to provide instructions to the Trust’s custodian. For the purpose of clarification, “Proper Instructions” can be instructions in any format, including without limitation, electronic instructions that are agreed upon in writing by the Adviser and the Trust’s custodian.) The Adviser is authorized on behalf of the Funds, and consistent with the investment discretion delegated to the Adviser herein, to: (i) negotiate the terms of any documents including without limitation, futures and options transactions, brokerage agreements, clearing agreements, account documentation, futures and option agreements, swap agreements, and other investment related agreements required to meet the obligations of the Trust with respect to any investments made for the Funds. Such documentation includes but may not be limited to any market and/or industry standard documentation and the standard representations contained therein. Adviser is authorized on behalf of Manager to make all elections required in such agreements, instruments and documentation and make and to receive all related notices from brokers or other counterparties. Manager also authorizes Adviser as agent and attorney-in-fact to make transactions in futures contracts and options on futures contracts on margin, for the Portfolio, and authorizes each broker with whom Adviser makes such transactions to follow its instructions with respect to such transactions. Manager understands and agrees that Adviser will determine that such transactions are permitted before instructing a broker to enter into such transactions and that any broker receiving an order for any such transaction will have no independent obligation to ensure that the transactions are consistent with the Trust’s registration statement or the Fund’s investment guidelines; and (ii) acknowledge the receipt of brokers’ risk disclosure statements, electronic trading disclosure statements and similar disclosures, provided, however, that (a) the Adviser shall be responsible for ensuring that any such representations are consistent with the relevant Fund’s investment policies and other governing documents with respect to the investment policies and governing documents applicable to the investments managed by the Adviser; (b) with the reasonable assistance of the Manager, the Adviser shall be responsible for providing all notifications and delivering all documents required to be provided or delivered by a Fund under such documentation; and (c) the Adviser shall promptly notify the Manager of any event of default, potential event of default that in the Adviser’s sole discretion is likely to occur or termination event affecting a Fund under such documentation. The Adviser further shall have the authority to instruct the custodian to: (i) pay cash for property delivered for the Funds, (ii) deliver or accept delivery of, upon receipt of payment or payment upon receipt of, commodities or other property underlying any futures or options contracts, and other property purchased or sold for the Funds; (iii) deposit margin or collateral which shall include the transfer of money or other property to the extent necessary to meet the obligations of the Funds with respect to any investments made pursuant to the Trust’s registration statement, provided, however, that unless otherwise approved by the Manager, any such deposit of margin or collateral shall be effected by transfer or segregation within an account maintained for the Funds by its custodian subject to control agreement, acceptable in form and substance to the Manager, pursuant to which such custodian agrees and accepts entitlement, orders or instructions from the secured party with respect to such margin or collateral. The Adviser shall not have the authority to cause the Manager or the Trust to deliver property or pay cash to the Adviser other than payment of the management fee provided for in this Agreement. The Adviser will not be responsible for the cost of securities or brokerage commissions or any other Trust expenses except as specified in this Agreement.

Duties of the Adviser. The Manager employs the Adviser to manage the investment and reinvestment of such portion, if any, of the Portfolios’ Fund’s assets as is designated by the Manager from time to timetime (the “Portfolio”), and, with respect to such assets, and to continuously review, supervise, and administer the investment program of the PortfoliosPortfolio, to determine in the Adviser’s 's discretion the securities to be purchased or sold, to provide the Manager and the Trust with records concerning the Adviser’s 's activities which the Trust is required to maintain, and to render regular reports to the Manager and to the Trust’s 's officers and Trustees concerning the Adviser’s 's discharge of the foregoing responsibilities. The Portfolio shall initially be allocated, as determined by the Manager, into two sub-portfolios (each, a “Sub-Portfolio”), and each Sub-Portfolio shall be subject to the guidelines as agreed from time-to-time by the parties. The Adviser shall discharge the foregoing responsibilities subject to the Manager’s 's oversight and the control of the officers and the Trustees of the Trust and in compliance with such policies as the Trustees may from time to time establish, and in compliance with the objectives, policies, and limitations for each of such Portfolio set forth in the Guidelines and the Trust’s 's current registration statement as amended from time to time and applicable laws and regulations; provided, however, that to the extent there is any discrepancy between the Guidelines and the registration statement, the Guidelines shall control. The Adviser accepts such employment and agrees to render the services for the compensation specified herein and to provide at its own expense the office space, furnishings and equipment and the personnel required by it to perform the services on the terms and for the compensation provided herein. (With respect to any of the Portfolio Portfolio’s assets allocated for management by the Adviser, the Adviser can request that the Manager will make the investment decisions with respect to that portion of assets which the Adviser deems should be invested in short-term money market instruments. The Manager agrees to provide this service.) The Manager will instruct the Trust’s 's Custodian(s) to hold and/or transfer the Portfolios’ Portfolio’s assets in accordance with Proper Instructions received from the Adviser. (For this purpose, the term “"Proper Instructions” " shall have the meaning(s) specified in the applicable agreement(s) between the Trust and its custodian(s).) . The Advisor shall not have the authority to cause the Manager or the Trust to deliver securities or other property, or pay cash to the Adviser other than payment of the management fee provided for in this Agreement. The Adviser will not be responsible for the cost of securities or brokerage commissions or any other Trust expenses except as specified in this Agreement. The Adviser is not required to take any action or to render investment-related advice with respect to lawsuits involving the Portfolios or the Trust, including those involving securities presently or formerly held in the Portfolio, or the issuers thereof, including actions involving bankruptcy. In the case of notices of class action suits received by the Adviser involving issuers presently or formerly held in the Portfolio, the Adviser shall promptly forward such notices to the custodian and may provide information about the Portfolios to third parties for purposes of participating in any settlements relating to such class action.

Duties of the Adviser. The Manager employs the Adviser to manage the investment and reinvestment of such portion, if any, of the Portfolios’ Portfolio’s assets as is designated by the Manager from time to time, and, with respect to such assets, to continuously review, supervise, and administer the investment program of the PortfoliosPortfolio, to determine in the Adviser’s 's discretion the securities to be purchased or sold, to provide the Manager and the Trust with records concerning the Adviser’s 's activities which the Trust is required to maintain, and to render regular reports to the Manager and to the Trust’s 's officers and Trustees concerning the Adviser’s 's discharge of the foregoing responsibilities. The Adviser shall discharge the foregoing responsibilities subject to the Manager’s 's oversight and the control of the officers and the Trustees of the Trust and in compliance with such policies as the Trustees may from time to time establish, and in compliance with the objectives, policies, and limitations for each of such Portfolio set forth in the Trust’s 's current registration statement as amended from time to time and applicable laws and regulations. The Adviser accepts such employment and agrees to render the services for the compensation specified herein and to provide at its own expense the office space, furnishings and equipment and the personnel required by it to perform the services on the terms and for the compensation provided herein. (With respect to any of the Portfolio Portfolio’s assets allocated for management by the Adviser, the Adviser can request that the Manager will make the investment decisions with respect to that portion of assets which the Adviser deems should be invested in short-term money market instruments. The Manager agrees to provide this service.) The Manager will instruct the Trust’s 's Custodian(s) to hold and/or transfer the Portfolios’ Portfolio’s assets in accordance with Proper Instructions received from the Adviser. (For this purpose, the term “"Proper Instructions” " shall have the meaning(s) specified in the applicable agreement(s) between the Trust and its custodian(s).) The Adviser is authorized on behalf of the Portfolio, and consistent with the investment discretion delegated to the Adviser herein, to: (i) enter into agreements and execute any documents (e.g. any derivatives documentation such as exchange traded and over-the-counter, as applicable) required to meet the obligations of the Trust with respect to any investments made for the Portfolio. Such documentation includes but may not be limited to any market and/or industry standard documentation and the standard representations contained therein; and (ii) acknowledge the receipt of brokers’ risk disclosure statements, electronic trading disclosure statements and similar disclosures, provided, however, that (a) the Adviser shall be responsible for ensuring that any such representations are accurate and consistent with the Portfolio’s investment policies and other governing documents; (b) the Adviser shall be responsible for providing all notifications and delivering all documents required to be provided or delivered by the Portfolio under such documentation; and (c) the Adviser shall immediately notify the Manager of any event of default, potential event of default or termination event affecting the Portfolio under such documentation. The Adviser further shall have the authority to instruct the custodian to: (i) pay cash for securities and other property delivered for the Portfolio, (ii) deliver or accept delivery of, upon receipt of payment or payment upon receipt of, securities, commodities or other property underlying any futures or options contracts, and other property purchased or sold for the Portfolio; (iii) deposit margin or collateral which shall include the transfer of money, securities or other property to the extent necessary to meet the obligations of the Portfolio with respect to any investments made pursuant to the Trust’s registration statement, provided, however, that unless otherwise approved by the Manager, any such deposit margin or collateral shall be effected by transfer or segregation within an account maintained for the Portfolio by its custodian subject to a control agreement, acceptable in form and substance to the Manager, pursuant to which such custodian agrees and accepts entitlement, orders or instructions from the secured party with respect to such margin or collateral. The Adviser shall not have the authority to cause the Manager or the Trust to deliver securities or other property, or pay cash to the Adviser other than payment of the management fee provided for in this Agreement. The Adviser will not be responsible for the cost of securities or brokerage commissions or any other Trust expenses except as specified in this Agreement.

Duties of the Adviser. The Manager employs the Adviser to manage the investment and reinvestment of such portion, if any, of the Portfolios’ assets as is designated by the Manager from time to time, and, with respect to such assets, to continuously review, supervise, and administer the investment program of the Portfolios, to determine in the Adviser’s discretion the securities to be purchased or sold, to provide the Manager and the Trust with records concerning the Adviser’s activities which the Trust is required to maintain, and to render regular reports to the Manager and to the Trust’s officers and Trustees concerning the Adviser’s discharge of the foregoing responsibilities. The Adviser shall discharge the foregoing responsibilities subject to the Manager’s oversight and the control of the officers and the Trustees of the Trust and in compliance with such policies as the Trustees may from time to time establish, and in compliance with the objectives, policies, and limitations for each such Portfolio set forth in the Trust’s current registration statement as amended from time to time and applicable laws and regulations. The Adviser accepts such employment and agrees to render the services for the compensation specified herein and to provide at its own expense the office space, furnishings and equipment and the personnel required by it to perform the services on the terms and for the compensation provided herein. (With respect to any of the Portfolio assets allocated for management by the Adviser, the Adviser can request that the Manager make the investment decisions with respect to that portion of assets which the Adviser deems should be invested in short-term money market instruments. The Manager agrees to provide this service.) The Manager will instruct the Trust’s Custodian(s) to hold and/or transfer the Portfolios’ assets in accordance with Proper Instructions received from the Adviser. (For this purpose, the term “Proper Instructions” shall have the meaning(s) specified in the applicable agreement(s) between the Trust and its custodian(s).) The Adviser will not be responsible for the cost of securities or brokerage commissions or any other Trust expenses except as specified in this Agreement. Adviser explicitly acknowledges that (a) Manager retains sole discretion to decide whether and when to allocate Fund assets to Adviser for management, (b) Manager is not obligated to allocate to Adviser for management any minimum amount of assets for any time period, and (c) neither Manager nor any other party or person has made any binding commitment to Adviser to allocate any minimum amount of assets to Adviser’s management for any period of time in order to induce Adviser to enter into this Agreement or to take any related or other actions. Nothing herein authorizes Manager to allocate to Adviser for management Fund assets in excess of capacity limits at Adviser that are agreed to from time to time between Adviser and Manager.

Duties of the Adviser. The Manager Trust employs the Adviser to manage the investment and reinvestment of such portionthe assets, if anyto hire (subject to the approval of the Trust’s Board of Trustees and, except as otherwise permitted under the terms of any exemptive relief granted by the Securities and Exchange Commission (the “SEC”), or by rule or regulation, by “vote of a majority of the outstanding voting securities” of each applicable Portfolio, as that term is defined in the 0000 Xxx) and thereafter supervise the investment activities of one or more sub-advisers deemed necessary to carry out the investment program of the Portfolios’ assets as is designated by the Manager from time to time, and, with respect to such assets, and to continuously review, supervise, supervise and (where appropriate) administer the investment program of the Portfolios, to determine in the Adviser’s its discretion (where appropriate) the securities to be purchased or sold, to provide the Manager Trust’s administrator (the “Administrator”) and the Trust with records concerning the Adviser’s activities which the Trust is required to maintain, and to render regular reports to the Manager Administrator and to the Trust’s officers and Trustees concerning the Adviser’s discharge of the foregoing responsibilities. The retention of any sub-adviser by the Adviser (if any) shall not relieve the Adviser of its responsibilities under this Agreement. The Trust hereby constitutes and appoints the Adviser as the Trust’s true and lawful representative and attorney-in-fact, with full power of delegation (to any one or more sub-advisers), in the Fund’s name, place and stead, to make, execute, sign and acknowledge all agreements, contracts and other documentation; including, but not limited to, subscription agreements and ISDA agreements, and establish trading accounts on behalf of the Portfolios as in the Adviser’s judgment are necessary or desirable for the Adviser to implement the investment policies of the Portfolios by purchasing, selling and redeeming its assets and placing orders for such purchases and sales. The Adviser shall discharge the foregoing responsibilities subject to the Manager’s oversight and the control of the officers and the Board of Trustees of the Trust and in compliance with the Prospectus (as defined below), such policies as the Trustees may from time to time establish, and in compliance with the objectives, policies, and limitations for each such Portfolio set forth in the Portfolios as established by the Board of Trustees of the Trust’s current registration statement as amended from time to time , and applicable laws and regulations. The Adviser accepts such employment and agrees agrees, at its own expense, to render the services for the compensation specified herein and to provide at its own expense the office space, furnishings and equipment and the personnel (including any sub-advisers) required by it to perform the services on the terms and for the compensation provided herein. (With respect to any of the Portfolio assets allocated for management by the Adviser, the Adviser can request that the Manager make the investment decisions with respect to that portion of assets which the Adviser deems should be invested in short-term money market instruments. The Manager agrees to provide this service.) The Manager will instruct the Trust’s Custodian(s) to hold and/or transfer the Portfolios’ assets in accordance with Proper Instructions received from the Adviser. (For this purpose, the term “Proper Instructions” shall have the meaning(s) specified in the applicable agreement(s) between the Trust and its custodian(s).) The Adviser will not be responsible not, however, pay for the cost of securities or securities, commodities, and other investments (including brokerage commissions and other transaction charges, if any) purchased or any other Trust expenses except as specified in this Agreementsold for the Trust.

Duties of the Adviser. (a) The Manager employs the Adviser to manage the investment and reinvestment of such portion, if any, of the Portfolios’ ' assets as is designated by the Manager from time to time, and, with respect to such assets, to continuously review, supervise, and administer the investment program of the Portfolios, to determine in the Adviser’s 's discretion the securities to be purchased or sold, to provide the Manager and the Trust with records concerning the Adviser’s 's activities which the Trust is required to maintain, and to render regular reports to the Manager and to the Trust’s 's officers and Trustees concerning the Adviser’s 's discharge of the foregoing responsibilities. The Adviser shall discharge the foregoing responsibilities subject to the Manager’s 's oversight and the control of the officers and the Trustees of the Trust and in compliance with such policies as the Trustees may from time to time establish, and in compliance with the objectives, policies, and limitations for each such Portfolio set forth in the Trust’s 's current registration statement Registration Statement as amended from time to time and applicable laws and regulations. The Adviser accepts such employment and agrees to render the services for the compensation specified herein and to provide at its own expense the office space, furnishings and equipment and the personnel required by it to perform the services on the terms and for the compensation provided herein. (With respect to any of the Portfolio assets allocated for management by the Adviser, the Adviser can request that the Manager will make the investment decisions with respect to that portion of assets which the Adviser deems should be invested in short-term money market instruments. The Manager agrees to provide this service.) The Manager will instruct the Trust’s Custodian(s's custodian(s) to hold and/or transfer the Portfolios’ ' assets in accordance with Proper Instructions received from the Adviser. (For this purpose, the term “"Proper Instructions” " shall have the meaning(s) specified in the applicable agreement(s) between the Trust and its custodian(s).) The Trust or the Manager shall notify the Adviser of the identities of its custodian banks and the custody arrangements therewith with respect to the assets to be managed by the Adviser and shall give the Adviser written notice of any changes in such custodian banks or custody arrangements that relate to Adviser’s obligations under this Agreement. The Adviser is authorized on behalf of the Portfolios, and consistent with the investment discretion delegated to the Adviser herein, to: (i) enter into agreements and execute any documents (e.g. any derivatives documentation such as exchange traded and over-the-counter, as applicable) required to meet the obligations of the Trust with respect to any investments made for the Portfolios. Such documentation includes but may not be limited to any market and/or industry standard documentation and the standard representations contained therein; and (ii) acknowledge the receipt of brokers’ risk disclosure statements, electronic trading disclosure statements and similar disclosures, provided, however, that (a) the Adviser shall be responsible for ensuring that any such representations are accurate and consistent with the relevant Portfolio’s investment policies and other governing documents; (b) the Adviser shall be responsible for providing all notifications and delivering all documents required to be provided or delivered by a Portfolio under such documentation; and (c) the Adviser shall immediately notify the Manager of any event of default, potential event of default or termination event affecting a Portfolio under such documentation. The Adviser further shall have the authority to instruct the custodian to: (i) pay cash for securities and other property delivered for the Portfolios, (ii) deliver or accept delivery of, upon receipt of payment or payment upon receipt of, securities, commodities or other property underlying any futures or options contracts, and other property purchased or sold for the Portfolios; (iii) deposit margin or collateral which shall include the transfer of money, securities or other property to the extent necessary to meet the obligations of the Portfolios with respect to any investments made pursuant to the Trust’s registration statement, provided, however, that unless otherwise approved by the Manager, any such deposit margin or collateral shall be effected by transfer or segregation within an account maintained for the Portfolios by its custodian subject to a control agreement, acceptable in form and substance to the Manager, pursuant to which such custodian agrees and accepts entitlement, orders or instructions from the secured party with respect to such margin or collateral. The Adviser shall not have the authority to cause the Manager or the Trust to deliver securities or other property, or pay cash to the Adviser other than payment of the management fee provided for in this Agreement. The Adviser will not be responsible for the cost of securities or brokerage commissions or any other Trust expenses except as specified in this Agreement.

Duties of the Adviser. The Manager employs the Adviser to manage the investment and reinvestment of such portion, if any, of the Portfolios’ ' assets as is designated by the Manager from time to time, and, with respect to such assets, to continuously review, supervise, and administer the investment program of the Portfolios, to determine in the Adviser’s 's discretion the securities to be purchased or sold, to provide the Manager and the Trust with records concerning the Adviser’s 's activities which the Trust is required to maintain, and to render regular reports to the Manager and to the Trust’s 's officers and Trustees concerning the Adviser’s 's discharge of the foregoing responsibilities. The Adviser shall discharge the foregoing responsibilities subject to the Manager’s 's oversight and the control of the officers and the Trustees of the Trust and in compliance with such policies as the Trustees may from time to time establish, and in compliance with the objectives, policies, and limitations for each such Portfolio set forth in the Trust’s 's current registration statement as amended from time to time and applicable laws and regulations. The Adviser accepts such employment and agrees to render the services for the compensation specified herein and to provide at its own expense the office space, furnishings and equipment and the personnel required by it to perform the services on the terms and for the compensation provided herein. (With respect to any of the Portfolio portfolio assets allocated for management by the Adviser, the Adviser can request that the Manager shall make the investment decisions with respect to that portion of assets which the Adviser deems should be invested in short-term money market instruments. The Manager agrees to provide this service.) . The Manager will instruct the Trust’s 's Custodian(s) to hold and/or transfer the Portfolios’ ' assets in accordance with Proper Instructions received from the Adviser. (For this purpose, the term “"Proper Instructions” " shall have the meaning(s) specified in the applicable agreement(s) between the Trust and its custodian(s).) The Adviser will not be responsible for the cost of securities or brokerage commissions or any other Trust expenses except as specified in this Agreement.

Duties of the Adviser. The Manager employs the Adviser to manage the investment and reinvestment of such portion, if any, of the Portfolios’ ' assets as is designated by the Manager from time to time, and, with respect to such assets, to continuously review, supervise, and administer the investment program of the Portfolios, to determine in the Adviser’s 's discretion the securities to be purchased or sold, to provide the Manager and the Trust with records concerning the Adviser’s 's activities which the Trust is required to maintain, and to render regular reports to the Manager and to the Trust’s 's officers and Trustees concerning the Adviser’s 's discharge of the foregoing responsibilities. The Adviser shall discharge the foregoing responsibilities subject to the Manager’s 's oversight and the control of the officers and the Trustees of the Trust and in compliance with such policies as the Trustees may from time to time establish, and in compliance with the objectives, policies, and limitations for each such Portfolio set forth in the Trust’s 's current registration statement as amended from time to time and applicable laws and regulations. The Manager acknowledges that the Adviser is not the compliance agent for the Portfolios or the Manager, and does not have access to all of the Portfolios’ books and records necessary to perform certain compliance testing. However, to the extent the Adviser has agreed to perform the services specified in this Agreement, the Adviser shall perform compliance testing based upon its books and records with respect to the Portfolio(s), which comprise a portion of the Portfolios’ books and records, and upon information and written instructions received from the Portfolio(s) and/or the Manager. The Adviser accepts such employment and agrees to render the services for the compensation specified herein and to provide at its own expense the office space, furnishings and equipment and the personnel required by it to perform the services on the terms and for the compensation provided herein. (With respect to any of the Portfolio assets allocated for management by the Adviser, the Adviser can request that the Manager will make the investment decisions with respect to that portion of assets which the Adviser deems should be invested in short-term money market instruments. The Manager agrees to provide this service.) The Manager will instruct the Trust’s 's Custodian(s) to hold and/or transfer the Portfolios’ ' assets in accordance with Proper Instructions received from the Adviser. (For this purpose, the term “"Proper Instructions” " shall have the meaning(s) specified in the applicable agreement(s) between the Trust and its custodian(s).) The Adviser will not be responsible for the cost of securities or brokerage commissions or any other Trust expenses except as specified in this Agreement, and shall not be responsible for providing fund administration services, such as fund accounting and tax services, to the Portfolios. Manager has made available or will make available to Adviser current copies and supplements thereto of the Portfolios’ Prospectus and Statement of Additional Information, and will promptly make available to it all future amendments and supplements, if any. Manager shall provide the Adviser with reasonable advance notice of (i) any change to a Portfolio’s investment objectives, policies and/or restrictions, and (ii) any change to the Trust’s compliance policies and procedures that are reasonably likely to affect the management of the Portfolios or that otherwise relate to the Adviser’s duties hereunder.

Duties of the Adviser. The Manager employs the Adviser to manage the investment and reinvestment of such portion, if any, of the Portfolios’ ' assets as is designated by the Manager from time to time, and, with respect to such assets, to continuously review, supervise, and administer the investment program of the Portfolios, to determine in the Adviser’s 's sole discretion the securities to be purchased or sold, to provide the Manager and the Trust with records concerning the Adviser’s 's activities which the Trust is required to maintain, and to render regular reports to the Manager and to the Trust’s 's officers and Trustees concerning the Adviser’s 's discharge of the foregoing responsibilities. The Adviser shall discharge the foregoing responsibilities subject to the Manager’s 's oversight and the control of the officers and the Trustees of the Trust and in compliance with such policies as the Trustees may from time to time establish, and in compliance with the objectives, policies, and limitations for each such Portfolio set forth in the Trust’s 's current registration statement as amended from time to time and applicable laws and regulations. The Adviser accepts such employment and agrees to render the services for the compensation specified herein and to provide at its own expense the office space, furnishings and equipment and the personnel required by it to perform the services on the terms and for the compensation provided herein. (With respect to any of the Portfolio assets allocated for management by the Adviser, the Adviser can request that the Manager will make the investment decisions with respect to that portion of assets which the Adviser deems should be invested in short-term money market instruments. The Manager agrees to provide this service.) The Manager will instruct the Trust’s 's Custodian(s) to hold and/or transfer the Portfolios’ ' assets in accordance with Proper Instructions received from the Adviser. (For this purpose, the term “"Proper Instructions” " shall have the meaning(s) specified in the applicable agreement(s) between the Trust and its custodian(s).) The Adviser is authorized on behalf of the Portfolios, and consistent with the investment discretion delegated to the Adviser herein, to: (i) enter into agreements and execute any documents (e.g. any derivatives documentation such as exchange traded and over-the-counter, as applicable) required to meet the obligations of the Trust with respect to any investments made for the Portfolios. Such documentation includes but may not be limited to any market and/or industry standard documentation and the standard representations contained therein; and (ii) acknowledge the receipt of brokers’ risk disclosure statements, electronic trading disclosure statements and similar disclosures, provided, however, that (a) the Adviser shall be responsible for ensuring that any such representations are accurate and consistent with the relevant Portfolio’s investment policies and other governing documents; (b) the Adviser shall be responsible for providing all notifications and delivering all documents required to be provided or delivered by a Portfolio under such documentation; and (c) the Adviser shall immediately notify the Manager of any event of default, potential event of default or termination event affecting a Portfolio under such documentation. The Adviser further shall have the authority to instruct the custodian to: (i) pay cash for securities and other property delivered for the Portfolios, (ii) deliver or accept delivery of, upon receipt of payment or payment upon receipt of, securities, commodities or other property underlying any futures or options contracts, and other property purchased or sold for the Portfolios; (iii) deposit margin or collateral which shall include the transfer of money, securities or other property to the extent necessary to meet the obligations of the Portfolios with respect to any investments made pursuant to the Trust’s registration statement, provided, however, that unless otherwise approved by the Manager, any such deposit margin or collateral shall be effected by transfer or segregation within an account maintained for the Portfolios by its custodian subject to a control agreement, acceptable in form and substance to the Manager, pursuant to which such custodian agrees and accepts entitlement, orders or instructions from the secured party with respect to such margin or collateral. The Adviser shall not have the authority to cause the Manager or the Trust to deliver securities or other property, or pay cash to the Adviser other than payment of the management fee provided for in this Agreement. The Adviser will not be responsible for the cost of securities or brokerage commissions or any other Trust expenses except as specified in this Agreement.

Duties of the Adviser. The Manager employs the Adviser to manage the investment and reinvestment of such portion, if any, of the Portfolios’ assets as is designated by the Manager from time to time, and, with respect to such assets, to continuously review, supervise, and administer the investment program of the Portfolios, to determine in the Adviser’s discretion the securities to be purchased or sold, to provide the Manager and the Trust with records concerning the Adviser’s activities which the Trust is required to maintain, and to render regular reports to the Manager and to the Trust’s officers and Trustees concerning the Adviser’s discharge of the foregoing responsibilities. The Adviser shall discharge the foregoing responsibilities subject to the Manager’s oversight and the control of the officers and the Trustees of the Trust and in compliance with such policies as the Trustees may from time to time establish, and in compliance with the objectives, policies, and limitations for each such Portfolio set forth in the Trust’s current registration statement as amended from time to time and applicable laws and regulations. The Adviser accepts such employment and agrees to render the services for the compensation specified herein and to provide at its own expense the office space, furnishings and equipment and the personnel required by it to perform the services on the terms and for the compensation provided herein. (With respect to any of the Portfolio assets allocated for management by the Adviser, the Adviser can request that the Manager make the investment decisions with respect to that portion of assets which the Adviser deems should be invested in short-term money market instruments. The Manager agrees to provide this service.) The Manager will instruct the Trust’s Custodian(s) to hold and/or transfer the Portfolios’ assets in accordance with Proper Instructions received from the Adviser. (For this purpose, the term “Proper Instructions” shall have the meaning(s) specified in the applicable agreement(s) between the Trust and its custodian(s).) The Adviser will not be responsible for the cost of securities or brokerage commissions or any other Trust expenses except as specified in this Agreement. Unless the Adviser otherwise agrees in writing, the Adviser will not advise or take any action on behalf of the Trust in any legal proceedings, including bankruptcies or class actions, involving securities held or formerly held in the Trust’s account or the issuers of those securities.

Duties of the Adviser. The Manager employs the Adviser to manage the investment and reinvestment of such portion, if any, of the Portfolios’ ' assets as is designated by the Manager from time to time, and, with respect to such assets, to continuously review, supervise, and administer the investment program of the Portfolios, to determine in the Adviser’s 's discretion the securities to be purchased or sold, to provide the Manager and the Trust Trust, or such other party as directed by Manager, with records concerning the Adviser’s 's activities which the Trust is required to maintainmaintain or which the Manager may reasonably request, and to render regular reports to the Manager and to the Trust’s 's officers and Trustees concerning the Adviser’s 's discharge of the foregoing responsibilities. The Adviser shall discharge the foregoing responsibilities subject to the Manager’s 's oversight and the control of the officers and the Trustees of the Trust and in compliance with such policies as the Trustees may from time to time establish, and in compliance with the objectives, policies, and limitations for each such Portfolio set forth in the Trust’s 's current registration statement as amended from time to time and applicable laws and regulations. The Adviser accepts such employment and agrees to render the services for the compensation specified herein and to provide at its own expense the office space, furnishings and equipment and the personnel required by it to perform the services on the terms and for the compensation provided herein. (With respect to any of the Portfolio assets allocated for management by the Adviser, the Adviser can request that the Manager will make the investment decisions with respect to that portion of assets which the Adviser deems should be invested in short-term money market instruments. The Manager agrees to provide this service.) The Manager will instruct the Trust’s 's Custodian(s) to hold and/or transfer the Portfolios’ ' assets in accordance with Proper Instructions received from the Adviser. (For this purpose, the term “"Proper Instructions” " shall have the meaning(s) specified in the applicable agreement(s) between the Trust and its custodian(s).) The Adviser is authorized on behalf of the Portfolios, and consistent with the investment discretion delegated to the Adviser herein, to: (i) enter into agreements and execute any documents (e.g. any derivatives documentation such as exchange traded and over-the-counter, as applicable) required to meet the obligations of the Trust with respect to any investments made for the Portfolios. Such documentation includes but may not be limited to any market and/or industry standard documentation and the standard representations contained therein; and (ii) acknowledge the receipt of brokers’ risk disclosure statements, electronic trading disclosure statements and similar disclosures, provided, however, that (a) the Adviser shall be responsible for ensuring that any such representations are accurate and consistent with the relevant Portfolio’s investment policies and other governing documents; (b) the Adviser shall be responsible for providing all notifications and delivering all documents required to be provided or delivered by a Portfolio under such documentation; and (c) the Adviser shall immediately notify the Manager of any event of default, potential event of default or termination event affecting a Portfolio under such documentation. The Adviser further shall have the authority to instruct the custodian to: (i) pay cash for securities and other property delivered for the Portfolios, (ii) deliver or accept delivery of, upon receipt of payment or payment upon receipt of, securities, commodities or other property underlying any futures or options contracts, and other property purchased or sold for the Portfolios; (iii) deposit margin or collateral which shall include the transfer of money, securities or other property to the extent necessary to meet the obligations of the Portfolios with respect to any investments made pursuant to the Trust’s registration statement, provided, however, that unless otherwise approved by the Manager, any such deposit margin or collateral shall be effected by transfer or segregation within an account maintained for the Portfolios by its custodian subject to a control agreement, acceptable in form and substance to the Manager, pursuant to which such custodian agrees and accepts entitlement, orders or instructions from the secured party with respect to such margin or collateral. The Adviser shall not have the authority to cause the Manager or the Trust to deliver securities or other property, or pay cash to the Adviser other than payment of the management fee provided for in this Agreement. The Adviser will not be responsible for the cost of securities or brokerage commissions or any other Trust expenses except as specified in this Agreement.

Duties of the Adviser. The Manager employs the Adviser to manage the investment and reinvestment of such portion, if any, of the Portfolios’ ' assets as is designated by the Manager from time to time, and, with respect to such assets, to continuously review, supervise, and administer the investment program of the Portfolios, to determine in the Adviser’s 's sole discretion the securities to be purchased or sold, to provide the Manager and the Trust with records concerning the Adviser’s 's activities which the Trust is required to maintainmaintain pursuant to Section 7 of this Agreement, and to render regular reports to the Manager and to the Trust’s 's officers and Trustees concerning the Adviser’s 's discharge of the foregoing responsibilities. The Adviser shall discharge the foregoing responsibilities subject to the Manager’s 's oversight and the control of the officers and the Trustees of the Trust and in compliance with such policies as the Trustees may from time to time establish, and in compliance with the objectives, policies, and limitations for each such Portfolio set forth in the Trust’s 's current registration statement as amended from time to time and applicable laws and regulations. The Adviser accepts such employment and agrees to render the services for the compensation specified herein and to provide at its own expense the office space, furnishings and equipment and the personnel required by it to perform the services on the terms and for the compensation provided herein. (With respect to any of the Portfolio assets allocated for management by the Adviser, the Adviser can request that the Manager will make the investment decisions with respect to that portion of assets which the Adviser deems should be invested in short-term money market instruments. The Manager agrees to provide this service.) The Manager will instruct the Trust’s 's Custodian(s) to hold and/or transfer the Portfolios’ ' assets in accordance with Proper Instructions received from the Adviser. (For this purpose, the term “"Proper Instructions” " shall have the meaning(s) specified in the applicable agreement(s) between the Trust and its custodian(s).) The Adviser will not be responsible for the cost of securities or brokerage commissions or any other Trust expenses except as specified in this Agreement.

Duties of the Adviser. The Manager employs the Adviser to manage the investment and reinvestment of such portion, if any, of the Portfolios’ Portfolio’s assets as is designated by the Manager from time to time, and, with respect to such assets, to continuously review, supervise, and administer the investment program of the PortfoliosPortfolio, to determine in the Adviser’s 's discretion the securities to be purchased or sold, to provide the Manager and the Trust with records concerning the Adviser’s 's activities which the Trust is required to maintain, and to render regular reports to the Manager and to the Trust’s 's officers and Trustees concerning the Adviser’s 's discharge of the foregoing responsibilities. The Adviser shall discharge the foregoing responsibilities subject to the Manager’s 's oversight and the control of the officers and the Trustees of the Trust and in compliance with such policies as the Trustees may from time to time establish, and in compliance with the objectives, policies, and limitations for each such Portfolio set forth in the Trust’s 's current registration statement as amended from time to time and applicable laws and regulations. The Adviser accepts such employment and agrees to render the services for the compensation specified herein and to provide at its own expense the office space, furnishings and equipment and the personnel required by it to perform the services on the terms and for the compensation provided herein. (With respect to any of the Portfolio assets allocated for management by the Adviser, the Adviser can request that the Manager make the investment decisions with respect to that portion of assets which the Adviser deems should be invested in short-term money market instruments. The Manager agrees to provide this service.) The Manager will instruct the Trust’s 's Custodian(s) to hold and/or transfer the Portfolios’ Portfolio’s assets in accordance with Proper Instructions received from the Adviser. (For this purpose, the term “"Proper Instructions” " shall have the meaning(s) specified in the applicable agreement(s) between the Trust and its custodian(s).) The Adviser is authorized on behalf of the Portfolio, and consistent with the investment discretion delegated to the Adviser herein, to: (i) enter into agreements and execute any documents (e.g. any derivatives documentation such as exchange traded and over-the-counter, as applicable) required to meet the obligations of the Trust with respect to any investments made for the Portfolio. Such documentation includes but may not be limited to any market and/or industry standard documentation and the standard representations contained therein; and (ii) acknowledge the receipt of brokers’ risk disclosure statements, electronic trading disclosure statements and similar disclosures, provided, however, that (a) the Adviser shall be responsible for ensuring that any such representations are accurate and consistent with the relevant Portfolio’s investment policies and other governing documents; (b) the Adviser shall be responsible for providing all notifications and delivering all documents required to be provided or delivered by the Portfolio under such documentation, and the Manager shall assist the Adviser by promptly providing copies of any documents required to be provided or delivered to which the Adviser may not otherwise have access; and (c) the Adviser shall immediately notify the Manager of any event of default, potential event of default or termination event affecting the Portfolio under such documentation. The Adviser further shall have the authority to instruct the custodian to: (i) pay cash for securities and other property delivered for the Portfolio, (ii) deliver or accept delivery of, upon receipt of payment or payment upon receipt of, securities, commodities or other property underlying any futures or options contracts, and other property purchased or sold for the Portfolio; and (iii) deposit margin or collateral which shall include the transfer of money, securities or other property to the extent necessary to meet the obligations of the Portfolio with respect to any investments made pursuant to the Trust’s registration statement, provided, however, that unless otherwise approved by the Manager, any such deposit margin or collateral shall be effected by transfer or segregation within an account maintained for the Portfolios by its custodian subject to a control agreement, acceptable in form and substance to the Manager, pursuant to which such custodian agrees and accepts entitlement, orders or instructions from the secured party with respect to such margin or collateral. The Adviser shall not have the authority to cause the Manager or the Trust to deliver securities or other property, or pay cash to the Adviser other than payment of the management fee provided for in this Agreement. The Adviser will not be responsible for the cost of securities or brokerage commissions or any other Trust expenses except as specified in this Agreement.

Duties of the Adviser. The Manager employs the Adviser to manage the investment and reinvestment of such portion, if any, of the Portfolios’ Portfolio’s assets as is designated by the Manager from time to time, and, with respect to such assets, to continuously review, supervise, and administer the investment program of the PortfoliosPortfolio, to determine in the Adviser’s 's discretion the securities to be purchased or sold, to provide the Manager and the Trust with records concerning the Adviser’s 's activities which the Trust is required to maintain, and to render regular reports to the Manager and to the Trust’s 's officers and Trustees concerning the Adviser’s 's discharge of the foregoing responsibilities. The Adviser shall discharge the foregoing responsibilities subject to the Manager’s 's oversight and the control of the officers and the Trustees of the Trust and in compliance with such policies as the Trustees may from time to time establish, and in compliance with the objectives, policies, and limitations for each of such Portfolio set forth in the Trust’s 's current registration statement as amended from time to time time, and applicable laws and regulations. The Adviser accepts such employment and agrees to render the services for the compensation specified herein and to provide at its own expense the office space, furnishings and equipment and the personnel required by it to perform the services on the terms and for the compensation provided herein. (With respect to any of the Portfolio assets allocated for management by the Adviser, the Adviser can request that the Manager will make the investment decisions with respect to that portion of assets which the Adviser deems should be invested in short-term money market instruments. The Manager agrees to provide this service.) The Manager will instruct the Trust’s 's Custodian(s) to hold and/or transfer the Portfolios’ Portfolio’s assets in accordance with Proper Instructions received from the Adviser. (For this purpose, the term “"Proper Instructions” " shall have the meaning(s) specified in the applicable agreement(s) between the Trust and its custodian(s).) The Adviser will not be responsible for the cost of securities or brokerage commissions or any other Trust expenses except as specified in this Agreement.

Duties of the Adviser. The Manager employs the Adviser to manage the investment and reinvestment of such portion, if any, of the Portfolios’ assets as is designated by the Manager from time to time, and, with respect to such assets, to continuously review, supervise, and administer the investment program of the Portfolios, to determine in the Adviser’s sole discretion the securities to be purchased or sold, to provide the Manager and the Trust with records concerning the Adviser’s activities which the Trust is required to maintainmaintain pursuant to Section 7 of this Agreement, and to render regular reports to the Manager and to the Trust’s officers and Trustees concerning the Adviser’s discharge of the foregoing responsibilities. The Adviser shall discharge the foregoing responsibilities subject to the Manager’s oversight and the control of the officers and the Trustees of the Trust and in compliance with such policies as the Trustees may from time to time establish, and in compliance with the objectives, policies, and limitations for each such Portfolio set forth in the Trust’s current registration statement as amended from time to time and applicable laws and regulations. The Adviser accepts such employment and agrees to render the services for the compensation specified herein and to provide at its own expense the office space, furnishings and equipment and the personnel required by it to perform the services on the terms and for the compensation provided herein. (With respect to any of the Portfolio assets allocated for management by the Adviser, the Adviser can request that the Manager make the investment decisions with respect to that portion of assets which the Adviser deems should be invested in short-term money market instruments. The Manager agrees to provide this service.) The Manager will instruct the Trust’s Custodian(s) to hold and/or transfer the Portfolios’ assets in accordance with Proper Instructions received from the Adviser. (For this purpose, the term “Proper Instructions” shall have the meaning(s) specified in the applicable agreement(s) between the Trust and its custodian(s).) The Adviser will not be responsible for the cost of securities or brokerage commissions or any other Trust expenses except as specified in this Agreement.this

Duties of the Adviser. The Manager employs the Adviser to manage the investment and reinvestment of such portion, if any, of the Portfolios’ ' assets as is designated by the Manager from time to time, and, with respect to such assets, to continuously review, supervise, and administer the investment program of the Portfolios, to determine in the Adviser’s 's discretion the securities to be purchased or sold, to provide the Manager and the Trust with records concerning the Adviser’s 's activities which the Trust is required to maintain, and to render regular reports to the Manager and to the Trust’s 's officers and Trustees concerning the Adviser’s 's discharge of the foregoing responsibilities. The Adviser shall discharge the foregoing responsibilities subject to the Manager’s 's oversight and the control of the officers and the Trustees of the Trust and in compliance with such policies as the Trustees may from time to time establish, and in compliance with the objectives, policies, and limitations for each such Portfolio set forth in the Trust’s 's current registration statement as amended from time to time and applicable laws and regulations. The Adviser accepts such employment and agrees to render the services for the compensation specified herein and to provide at its own expense the office space, furnishings and equipment and the personnel required by it to perform the services on the terms and for the compensation provided herein. (With respect to any of the Portfolio assets allocated for management by the Adviser, the Adviser can request that the Manager will make the investment decisions with respect to that portion of assets which the Adviser deems should be invested in short-term money market instruments. The Manager agrees to provide this service.) The Manager will instruct the Trust’s 's Custodian(s) to hold and/or transfer the Portfolios’ ' assets in accordance with Proper Instructions received from the Adviser. (For this purpose, the term “"Proper Instructions” " shall have the meaning(s) specified in the applicable agreement(s) between the Trust and its custodian(s).) The Adviser is authorized on behalf of the Portfolios, and consistent with the investment discretion delegated to the Adviser herein, to: (i) enter into agreements and execute any documents (e.g. any derivatives documentation such as exchange traded and over-the-counter, as applicable) required to meet the obligations of the Trust with respect to any investments made for the Portfolios. Such documentation includes but may not be limited to any market and/or industry standard documentation and the standard representations contained therein; and (ii) acknowledge the receipt of brokers’ risk disclosure statements, electronic trading disclosure statements and similar disclosures, provided, however, that (a) the Adviser shall be responsible for ensuring that any such representations are accurate and consistent with the relevant Portfolio’s investment policies and other governing documents; (b) the Adviser shall be responsible for providing all notifications and delivering all documents required to be provided or delivered by a Portfolio under such documentation; and (c) the Adviser shall immediately notify the Manager of any event of default, potential event of default or termination event affecting a Portfolio under such documentation. The Adviser further shall have the authority to instruct the custodian to: (i) pay cash for securities and other property delivered for the Portfolios, (ii) deliver or accept delivery of, upon receipt of payment or payment upon receipt of, securities, commodities or other property underlying any futures or options contracts, and other property purchased or sold for the Portfolios; (iii) deposit margin or collateral which shall include the transfer of money, securities or other property to the extent necessary to meet the obligations of the Portfolios with respect to any investments made pursuant to the Trust’s registration statement, provided, however, that unless otherwise approved by the Manager, any such deposit margin or collateral shall be effected by transfer or segregation within an account maintained for the Portfolios by its custodian subject to a control agreement, acceptable in form and substance to the Manager, pursuant to which such custodian agrees and accepts entitlement, orders or instructions from the secured party with respect to such margin or collateral. The Adviser shall not have the authority to cause the Manager or the Trust to deliver securities or other property, or pay cash to the Adviser other than payment of the management fee provided for in this Agreement. The Adviser will not be responsible for the cost of securities or brokerage commissions or any other Trust expenses except as specified in this Agreement.

Duties of the Adviser. The Manager employs the Adviser to manage the investment and reinvestment of such portion, if any, of the Portfolios’ ' assets as is designated by the Manager from time to time, and, with respect to such assets, to continuously review, supervise, and administer the investment program of the Portfolios, to determine in the Adviser’s 's discretion the securities to be purchased or sold, to provide the Manager and the Trust with records concerning the Adviser’s 's activities which the Trust is required to maintainmaintain which requirements shall be communicated to the Adviser, and to render regular reports in a mutually agreeable format to the Manager and to the Trust’s 's officers and Trustees concerning the Adviser’s 's discharge of the foregoing responsibilities, as the Manager or the Trust shall reasonably request. The Adviser shall discharge the foregoing responsibilities subject to the Manager’s 's oversight and the control of the officers and the Trustees of the Trust and in compliance with such policies as the Trustees may from time to time establishTrust, and in compliance with the objectives, policies, and limitations for each such Portfolio set forth in the Trust’s 's current registration statement as amended from time to time and applicable laws and regulations, and such other investment guidelines or restrictions established from time to time by the Manager or the Trust which must be communicated in writing by Manager to Adviser in advance. The Adviser accepts such employment and agrees to render the services for the compensation specified herein and to provide at its own expense the office space, furnishings and equipment and the personnel required by it to perform the services on the terms and for the compensation provided herein. (With respect to any of the Portfolio assets allocated for management by the Adviser, the Adviser can request that the Manager will make the investment decisions with respect to that portion of assets which the Adviser deems should be invested in short-term money market instruments. The Manager agrees to provide this service.) The Adviser is authorized on behalf of the Portfolios, and consistent with the investment discretion delegated to the Adviser herein, to: (i) enter into agreements and execute any documents (e.g. any derivatives documentation such as exchange traded and over-the-counter, as applicable) required to meet the obligations of the Trust with respect to any investments made for the Portfolios. Such documentation includes but may not be limited to any market and/or industry standard documentation and the standard representations contained therein; and (ii) acknowledge the receipt of brokers’ risk disclosure statements, electronic trading disclosure statements and similar disclosures, provided, however, that the Adviser shall (a) use commercially reasonable efforts to ensure that any such representations are accurate and consistent with the relevant Portfolio’s investment policies and other governing documents furnished to the Adviser; (b) provide all notifications and deliver all documents required to be provided or delivered by a Portfolio pursuant to such documentation; and (c) as soon as reasonably practicable notify the Manager will if commercially practicable under the circumstances of the actual occurrence (as evidenced by a notice from the trading counterparty pursuant to the terms of such documentation) of an event of default or termination event affecting a Portfolio. The Adviser further shall have the authority to instruct the custodian to: (i) pay cash for securities and other property delivered for the Portfolios, (ii) deliver or accept delivery of, upon receipt of payment or payment upon receipt of, securities, commodities or other property underlying any futures or options contracts, and other property purchased or sold for the Portfolios; (iii) deposit margin or collateral which shall include the transfer of money, securities or other property to the extent necessary to meet the obligations of the Portfolios with respect to any investments made pursuant to the Trust’s Custodian(s) registration statement, provided, however, that unless otherwise approved by the Manager, any such deposit of margin or collateral shall be effected by transfer or segregation within an account maintained for the Portfolios by its custodian subject to hold and/or transfer a control agreement, acceptable in form and substance to the Portfolios’ assets in accordance with Proper Instructions received Manager, pursuant to which such custodian agrees and accepts entitlement orders or instructions from the Advisersecured party with respect to such margin or collateral. (For this purpose, the term “Proper Instructions” The Adviser shall not have the meaning(s) specified in authority to cause the applicable agreement(s) between Manager or the Trust and its custodian(s).) to deliver securities or other property, or pay cash to the Adviser other than payment of the management fee provided for in this Agreement. The Adviser will not be responsible for the cost of securities or brokerage commissions or any other Trust expenses except as specified in this Agreement.

Duties of the Adviser. The Manager employs the Adviser to manage the investment and reinvestment of such portion, if any, of the Portfolios’ assets as is designated by the Manager from time to time, and, with respect to such assets, to continuously review, supervise, and administer the investment program of the Portfolios, to determine in the Adviser’s sole discretion the securities to be purchased or sold, to provide the Manager and the Trust with records concerning the Adviser’s activities which the Trust is required to maintain, and to render regular reports to the Manager and to the Trust’s officers and Trustees concerning the Adviser’s discharge of the foregoing responsibilities. The Adviser shall discharge the foregoing responsibilities subject to the Manager’s oversight and the control of the officers and the Trustees of the Trust and in compliance with such policies as the Trustees may from time to time establish, and in compliance with the objectives, policies, and limitations for each such Portfolio set forth in the Trust’s current registration statement as amended from time to time and applicable laws and regulations. The Adviser accepts such employment and agrees to render the services for the compensation specified herein and to provide at its own expense the office space, furnishings and equipment and the personnel required by it to perform the services on the terms and for the compensation provided herein. (With respect to any of the Portfolio assets allocated for management by the Adviser, the Adviser can request that the Manager make the investment decisions with respect to that portion of assets which the Adviser deems should be invested in short-term money market instruments. The Manager agrees to provide this service.) The Manager will instruct the Trust’s Custodian(s) to hold and/or transfer the Portfolios’ assets in accordance with Proper Instructions received from the Adviser. (For this purpose, the term “Proper Instructions” shall have the meaning(s) specified in the applicable agreement(s) between the Trust and its custodian(s).) The Adviser will not be responsible for the cost of securities or brokerage commissions or any other Trust expenses except as specified in this Agreement.

Duties of the Adviser. The Manager employs the Adviser to manage the investment and reinvestment of such portion, if any, of the Portfolios’ ' assets as is designated by the Manager from time to time, and, with respect to such assets, to continuously review, supervise, and administer the investment program of the Portfolios, to determine in the Adviser’s 's discretion the securities to be purchased or sold, to provide the Manager and the Trust with agreed upon records concerning the Adviser’s 's activities which the Trust is required to maintain, and to render regular agreed upon reports to the Manager and to the Trust’s 's officers and Trustees concerning the Adviser’s 's discharge of the foregoing responsibilities. The Adviser shall discharge the foregoing responsibilities subject to the Manager’s 's oversight and the control of the officers and the Trustees of the Trust and in compliance with such policies as the Trustees may from time to time establishestablish and provide to Adviser, and in compliance with the objectives, policies, and limitations for each such Portfolio set forth in the Trust’s 's current registration statement as amended from time to time and made available to Adviser, and applicable laws and regulations. The Adviser accepts such employment and agrees to render the services for the compensation specified herein and to provide at its own expense the office space, furnishings and equipment and the personnel required by it to perform the services on the terms and for the compensation provided herein. (With respect to For the avoidance of doubt, Adviser shall not have responsibility for or discretionary authority over the selection of any of the Portfolio assets allocated for cash management by the Adviser, the Adviser can request that the Manager make the investment decisions with respect to that portion of assets which the Adviser deems should be invested in or short-term money market instruments. The Manager agrees to provide this servicevehicle for uninvested cash in the Account.) The Manager will instruct the Trust’s 's Custodian(s) to hold and/or transfer the Portfolios’ ' assets in accordance with Proper Instructions received from the Adviser. (For this purpose, the term “"Proper Instructions” " shall have the meaning(s) specified in the applicable agreement(s) between the Trust and its custodian(s)) and provided to Adviser.) The Adviser further shall have the authority to instruct the custodian to: (i) pay cash for securities and other property delivered for the Portfolios, (ii) deliver or accept delivery of, upon receipt of payment or payment upon receipt of, securities, commodities or other property underlying any futures or options contracts, and other property purchased or sold for the Portfolios; (iii) deposit margin or collateral which shall include the transfer of money, securities or other property to the extent necessary to meet the obligations of the Portfolios with respect to any investments made pursuant to the Trust’s registration statement, provided, however, that unless otherwise approved by the Manager, any such deposit margin or collateral shall be effected by transfer or segregation within an account maintained for the Portfolios by its custodian subject to a control agreement, acceptable in form and substance to the Manager, pursuant to which such custodian agrees and accepts entitlement, orders or instructions from the secured party with respect to such margin or collateral. The Adviser shall not have the authority to cause the Manager or the Trust to deliver securities or other property, or pay cash to the Adviser The Adviser will not be responsible for the cost of securities or brokerage commissions or any other Trust expenses except as specified in this Agreement. The adviser shall not be liable for any act, conduct or omission of the Trust's Custodian(s).

Duties of the Adviser. The Manager employs the Adviser to manage the investment and reinvestment of such portion, if any, of the Portfolios’ assets as is designated by the Manager from time to time, and, with respect to such assets, to continuously review, supervise, and administer the investment program of the Portfolios, to determine in the Adviser’s discretion the securities to be purchased or sold, to provide the Manager and the Trust with records concerning the Adviser’s activities which the Trust is required to maintain, and to render regular reports to the Manager and to the Trust’s officers and Trustees concerning the Adviser’s discharge of the foregoing responsibilities. The Adviser shall discharge the foregoing responsibilities subject to the Manager’s oversight and the control of the officers and the Trustees of the Trust and in compliance with such policies as the Trustees may from time to time establish, and in compliance with the objectives, policies, and limitations for each such Portfolio set forth in the Trust’s current registration statement as amended from time to time and applicable laws and regulations. The Adviser accepts such employment and agrees to render the services for the compensation specified herein and to provide at its own expense the office space, furnishings and equipment and the personnel required by it to perform the services on the terms and for the compensation provided herein. (With respect to any of the Portfolio assets allocated for management by the Adviser, the Adviser can request that the Manager will make the investment decisions with respect to that portion of assets which the Adviser deems should be invested in short-term money market instruments. The Manager agrees to provide this service.) The Manager will instruct the Trust’s Custodian(s) to hold and/or transfer the Portfolios’ assets in accordance with Proper Instructions received from the Adviser. (For this purpose, the term “Proper Instructions” shall have the meaning(s) specified in the applicable agreement(s) between the Trust and its custodian(s).) . The Advisor shall not have the authority to cause the Manager or the Trust to deliver securities or other property, or pay cash to the Adviser other than payment of the management fee provided for in this Agreement. The Adviser will not be responsible for the cost of securities or brokerage commissions or any other Trust expenses except as specified in this Agreement.

Duties of the Adviser. The Manager employs the Adviser to manage the investment and reinvestment of such portion, if any, of the Portfolios’ assets as is designated by the Manager from time to time, and, with respect to such assets, to continuously review, supervise, and administer the investment program of the Portfolios, to determine in the Adviser’s discretion the securities to be purchased or sold, to provide the Manager and the Trust Trust, or such other party as directed by Manager, with records concerning the Adviser’s activities which the Trust is required to maintainmaintain or which the Manager may reasonably request, and to render regular reports to the Manager and to the Trust’s officers and Trustees concerning the Adviser’s discharge of the foregoing responsibilities. The Adviser shall discharge the foregoing responsibilities subject to the Manager’s oversight and the control of the officers and the Trustees of the Trust and in compliance with such policies as the Trustees may from time to time establish, and in compliance with the objectives, policies, and limitations for each such Portfolio set forth in the Trust’s current registration statement as amended from time to time and applicable laws and regulations. The Adviser accepts such employment and agrees to render the services for the compensation specified herein and to provide at its own expense the office space, furnishings and equipment and the personnel required by it to perform the services on the terms and for the compensation provided herein. (With respect to any of the Portfolio assets allocated for management by the Adviser, the Adviser can request that the Manager will make the investment decisions with respect to that portion of assets which the Adviser deems should be invested in short-term money market instruments. The Manager agrees to provide this service.) The Manager will instruct the Trust’s Custodian(s) to hold and/or transfer the Portfolios’ assets in accordance with Proper Instructions received from the Adviser. (For this purpose, the term “Proper Instructions” shall have the meaning(s) specified in the applicable agreement(s) between the Trust and its custodian(s).) The Adviser is authorized on behalf of the Portfolios, and consistent with the investment discretion delegated to the Adviser herein, to: (i) enter into agreements and execute any documents (e.g. any derivatives documentation such as exchange traded and over-the-counter, as applicable) required to meet the obligations of the Trust with respect to any investments made for the Portfolios. Such documentation includes but may not be limited to any market and/or industry standard documentation and the standard representations contained therein; and (ii) acknowledge the receipt of brokers’ risk disclosure statements, electronic trading disclosure statements and similar disclosures, provided, however, that (a) the Adviser shall be responsible for ensuring that any such representations are accurate and consistent with the relevant Portfolio’s investment policies and other governing documents; (b) the Adviser shall be responsible for providing all notifications and delivering all documents required to be provided or delivered by a Portfolio under such documentation; and (c) the Adviser shall immediately notify the Manager of any event of default, potential event of default or termination event affecting a Portfolio under such documentation. The Adviser further shall have the authority to instruct the custodian to: (i) pay cash for securities and other property delivered for the Portfolios, (ii) deliver or accept delivery of, upon receipt of payment or payment upon receipt of, securities, commodities or other property underlying any futures or options contracts, and other property purchased or sold for the Portfolios; (iii) deposit margin or collateral which shall include the transfer of money, securities or other property to the extent necessary to meet the obligations of the Portfolios with respect to any investments made pursuant to the Trust’s registration statement, provided, however, that unless otherwise approved by the Manager, any such deposit margin or collateral shall be effected by transfer or segregation within an account maintained for the Portfolios by its custodian subject to a control agreement, acceptable in form and substance to the Manager, pursuant to which such custodian agrees and accepts entitlement, orders or instructions from the secured party with respect to such margin or collateral. The Adviser shall not have the authority to cause the Manager or the Trust to deliver securities or other property, or pay cash to the Adviser other than payment of the management fee provided for in this Agreement. The Adviser will not be responsible for the cost of securities or brokerage commissions or any other Trust expenses except as specified in this Agreement.

Duties of the Adviser. The Manager Each Trust hereby employs the Adviser to act as investment adviser for and to manage the investment and reinvestment of such portion, if any, the assets of the Portfolios’ assets as is designated by the Manager from time to time, Funds and, with respect to such assetsexcept as otherwise provided in an administration agreement, to continuously reviewadminister the Trust's affairs, supervisesubject to the supervision of the Trustees of the Trust, for the period and on the terms set forth in this Contract. The Adviser hereby accepts such employment, and administer undertakes to afford to each Trust the investment program advice and assistance of the Portfolios, to determine Adviser's organization in the Adviser’s discretion choice of investments and in the purchase and sale of securities for each Fund and to be purchased or sold, to provide furnish for the Manager and use of the Trust with records concerning office space and all necessary office facilities, equipment and personnel for servicing the Adviser’s activities which investments of the Trust is required to maintain, Funds and for administering the Trust's affairs and to render regular reports to pay the Manager salaries and to the Trust’s fees of all officers and Trustees concerning of the Trust who are members of the Adviser’s discharge 's organization and all personnel of the foregoing responsibilitiesAdviser performing services relating to research and investment activities. The Adviser shall discharge the foregoing responsibilities subject for all purposes herein be deemed to the Manager’s oversight be an independent contractor and the control shall, except as otherwise expressly provided or authorized, have no authority to act for or represent any Trust in any way or otherwise be deemed an agent of the officers Trust. The Adviser shall provide each Trust with such investment management and the Trustees of supervision as the Trust and in compliance with such policies as the Trustees may from time to time establishconsider necessary for the proper supervision of its funds. As investment adviser to the Funds, the Adviser shall furnish continuously an investment program and shall determine from time to time what securities shall be purchased, sold or exchanged and what portion of each Fund's assets shall be held uninvested, subject always to the applicable restrictions of each Trust's Declaration of Trust, By-Laws and registration statement under the Securities Act of 1933 and the Investment Company Act of 1940, all as from time to time amended. The Adviser is authorized, in its discretion and without prior consultation with the Trusts, but subject to each Fund's investment objective, policies and restrictions, to buy, sell, lend and otherwise trade in any stocks, bonds, options and other securities and investment instruments on behalf of the Funds, to purchase, write or sell options on securities, futures contracts or indices on behalf of the Funds, to enter into commodities contracts on behalf of the Funds, including contracts for the future delivery of securities or currency and futures contracts on securities or other indices, and to execute any and all agreements and instruments and to do any and all things incidental thereto in compliance connection with the objectivesmanagement of the funds. Should the Trustees of either Trust at any time, policieshowever, make any specific determination as to investment policy for the Funds and notify the Adviser thereof in writing, the Adviser shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such determination has been revoked. The Adviser shall take, on behalf of the Funds, all actions which it deems necessary or desirable to implement the investment policies of each Trust and Fund. The Adviser shall place all orders for the purchase or sale of portfolio securities for the account of a Fund with brokers or dealers selected by the Adviser, and limitations to that end the Adviser is authorized as the agent of the Fund to give instructions to the custodian of the Fund as to deliveries of securities and payments of cash for each the account of a Fund or Trust. In connection with the selection of such Portfolio brokers or dealers and the placing of such orders, the Adviser shall use its best efforts to seek to execute portfolio security transactions at prices which are advantageous to the Funds and (when a disclosed commission is being charged) at reasonably competitive commission rates. In selecting brokers or dealers qualified to execute a particular transaction, brokers or dealers may be selected who also provide brokerage and research services and products (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934) to the Adviser. The Adviser is expressly authorized to cause the Funds to pay any broker or dealer who provides such brokerage and research service and products a commission for executing a security transaction which exceeds the amount of commission another broker or dealer would have charged for effecting that transaction if the Adviser determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the overall responsibilities which the Adviser and its affiliates have with respect to accounts over which they exercise investment discretion. Subject to the requirement set forth in the Trust’s current registration statement second sentence of this paragraph, the Adviser is authorized to consider, as amended from time to time and applicable laws and regulations. The Adviser accepts a factor in the selection of any broker or dealer with whom purchase or sale orders may be placed, the fact that such employment and agrees to render the services for the compensation specified herein and to provide at its own expense the office space, furnishings and equipment and the personnel required by it to perform the services on the terms and for the compensation provided herein. (With respect to any broker or dealer has sold or is selling shares of the Portfolio assets allocated for management applicable Fund or Trust or of other investment companies sponsored by the Adviser, the Adviser can request that the Manager make the investment decisions with respect to that portion of assets which the Adviser deems should be invested in short-term money market instruments. The Manager agrees to provide this service.) The Manager will instruct the Trust’s Custodian(s) to hold and/or transfer the Portfolios’ assets in accordance with Proper Instructions received from the Adviser. (For this purpose, the term “Proper Instructions” shall have the meaning(s) specified in the applicable agreement(s) between the Trust and its custodian(s).) The Adviser will not be responsible for the cost of securities or brokerage commissions or any other Trust expenses except as specified in this Agreement.

Duties of the Adviser. The Manager employs the Adviser to manage the investment and reinvestment of such portion, if any, of the Portfolios’ assets as is designated by the Manager from time to time, and, with respect to such assets, to continuously review, supervise, and administer the investment program of the Portfolios, to determine in the Adviser’s discretion the securities to be purchased or sold, to provide the Manager and the Trust with records concerning the Adviser’s activities which the Trust is required to maintain, and to render regular reports to the Manager and to the Trust’s officers and Trustees concerning the Adviser’s discharge of the foregoing responsibilities. The Adviser shall discharge the foregoing responsibilities subject to the Manager’s oversight and the control of the officers and the Trustees of the Trust and in compliance with such policies as the Trustees may from time to time establish, and in compliance with the objectives, policies, and limitations for each such Portfolio set forth in the Trust’s current registration statement as amended from time to time and applicable laws and regulations. The Adviser accepts such employment and agrees to render the services for the compensation specified herein and to provide at its own expense the office space, furnishings and equipment and the personnel required by it to perform the services on the terms and for the compensation provided herein. (With respect to any of the Portfolio assets allocated for management by the Adviser, the Adviser can request that the Manager make the investment decisions with respect to that portion of assets which the Adviser deems should be invested in short-term money market instruments. The Manager agrees to provide this service.) The Manager will instruct the Trust’s Custodian(s) to hold and/or transfer the Portfolios’ assets in accordance with Proper Instructions received from the Adviser. (For this purpose, the term “Proper Instructions” shall have the meaning(s) specified in the applicable agreement(s) between the Trust and its custodian(s).) The Adviser will not be responsible for the cost of securities or brokerage commissions or any other Trust expenses except as specified in this Agreement.term

Duties of the Adviser. The Manager employs the Adviser to manage the investment and reinvestment of such portion, if any, of the Portfolios’ ' assets as is designated by the Manager from time to time, and, with respect to such assets, to continuously review, supervise, and administer the investment program of the Portfolios, to determine in the Adviser’s 's discretion the securities to be purchased or sold, to provide the Manager and the Trust with records concerning the Adviser’s 's activities which the Trust is required to maintain, and to render regular reports to the Manager and to the Trust’s 's officers and Trustees concerning the Adviser’s 's discharge of the foregoing responsibilities. The Adviser shall discharge the foregoing responsibilities subject to the Manager’s 's oversight and the control of the officers and the Trustees of the Trust and in compliance with such policies as the Trustees may from time to time establish, and in compliance with the objectives, policies, and limitations for each such Portfolio set forth in the Trust’s 's current registration statement as amended from time to time and applicable laws and regulations. The Adviser accepts such employment and agrees to render the services for the compensation specified herein and to provide at its own expense the office space, furnishings and equipment and the personnel required by it to perform the services on the terms and for the compensation provided herein. (With respect to any of the Portfolio assets allocated for management by the Adviser, the Adviser can request that the Manager make the investment decisions with respect to that portion of assets which the Adviser deems should be invested in short-term money market instruments. The Manager agrees to provide this service.) The Manager will instruct the Trust’s 's Custodian(s) to hold and/or transfer the Portfolios’ ' assets in accordance with Proper Instructions received from the Adviser. (For this purpose, the term “"Proper Instructions” " shall have the meaning(s) specified in the applicable agreement(s) between the Trust and its custodian(s).) The Adviser is authorized on behalf of the Portfolios, and consistent with the investment discretion delegated to the Adviser herein, to: enter into agreements and execute any documents (e.g. any derivatives documentation such as exchange traded and over-the-counter, as applicable) required to meet the obligations of the Trust with respect to any investments made for the Portfolios. Such documentation includes but may not be limited to any market and/or industry standard documentation and the standard representations contained therein; and (ii) acknowledge the receipt of brokers’ risk disclosure statements, electronic trading disclosure statements and similar disclosures, provided, however, that (a) the Adviser shall be responsible for ensuring that any such representations are accurate and consistent with the relevant Portfolio’s investment policies and other governing documents; (b) the Adviser shall be responsible for providing all notifications and delivering all documents required to be provided or delivered by a Portfolio under such documentation, and the Manager shall assist the Adviser by promptly providing copies of any documents required to be provided or delivered to which the Adviser may not otherwise have access; and (c) the Adviser shall immediately notify the Manager of any event of default, potential event of default or termination event affecting a Portfolio under such documentation. The Adviser further shall have the authority to instruct the custodian to: pay cash for securities and other property delivered for the Portfolios, (ii) deliver or accept delivery of, upon receipt of payment or payment upon receipt of, securities, commodities or other property underlying any futures or options contracts, and other property purchased or sold for the Portfolios; (iii) deposit margin or collateral which shall include the transfer of money, securities or other property to the extent necessary to meet the obligations of the Portfolios with respect to any investments made pursuant to the Trust’s registration statement, provided, however, that unless otherwise approved by the Manager, any such deposit margin or collateral shall be effected by transfer or segregation within an account maintained for the Portfolios by its custodian subject to a control agreement, acceptable in form and substance to the Manager, pursuant to which such custodian agrees and accepts entitlement, orders or instructions from the secured party with respect to such margin or collateral. The Adviser shall not have the authority to cause the Manager or the Trust to deliver securities or other property, or pay cash to the Adviser other than payment of the management fee provided for in this Agreement. The Adviser will not be responsible for the cost of securities or brokerage commissions or any other Trust expenses except as specified in this Agreement.

Duties of the Adviser. The Manager employs the Adviser to manage the investment and reinvestment of such portion, if any, of the Portfolios’ Fund’s assets as is designated by the Manager from time to timetime (the “Portfolio”), and, with respect to such assets, and to continuously review, supervise, and administer the investment program of the PortfoliosPortfolio, to determine in the Adviser’s discretion the securities to be purchased or sold, to provide the Manager and the Trust with records concerning the Adviser’s activities which the Trust is required to maintain, and to render regular reports to the Manager and to the Trust’s officers and Trustees concerning the Adviser’s discharge of the foregoing responsibilities. The Portfolio shall initially be allocated, as determined by the Manager, into two sub-portfolios (each, a “Sub-Portfolio”), and each Sub-Portfolio shall be subject to the guidelines as agreed from time-to-time by the parties. The Adviser shall discharge the foregoing responsibilities subject to the Manager’s oversight and the control of the officers and the Trustees of the Trust and in compliance with such policies as the Trustees may from time to time establish, and in compliance with the objectives, policies, and limitations for each of such Portfolio set forth in the Guidelines and the Trust’s current registration statement as amended from time to time and applicable laws and regulations; provided, however, that to the extent there is any discrepancy between the Guidelines and the registration statement, the Guidelines shall control. The Adviser accepts such employment and agrees to render the services for the compensation specified herein and to provide at its own expense the office space, furnishings and equipment and the personnel required by it to perform the services on the terms and for the compensation provided herein. (With respect to any of the Portfolio Portfolio’s assets allocated for management by the Adviser, the Adviser can request that the Manager will make the investment decisions with respect to that portion of assets which the Adviser deems should be invested in short-term money market instruments. The Manager agrees to provide this service.) The Manager will instruct the Trust’s Custodian(s) to hold and/or transfer the Portfolios’ Portfolio’s assets in accordance with Proper Instructions received from the Adviser. (For this purpose, the term “Proper Instructions” shall have the meaning(s) specified in the applicable agreement(s) between the Trust and its custodian(s).) . The Advisor shall not have the authority to cause the Manager or the Trust to deliver securities or other property, or pay cash to the Adviser other than payment of the management fee provided for in this Agreement. The Adviser will not be responsible for the cost of securities or brokerage commissions or any other Trust expenses except as specified in this Agreement. The Adviser is not required to take any action or to render investment-related advice with respect to lawsuits involving the Portfolios or the Trust, including those involving securities presently or formerly held in the Portfolio, or the issuers thereof, including actions involving bankruptcy. In the case of notices of class action suits received by the Adviser involving issuers presently or formerly held in the Portfolio, the Adviser shall promptly forward such notices to the custodian and may provide information about the Portfolios to third parties for purposes of participating in any settlements relating to such class action.

Duties of the Adviser. The Manager employs and the Company appoint the Adviser to manage the investment and reinvestment of such portion, if any, of the Portfolios’ Company’s assets as is designated by the Manager from time to time, and, with respect to such assets, to continuously review, supervise, and administer the investment program of the PortfoliosCompany, to determine in the Adviser’s 's discretion the securities assets to be purchased or sold, to provide the Manager and the Trust Company with records concerning the Adviser’s 's activities which the Trust Company is required to maintain, and to render regular reports to the Manager and to the TrustCompany’s officers and Trustees Company Board concerning the Adviser’s 's discharge of the foregoing responsibilities. The Adviser shall discharge the foregoing responsibilities (1) in conformity with all applicable securities law, including but not limited to the Investment Company Act, the Advisers Act, the Commodity Exchange Act, as amended, the Securities Act of 1933, as amended (“Securities Act”), and the Securities Exchange Act of 1934, as amended (“Exchange Act”), (2) subject to the Manager’s 's oversight and the control of the officers and the Trustees of the Trust Company Board and in compliance with such policies as the Trustees Company Board may from time to time establish, and (3) in compliance with the objectives, policies, and limitations for each such Portfolio the Company set forth in the Trust’s 's current registration statement as amended from time to time and applicable laws and regulations, and (4) in compliance with such other investment guidelines or restrictions established from time to time by the Manager or the Company and agreed to by the Adviser which shall be communicated in writing by the Manager to Adviser in advance. The Adviser accepts such employment appointment and agrees to render the services for the compensation specified herein and to provide at its own expense the office space, furnishings and equipment and the personnel required by it to perform the services on the terms and for the compensation provided herein. (With respect to any of the Portfolio Company assets allocated for management by the Adviser, the Adviser can request that the Manager will make the investment decisions with respect to that portion of assets which any residual cash in the Adviser deems should be invested in short-term money market instrumentsCompany. The Manager agrees to provide this service.. The Adviser has categorized the Company as a professional client (as defined in the rules, guidance, principles and codes comprised in the Handbook of Rules and Guidance issued by the FCA (the “FCA Rules”)) and the Adviser will provide its services hereunder on that basis. The Company has the right to request that the Adviser categorize it as a retail client (as defined in the FCA Rules) either generally or in specific circumstances. However, it is the Adviser’s policy not to agree to such requests from its clients. The Manager will instruct the TrustCompany’s Custodian(scustodian(s) to hold and/or transfer the Portfolios’ Company’s assets in accordance with Proper Instructions received from the Adviser. (For this purpose, the term “"Proper Instructions” " shall have the meaning(s) specified in the applicable agreement(s) between the Trust Company and its custodian(s), but generally refers to a writing by the representatives of the Adviser who have been authorized by the Company’s Board from time to time to provide instructions to the Company’s custodian. For the purpose of clarification, “Proper Instructions” can be instructions in any format, including without limitation, electronic instructions that are agreed upon in writing by the Adviser and the Company’s custodian.) The Adviser is authorized on behalf of the Company, and consistent with the investment discretion delegated to the Adviser herein, to: (i) negotiate the terms of any documents including without limitation, futures and options transactions, brokerage agreements, clearing agreements, account documentation, futures and option agreements, swap agreements, and other investment related agreements required to meet the obligations of the Trust with respect to any investments made for the Company. Such documentation includes but may not be limited to any market and/or industry standard documentation and the standard representations contained therein. The Adviser is authorized on behalf of Manager to make all elections required in such agreements, instruments and documentation and make and to receive all related notices from brokers or other counterparties. Manager also authorizes Adviser as agent and attorney-in-fact to make transactions in futures contracts and options on futures contracts on margin, for the Company, and authorizes each broker with whom Adviser makes such transactions to follow its instructions with respect to such transactions. Manager understands and agrees that Adviser will determine that such transactions are permitted before instructing a broker to enter into such transactions and that any broker receiving an order for any such transaction will have no independent obligation to ensure that the transactions are consistent with the Trust’s registration statement or the Company’s investment guidelines; and (ii) acknowledge the receipt of brokers’ risk disclosure statements, electronic trading disclosure statements and similar disclosures, provided, however, that (a) the Adviser shall be responsible for ensuring that any such representations are consistent with the Company’s investment policies and other governing documents with respect to the investment policies and governing documents applicable to the investments managed by the Adviser; (b) with the reasonable assistance of the Manager, the Adviser shall be responsible for providing all notifications and delivering all documents required to be provided or delivered by the Company under such documentation; and (c) the Adviser shall promptly notify the Manager of any event of default, potential event of default that in the Adviser’s sole discretion is likely to occur or termination event affecting a the Company under such documentation. The Adviser further shall have the authority to instruct the custodian to: (i) pay cash for property delivered for the Company, (ii) deliver or accept delivery of, upon receipt of payment or payment upon receipt of, commodities or other property underlying any futures or options contracts, and other property purchased or sold for the Company ; (iii) deposit margin or collateral which shall include the transfer of money or other property to the extent necessary to meet the obligations of the Company with respect to any investments made pursuant to the Trust’s registration statement, provided, however, that unless otherwise approved by the Manager, any such deposit of margin or collateral shall be effected by transfer or segregation within an account maintained for the Company by its custodian subject to control agreement, acceptable in form and substance to the Manager, pursuant to which such custodian agrees and accepts entitlement, orders or instructions from the secured party with respect to such margin or collateral. The Adviser shall not have the authority to cause the Manager or the Company to deliver property or pay cash to the Adviser. The Adviser will not be responsible for the cost of securities or brokerage commissions or any other Trust expenses except as specified in this Agreement. The Adviser shall not delegate any of its rights, duties or obligations under this Agreement with respect to its discretionary investment and advisory functions without the prior written consent of the Manager and the Company. Notwithstanding anything in this Agreement to the contrary, however, the Adviser may, at its own discretion, perform any or all of its duties, rights, powers, functions and obligations with respect to activities other than discretionary investment and advisory functions hereunder through one or more of its affiliates and their respective directors, officers and employees (each, an “Associate”) without the consent of the Manager or the Company; provided that (i) the Adviser shall always remain responsible to the Manager and the Company for the Adviser’s obligations under this Agreement, (ii) the Adviser shall be responsible for ensuring that each Associate complies with the terms of this Agreement, and (iii) the Adviser shall compensate its Associates out of the fees it receives hereunder.

Duties of the Adviser. The Manager employs the Adviser to manage the investment and reinvestment of such portion, if any, of the Portfolios’ ' assets as is designated by the Manager from time to time, and, with respect to such assets, to continuously review, supervise, and administer the investment program of the Portfolios, to determine in the Adviser’s 's discretion the securities to be purchased or sold, to provide the Manager and the Trust with records concerning the Adviser’s 's activities which the Trust is required to maintain, and to render regular reports to the Manager and to the Trust’s 's officers and Trustees concerning the Adviser’s 's discharge of the foregoing responsibilities. The Adviser shall discharge the foregoing responsibilities subject to the Manager’s 's oversight and the control of the officers and the Trustees of the Trust and in compliance with such policies as the Trustees may from time to time establish, and in compliance with the objectives, policies, and limitations for each such Portfolio set forth in the Trust’s 's current registration statement as amended from time to time and applicable laws and regulations. The Adviser accepts such employment and agrees to render the services for the compensation specified herein and to provide at its own expense the office space, furnishings and equipment and the personnel required by it to perform the services on the terms and for the compensation provided herein. (With respect to any of the Portfolio assets allocated for management by the Adviser, the Adviser can request that the Manager will make the investment decisions with respect to that portion of assets which the Adviser deems should be invested in short-term money market instruments. The Manager agrees to provide this service.) The Manager will instruct the Trust’s 's Custodian(s) to hold and/or transfer the Portfolios’ ' assets in accordance with Proper Instructions received from the Adviser. (For this purpose, the term “"Proper Instructions” " shall have the meaning(s) specified in the applicable agreement(s) between the Trust and its custodian(s).) The Adviser is authorized on behalf of the Portfolios, and consistent with the investment discretion delegated to the Adviser herein, to: (i) enter into agreements and execute any documents (e.g. any derivatives documentation such as exchange traded and over-the-counter, as applicable) required to meet the obligations of the Trust with respect to any investments made for the Portfolios. Such documentation includes but may not be limited to any market and/or industry standard documentation and the standard representations contained therein; and (ii) acknowledge the receipt of brokers’ risk disclosure statements, electronic trading disclosure statements and similar disclosures, provided, however, that (a) the Adviser shall be responsible for ensuring that any such representations are accurate and consistent with the relevant Portfolio’s investment policies and other governing documents; (b) the Adviser shall be responsible for providing all notifications and delivering all documents required to be provided or delivered by a Portfolio under such documentation; and (c) the Adviser shall immediately notify the Manager of any event of default, potential event of default or termination event affecting a Portfolio under such documentation. The Adviser further shall have the authority to instruct the custodian to: (i) pay cash for securities and other property delivered for the Portfolios, (ii) deliver or accept delivery of, upon receipt of payment or payment upon receipt of, securities, commodities or other property underlying any futures or options contracts, and other property purchased or sold for the Portfolios; (iii) deposit margin or collateral which shall include the transfer of money, securities or other property to the extent necessary to meet the obligations of the Portfolios with respect to any investments made pursuant to the Trust’s registration statement, provided, however, that unless otherwise approved by the Manager, any such deposit margin or collateral shall be effected by transfer or segregation within an account maintained for the Portfolios by its custodian subject to a control agreement, acceptable in form and substance to the Manager, pursuant to which such custodian agrees and accepts entitlement, orders or instructions from the secured party with respect to such margin or collateral. The Adviser shall not have the authority to cause the Manager or the Trust to deliver securities or other property, or pay cash to the Adviser other than payment of the management fee provided for in this Agreement. The Adviser will not be responsible for the cost of securities or brokerage commissions or any other Trust expenses except as specified in this Agreement. Adviser explicitly acknowledges that (a) Manager retains sole discretion to decide whether and when to allocate Fund assets to Adviser for management, (b) Manager is not obligated to allocate to Adviser for management any minimum amount of assets for any time period, and (c) neither Manager nor any other party or person has made any binding commitment to Adviser to allocate any minimum amount of assets to Adviser’s management for any period of time in order to induce Adviser to enter into this Agreement or to take any related or other actions. Nothing herein authorizes Manager to allocate to Adviser for management Fund assets in excess of capacity limits at Adviser that are agreed to from time to time between Adviser and Manager.

Duties of the Adviser. The Manager employs the Adviser to manage the investment and reinvestment of such portion, if any, of the Portfolios’ assets as is designated by the Manager from time to time, and, with respect to such assets, to continuously review, supervise, and administer the investment program of the Portfolios, to determine in the Adviser’s discretion the securities to be purchased or sold, to provide the Manager and the Trust with records concerning the Adviser’s activities which the Trust is required to maintain, and to render regular reports to the Manager and to the Trust’s officers and Trustees concerning the Adviser’s discharge of the foregoing responsibilities. The Adviser shall discharge the foregoing responsibilities subject to the Manager’s oversight and the control of the officers and the Trustees of the Trust and in compliance with such policies as the Trustees may from time to time establish, and in compliance with the objectives, policies, and limitations for each such Portfolio set forth in the Trust’s current registration statement as amended from time to time and applicable laws and regulations. The Manager acknowledges that the Adviser is not the compliance agent for the Portfolios or the Manager, and does not have access to all of the Portfolios’ books and records necessary to perform certain compliance testing. However, to the extent the Adviser has agreed to perform the services specified in this Agreement, the Adviser shall perform compliance testing based upon its books and records with respect to the Portfolio(s), which comprise a portion of the Portfolios’ books and records, and upon information and written instructions received from the Portfolio(s) and/or the Manager. The Adviser accepts such employment and agrees to render the services for the compensation specified herein and to provide at its own expense the office space, furnishings and equipment and the personnel required by it to perform the services on the terms and for the compensation provided herein. (With respect to any of the Portfolio assets allocated for management by the Adviser, the Adviser can request that the Manager will make the investment decisions with respect to that portion of assets which the Adviser deems should be invested in short-term money market instruments. The Manager agrees to provide this service.) The Manager will instruct the Trust’s Custodian(s) to hold and/or transfer the Portfolios’ assets in accordance with Proper Instructions received from the Adviser. (For this purpose, the term “Proper Instructions” shall have the meaning(s) specified in the applicable agreement(s) between the Trust and its custodian(s).) The Adviser will not be responsible for the cost of securities or brokerage commissions or any other Trust expenses except as specified in this Agreement, and shall not be responsible for providing fund administration services, such as fund accounting and tax services, to the Portfolios. Manager has made available or will make available to Adviser current copies and supplements thereto of the Portfolios’ Prospectus and Statement of Additional Information, and will promptly make available to it all future amendments and supplements, if any. Manager shall provide the Adviser with reasonable advance notice of (i) any change to a Portfolio’s investment objectives, policies and/or restrictions, and (ii) any change to the Trust’s compliance policies and procedures that are reasonably likely to affect the management of the Portfolios or that otherwise relate to the Adviser’s duties hereunder.

Duties of the Adviser. The Manager employs the Adviser to shall manage the investment and reinvestment of such portion, if any, affairs of the Portfolios’ assets Trust as is designated set forth herein, either by taking such actions itself or by delegating its duties to a subadviser pursuant to a written subadvisory agreement. Such duties shall include, but not limited to, continuously providing the Manager from time to timeTrust with investment management, andincluding investment research, with respect to such assetsadvice and supervision, to continuously review, supervise, and administer the investment program of the Portfolios, to determine in the Adviser’s discretion the determining which securities to shall be purchased or sold, to provide the Manager and sold by each Portfolio of the Trust with records concerning the Adviser’s activities which the Trust is required to maintain, and to render regular reports to the Manager making purchases and to the Trust’s officers and Trustees concerning the Adviser’s discharge sales of the foregoing responsibilitiessecurities on behalf of each Portfolio. The Adviser Adviser's management shall discharge the foregoing responsibilities be subject to the Manager’s oversight and the control of the officers and the Trustees of the Trust (the "Trustees") and in compliance with such policies as the Trustees may from time to time establish, and in compliance accordance with the objectives, policies, policies and limitations restrictions for each such Portfolio set forth in the Trust’s 's Registration Statement and its current registration statement Prospectus and Statement of Additional Information, as amended from time to time time, the requirements of the Investment Company Act of 1940, as amended (the "Act") and other applicable laws law, as well as to the factors affecting the Trust's status as a regulated investment company under the Internal Revenue Code of 1986, as amended, (the "Code") and regulationsthe regulations thereunder and the status of variable contracts under the diversification requirements set forth in Section 817(h) of the Code and the regulations thereunder. The In performing such duties, the Adviser accepts shall (i) provide such employment and agrees to render the services for the compensation specified herein and to provide at its own expense the office space, furnishings bookkeeping, accounting, clerical, secretarial and equipment administrative services (exclusive of, and in addition to, any such service provided by any others retained by the Trust or any of its Portfolios) and such executive and other personnel required by it to perform the services on the terms and as shall be necessary for the compensation provided herein. operations of each Portfolio, (With respect to any of the Portfolio assets allocated for management by the Adviser, the Adviser can request that the Manager make the investment decisions with respect to that portion of assets which the Adviser deems should be invested in short-term money market instruments. The Manager agrees to provide this service.ii) The Manager will instruct the Trust’s Custodian(s) to hold and/or transfer the Portfolios’ assets in accordance with Proper Instructions received from the Adviser. (For this purpose, the term “Proper Instructions” shall have the meaning(s) specified in the applicable agreement(s) between the Trust and its custodian(s).) The Adviser will not be responsible for the cost financial and accounting records required to be maintained by each Portfolio (including those maintained by the Trust's custodian), and (iii) oversee the performance of securities services provided to each Portfolio by others, including the custodian, transfer agent, shareholder servicing agent and subadviser, if any. The Trust acknowledges that the Adviser also acts as the manager of other investment companies. With respect to the Cash Management Portfolio, the Adviser hereby accepts the responsibilities for making the determinations required by Rule 2a-7 under the Act to be made by the Trustees of the Trust and which are delegable by the Trustees pursuant to paragraph (e) of such Rule,to the extent that the Trustees may hereinafter delegate such responsibilities to the Adviser. The Adviser may delegate certain of its duties under this Agreement with respect to a Portfolio to a subadviser pursuant to a written agreement, subject to the approval of the Trustees and a Portfolio's shareholders, as required by the Act. The Adviser is solely responsible for payment of any fees or brokerage commissions or any other charges to a subadviser arising from such delegation and the Trust expenses except as specified in this Agreementshall have no liability therefor.

Duties of the Adviser. The Manager employs the Adviser to shall manage the investment and reinvestment of such portion, if any, affairs of the Portfolios’ assets Trust as is designated set forth herein, either by taking such actions itself or by delegating its duties to a subadviser pursuant to a written subadvisory agreement. Such duties shall include, but not limited to, continuously providing the Manager from time to timeTrust with investment management, andincluding investment research, with respect to such assetsadvice and supervision, to continuously review, supervise, and administer the investment program of the Portfolios, to determine in the Adviser’s discretion the determining which securities to shall be purchased or sold, to provide the Manager and sold by each Portfolio of the Trust with records concerning the Adviser’s activities which the Trust is required to maintain, and to render regular reports to the Manager making purchases and to the Trust’s officers and Trustees concerning the Adviser’s discharge sales of the foregoing responsibilitiessecurities on behalf of each Portfolio. The Adviser Adviser's management shall discharge the foregoing responsibilities be subject to the Manager’s oversight and the control of the officers and the Trustees of the Trust (the "Trustees") and in compliance with such policies as the Trustees may from time to time establish, and in compliance accordance with the objectives, policies, policies and limitations restrictions for each such Portfolio set forth in the Trust’s 's Registration Statement and its current registration statement Prospectus and Statement of Additional Information, as amended from time to time time, the requirements of the Investment Company Act of 1940, as amended (the "Act") and other applicable laws law, as well as to the factors affecting the Trust's status as a regulated investment company under the Internal Revenue Code of 1986, as amended, (the "Code") and regulationsthe regulations thereunder and the status of variable contracts under the diversification requirements set forth in Section 817(h) of the Code and the regulations thereunder. The In performing such duties, the Adviser accepts shall (i) provide such employment and agrees to render the services for the compensation specified herein and to provide at its own expense the office space, furnishings bookkeeping, accounting, clerical, secretarial and equipment administrative services (exclusive of, and in addition to, any such service provided by any others retained by the Trust or any of its Portfolios) and such executive and other personnel required by it to perform the services on the terms and as shall be necessary for the compensation provided herein. operations of each Portfolio, (With respect to any of the Portfolio assets allocated for management by the Adviser, the Adviser can request that the Manager make the investment decisions with respect to that portion of assets which the Adviser deems should be invested in short-term money market instruments. The Manager agrees to provide this service.ii) The Manager will instruct the Trust’s Custodian(s) to hold and/or transfer the Portfolios’ assets in accordance with Proper Instructions received from the Adviser. (For this purpose, the term “Proper Instructions” shall have the meaning(s) specified in the applicable agreement(s) between the Trust and its custodian(s).) The Adviser will not be responsible for the cost financial and accounting records required to be maintained by each Portfolio (including those maintained by the Trust's custodian), and (iii) oversee the performance of securities services provided to each Portfolio by others, including the custodian, transfer agent, shareholder servicing agent and subadviser, if any. The Trust acknowledges that the Adviser also acts as the manager of other investment companies. With respect to the Cash Management Portfolio, the Adviser hereby accepts the responsibilities for making the determinations required by Rule 2a-7 under the Act to be made by the Trustees of the Trust and which are delegable by the Trusteespursuant to paragraph (e) of such Rule, to the extent that the Trustees may hereinafter delegate such responsibilities to the Adviser. The Adviser may delegate certain of its duties under this Agreement with respect to a Portfolio to a subadviser pursuant to a written agreement, subject to the approval of the Trustees and a Portfolio=s shareholders, as required by the Act.The Adviser is solely responsible for payment of any fees or brokerage commissions or any other charges to a subadviser arising from such delegation and the Trust expenses except as specified in this Agreementshall have no liability therefor.

Duties of the Adviser. The Manager employs and the Trust appoint the Adviser to manage the investment and reinvestment of such portion, if any, of the PortfoliosFunds’ assets as is designated by the Manager from time to time, and, with respect to such assets, to continuously review, supervise, and administer the investment program of the PortfoliosFunds, to determine in the Adviser’s discretion the securities assets to be purchased or sold, to provide the Manager and the Trust with records concerning the Adviser’s activities which the Trust is required to maintain, and to render regular reports to the Manager and to the Trust’s officers and Trustees Board concerning the Adviser’s discharge of the foregoing responsibilities. The Adviser shall discharge the foregoing responsibilities (1) in conformity with all applicable securities law, including but not limited to the Investment Company Act, the Advisers Act, the Commodity Exchange Act, as amended, the Securities Act of 1933, as amended, (“Securities Act”), and the Securities Exchange Act of 1934, as amended (“Exchange Act”), (2) subject to the Manager’s oversight and the control of the officers and the Trustees Board of the Trust and in compliance with such policies as the Trustees Board may from time to time establish, and (3) in compliance with the objectives, policies, and limitations for each such Portfolio Fund set forth in the Trust’s current registration statement as amended from time to time and applicable laws and regulations, and (4) in compliance with such other investment guidelines or restrictions established from time to time by the Manager or the Trust and agreed to by the Adviser which shall be communicated in writing by the Manager to Adviser in advance. The Adviser accepts such employment appointment and agrees to render the services for the compensation specified herein and to provide at its own expense the office space, furnishings and equipment and the personnel required by it to perform the services on the terms and for the compensation provided herein. (With respect to any of the Portfolio Fund assets allocated for management by the Adviser, the Adviser can request that the Manager will make the investment decisions with respect to that portion of assets which any residual cash in the Adviser deems should be invested in short-term money market instrumentsFund. The Manager agrees to provide this service.) The Adviser has categorized the Trust as a professional client (as defined in the rules, guidance, principles and codes comprised in the Handbook of Rules and Guidance issued by the FCA (the “FCA Rules”)) and the Adviser will provide its services hereunder on that basis. The Trust has the right to request that the Adviser categorize it as a retail client (as defined in the FCA Rules) either generally or in specific circumstances. However, it is the Adviser’s policy not to agree to such requests from its clients. The Manager will instruct the Trust’s Custodian(scustodian(s) to hold and/or transfer the PortfoliosFunds’ assets in accordance with Proper Instructions received from the Adviser. (For this purpose, the term “Proper Instructions” shall have the meaning(s) specified in the applicable agreement(s) between the Trust and its custodian(s), but generally refers to a writing by the representatives of the Adviser who have been authorized by the Board from time to time to provide instructions to the Trust’s custodian. For the purpose of clarification, “Proper Instructions” can be instructions in any format, including without limitation, electronic instructions that are agreed upon in writing by the Adviser and the Trust’s custodian.) The Adviser is authorized on behalf of the Funds, and consistent with the investment discretion delegated to the Adviser herein, to: (i) negotiate the terms of any documents including without limitation, futures and options transactions, brokerage agreements, clearing agreements, account documentation, futures and option agreements, swap agreements, and other investment related agreements required to meet the obligations of the Trust with respect to any investments made for the Funds. Such documentation includes but may not be limited to any market and/or industry standard documentation and the standard representations contained therein. Adviser is authorized on behalf of Manager to make all elections required in such agreements, instruments and documentation and make and to receive all related notices from brokers or other counterparties. Manager also authorizes Adviser as agent and attorney-in-fact to make transactions in futures contracts and options on futures contracts on margin, for the Portfolio, and authorizes each broker with whom Adviser makes such transactions to follow its instructions with respect to such transactions. Manager understands and agrees that Adviser will determine that such transactions are permitted before instructing a broker to enter into such transactions and that any broker receiving an order for any such transaction will have no independent obligation to ensure that the transactions are consistent with the Trust’s registration statement or the Fund’s investment guidelines; and (ii) acknowledge the receipt of brokers’ risk disclosure statements, electronic trading disclosure statements and similar disclosures, provided, however, that (a) the Adviser shall be responsible for ensuring that any such representations are consistent with the relevant Fund’s investment policies and other governing documents with respect to the investment policies and governing documents applicable to the investments managed by the Adviser; (b) with the reasonable assistance of the Manager, the Adviser shall be responsible for providing all notifications and delivering all documents required to be provided or delivered by a Fund under such documentation; and (c) the Adviser shall promptly notify the Manager of any event of default, potential event of default that in the Adviser’s sole discretion is likely to occur or termination event affecting a Fund under such documentation. The Adviser further shall have the authority to instruct the custodian to: (i) pay cash for property delivered for the Funds, (ii) deliver or accept delivery of, upon receipt of payment or payment upon receipt of, commodities or other property underlying any futures or options contracts, and other property purchased or sold for the Funds; (iii) deposit margin or collateral which shall include the transfer of money or other property to the extent necessary to meet the obligations of the Funds with respect to any investments made pursuant to the Trust’s registration statement, provided, however, that unless otherwise approved by the Manager, any such deposit of margin or collateral shall be effected by transfer or segregation within an account maintained for the Funds by its custodian subject to control agreement, acceptable in form and substance to the Manager, pursuant to which such custodian agrees and accepts entitlement, orders or instructions from the secured party with respect to such margin or collateral. The Adviser shall not have the authority to cause the Manager or the Trust to deliver property or pay cash to the Adviser other than payment of the management fee provided for in this Agreement. The Adviser will not be responsible for the cost of securities or brokerage commissions or any other Trust expenses except as specified in this Agreement.. The Adviser shall not delegate any of its rights, duties or obligations under this Agreement with respect to its discretionary investment and advisory functions without the prior written consent of the Manager and the Trust. Notwithstanding anything in this Agreement to the contrary, however, the Adviser may, at its own discretion, perform any or all of its duties, rights, powers, functions and obligations with respect to activities other than discretionary investment and advisory functions hereunder through one or more of its affiliates and their respective directors, officers and employees (each, an “Associate”) without the consent of the Manager or the Trust; provided that (i) the Adviser shall always remain responsible to the Manager and the Trust for the Adviser’s obligations under this Agreement, (ii) the Adviser shall be responsible for ensuring that each Associate complies with the terms of this Agreement, and (iii) the Adviser shall compensate its Associates out of the fees it receives hereunder

Duties of the Adviser. The Manager employs the Adviser to shall manage the investment and reinvestment of such portion, if any, affairs of the Portfolios’ assets Trust as is designated set forth herein, either by taking such actions itself or by delegating its duties to a subadviser pursuant to a written subadvisory agreement. Such duties shall include, but not limited to, continuously providing the Manager from time to timeTrust with investment management, andincluding investment research, with respect to such assetsadvice and supervision, to continuously review, supervise, and administer the investment program of the Portfolios, to determine in the Adviser’s discretion the determining which securities to shall be purchased or sold, to provide the Manager and sold by each Portfolio of the Trust with records concerning the and making purchases and sales of securities on behalf of each Portfolio. The Adviser’s activities which the Trust is required to maintain, and to render regular reports to the Manager and to the Trust’s officers and Trustees concerning the Adviser’s discharge of the foregoing responsibilities. The Adviser management shall discharge the foregoing responsibilities be subject to the Manager’s oversight and the control of the officers and the Trustees of the Trust (the “Trustees”) and in compliance with such policies as the Trustees may from time to time establish, and in compliance accordance with the objectives, policies, policies and limitations restrictions for each such Portfolio set forth in the Trust’s Registration Statement and its current registration statement Prospectus and Statement of Additional Information, as amended from time to time time, the requirements of the Investment Company Act of 1940, as amended (the “Act”) and other applicable laws law, as well as to the factors affecting the Trust’s status as a regulated investment company under the Internal Revenue Code of 1986, as amended, (the “Code”) and regulationsthe regulations thereunder and the status of variable contracts under the diversification requirements set forth in Section 817(h) of the Code and the regulations thereunder. The In performing such duties, the Adviser accepts shall (i) provide such employment and agrees to render the services for the compensation specified herein and to provide at its own expense the office space, furnishings bookkeeping, accounting, clerical, secretarial and equipment administrative services (exclusive of, and in addition to, any such service provided by any others retained by the Trust or any of its Portfolios) and such executive and other personnel required by it to perform the services on the terms and as shall be necessary for the compensation provided herein. operations of each Portfolio, (With respect to any of the Portfolio assets allocated for management by the Adviser, the Adviser can request that the Manager make the investment decisions with respect to that portion of assets which the Adviser deems should be invested in short-term money market instruments. The Manager agrees to provide this service.ii) The Manager will instruct the Trust’s Custodian(s) to hold and/or transfer the Portfolios’ assets in accordance with Proper Instructions received from the Adviser. (For this purpose, the term “Proper Instructions” shall have the meaning(s) specified in the applicable agreement(s) between the Trust and its custodian(s).) The Adviser will not be responsible for the cost financial and accounting records required to be maintained by each Portfolio (including those maintained by the Trust’s custodian), and (iii) oversee the performance of securities services provided to each Portfolio by others, including the custodian, transfer agent, shareholder servicing agent and subadviser, if any. The Trust acknowledges that the Adviser also acts as the manager of other investment companies. With respect to the Cash Management Portfolio, the Adviser hereby accepts the responsibilities for making the determinations required by Rule 2a-7 under the Act to be made by the Trustees of the Trust and which are delegable by the Trustees pursuant to paragraph (e) of such Rule, to the extent that the Trustees may hereinafter delegate such responsibilities to the Adviser. The Adviser may delegate certain of its duties under this Agreement with respect to a Portfolio to a subadviser pursuant to a written agreement, subject to the approval of the Trustees and a Portfolio=s shareholders, as required by the Act. The Adviser is solely responsible for payment of any fees or brokerage commissions or any other charges to a subadviser arising from such delegation and the Trust expenses except as specified in this Agreementshall have no liability therefor.

Duties of the Adviser. The Manager employs the Adviser to manage the investment and reinvestment of such portion, if any, of the Portfolios’ ' assets as is designated by the Manager from time to time, and, with respect to such assets, to continuously review, supervise, and administer the investment program of the Portfolios, to determine in the Adviser’s 's discretion the securities to be purchased or sold, to provide the Manager and the Trust with records concerning the Adviser’s 's activities which the Trust is required to maintain, and to render regular reports to the Manager and to the Trust’s 's officers and Trustees concerning the Adviser’s 's discharge of the foregoing responsibilities. The Adviser shall discharge the foregoing responsibilities subject to the Manager’s 's oversight and the control of the officers and the Trustees of the Trust and in compliance with such policies as the Trustees may from time to time establish, and in compliance with the objectives, policies, and limitations for each such Portfolio set forth in the Trust’s 's current registration statement as amended from time to time and applicable laws and regulations. The Adviser accepts such employment and agrees to render the services for the compensation specified herein and to provide at its own expense the office space, furnishings and equipment and the personnel required by it to perform the services on the terms and for the compensation provided herein. (With respect to any of the Portfolio assets allocated for management by the Adviser, the Adviser can request that the Manager make the investment decisions with respect to that portion of assets which the Adviser deems should be invested in short-term money market instruments, the Manager will make the investment decisions with respect to that portion of assets. The Manager agrees to provide this service.) The Manager will instruct the Trust’s 's Custodian(s) to hold and/or transfer the Portfolios’ ' assets in accordance with Proper Instructions received from the Adviser. (For this purpose, the term “"Proper Instructions” " shall have the meaning(s) specified in the applicable agreement(s) between the Trust and its custodian(s).) The Adviser is authorized on behalf of the Portfolios, and consistent with the investment discretion delegated to the Adviser herein, to: (i) enter into agreements and execute any documents (e.g. any derivatives documentation such as exchange traded and over-the-counter, as applicable) required to meet the obligations of the Trust with respect to any investments made for the Portfolios. Such documentation includes but may not be limited to any market and/or industry standard documentation and the standard representations contained therein; and (ii) acknowledge the receipt of brokers’ risk disclosure statements, electronic trading disclosure statements and similar disclosures, provided, however, that (a) the Adviser shall be responsible for ensuring that any such representations are accurate and consistent with the relevant Portfolio’s investment policies and other governing documents; and (b) the Adviser shall be responsible for providing all required notifications and delivering all documents required to be provided or delivered by a Portfolio under such documentation. Notwithstanding the foregoing, the documentation does not include custody or control agreements which are the sole responsibility of the Manager and/or the Portfolio, provided however that the Adviser shall take into account such custody or control agreements. The Adviser further shall have the authority to instruct the custodian to: (i) pay cash for securities and other property delivered for the Portfolios, (ii) deliver or accept delivery of, upon receipt of payment or payment upon receipt of, securities, commodities or other property underlying any futures or options contracts, and other property purchased or sold for the Portfolios; (iii) deposit margin or collateral which shall include the transfer of money, securities or other property to the extent necessary to meet the obligations of the Portfolios with respect to any investments made pursuant to the Trust’s registration statement. Manager and/or the Portfolio’s custodian will handle matters relating to the Portfolio participating in any class action settlements and Adviser shall not have any obligations with respect thereto. Without Manager’s prior consent to each transaction, Adviser shall have full discretionary authority as agent and attorney-in-fact, with full power of substitution and full authority in the Portfolio’s name, to (a) buy, sell, hold, exchange, convert or otherwise deal in any manner in any assets; (b) place orders for the execution of such assets and other transactions with or through such brokers, dealers, counter-parties, issuers, agents or arrangers as Adviser may select; (c) execute, on behalf of the Portfolio, such brokerage, derivatives, subscription and other agreements and documents as Adviser deems necessary or appropriate in connection with the Portfolio’s investment activities; and (d) negotiate, enter into, make and perform any other contracts, agreements or other undertakings it may deem advisable in connection with the performance of the Adviser’s duties hereunder. The Adviser shall not have the authority to cause the Manager or the Trust to deliver securities or other property, or pay cash to the Adviser other than payment of the management fee provided for in this Agreement. The Adviser will not be responsible for the cost of securities or brokerage commissions or any other Trust expenses except as specified in this Agreement. The Adviser is expressly authorized to rely upon any and all written instructions, approvals and notices given on behalf of the Manager by any one or more of those persons designated as representatives of the Trust. The Adviser shall continue to rely upon these instructions until notified by the Manager to the contrary.

Duties of the Adviser. The Manager employs the Adviser to manage the investment and reinvestment of such portion, if any, of the Portfolios’ ' assets as is designated by the Manager from time to time, and, with respect to such assets, to continuously review, supervise, and administer the investment program of the Portfolios, to determine in the Adviser’s 's discretion the securities to be purchased or sold, to provide the Manager and the Trust with records concerning the Adviser’s 's activities which the Trust is required to maintain, and to render regular reports to the Manager and to the Trust’s 's officers and Trustees concerning the Adviser’s 's discharge of the foregoing responsibilities. The Adviser shall discharge the foregoing responsibilities subject to the Manager’s 's oversight and the control of the officers and the Trustees of the Trust and in compliance with such policies as the Trustees may from time to time establish, and in compliance with the objectives, policies, and limitations for each such Portfolio set forth in the Trust’s 's current registration statement as amended from time to time and applicable laws and regulations. The Adviser accepts such employment and agrees to render the services for the compensation specified herein and to provide at its own expense the office space, furnishings and equipment and the personnel required by it to perform the services on the terms and for the compensation provided herein. (With respect to any of the Portfolio assets allocated for management by the Adviser, the Adviser can request that the Manager will make the investment decisions with respect to that portion of assets which the Adviser deems should be invested in short-term money market instruments. The Manager agrees to provide this service.) The Manager will instruct the Trust’s 's Custodian(s) to hold and/or transfer the Portfolios’ ' assets in accordance with Proper Instructions received from the Adviser. (For this purpose, the term “"Proper Instructions” " shall have the meaning(s) specified in the applicable agreement(s) between the Trust and its custodian(s).) The Advisor shall not have the authority to cause the Manager or the Trust to deliver securities or other property, or pay cash to the Adviser other than payment of the management fee provided for in this Agreement. The Adviser will not be responsible for the cost of securities or brokerage commissions or any other Trust expenses except as specified in this Agreement.

Duties of the Adviser. The Manager employs appoints the Adviser to manage the investment and reinvestment of such portion, if any, of the Portfolios’ Company’s assets as is designated by the Manager from time to time, and, with respect to such assets, to continuously review, supervise, and administer the investment program of the PortfoliosCompany, to determine in the Adviser’s discretion the securities assets to be purchased acquired or solddisposed of for a Company portfolio and to coordinate with other Company service providers as necessary to effectuate acquisitions and dispositions of such investments upon reasonable prior written notice to the Adviser, to provide the Manager and the Trust with records concerning the Adviser’s activities which the Trust Company is required to maintain, and to render regular reports to the Manager and to the Trust’s officers and Trustees concerning the Adviser’s discharge of the foregoing responsibilities. The Adviser also shall initially determine and make such modifications to the identity and number of shares of the Deposit Securities and the Company Securities required for a Company Deposit or Company Redemption for the Company as may be necessary as a result of rebalancing adjustments and corporate action events, and may give directions to the Company’s custodian with respect to such designation. Capitalized terms used but not defined in the preceding sentence have the meaning set forth in the Fund’s current registration statement. The Adviser shall discharge the foregoing responsibilities (1) in conformity with all applicable securities law, including but not limited to the Investment Company Act, the Advisers Act, the Commodity Exchange Act, as amended, the Securities Act of 1933, as amended (“Securities Act”), and the Securities Exchange Act of 1934, as amended (“Exchange Act”), and the rules thereunder, (2) subject to the Manager’s oversight and the control of the officers and the Trustees of the Trust and in compliance with such policies established by the Company Board as the Trustees Manager may from time to time establishprovide to the Adviser, and (3) in compliance with the objectives, policies, and limitations for each such Portfolio the Company set forth in the Trust’s current registration statement as amended from time to time and applicable laws and regulations, and (4) in compliance with such other investment guidelines or restrictions established from time to time by the Manager or the Company and agreed to by the Adviser which shall be communicated in writing by the Manager to Adviser in advance. The Adviser accepts such employment appointment and agrees to render the services for the compensation specified herein and to provide at its own expense the office space, furnishings and equipment and the personnel required by it to perform the services on the terms and for the compensation provided herein. (With respect to any of the Portfolio Company assets allocated for management by the Adviser, the Adviser can request that the Manager will make the investment decisions with respect to that portion of assets which any residual cash in the Adviser deems should be invested in short-term money market instrumentsCompany. The Manager agrees to provide this service.. The Adviser has categorized the Manager as a professional client (as defined in the rules, guidance, principles and codes comprised in the Handbook of Rules and Guidance issued by the FCA (the “FCA Rules”) and the Adviser will provide its services hereunder on that basis. The Manager has the right to request that the Adviser categorize it as a retail client (as defined in the FCA Rules) either generally or in specific circumstances. However, it is the Adviser’s policy not to agree to such requests from its clients. The Manager will instruct the TrustCompany’s Custodian(scustodian(s) to hold and/or transfer the Portfolios’ Company’s assets in accordance with Proper Instructions received from the Adviser. (For this purpose, the term “Proper Instructions” shall have the meaning(s) specified in the applicable agreement(s) between the Trust Company and its custodian(s)) as notified to the Adviser, but generally refers to a writing by the representatives of the Adviser who have been authorized by the Manager from time to time to provide instructions to the Company’s custodian. For the purpose of clarification, “Proper Instructions” can be instructions in any format, including without limitation, electronic instructions that are agreed upon in writing by the Adviser and the Company’s custodian.) The Adviser is authorized on behalf of the Manager, and consistent with the investment discretion delegated to the Adviser herein, to: (i) negotiate the terms of any documents including without limitation, futures and options transactions, brokerage agreements, clearing agreements, account documentation, futures and option agreements, swap agreements, and other investment related agreements required to meet the obligations of the Trust with respect to any investments made for the Company. Such documentation includes but may not be limited to any market and/or industry standard documentation and the standard representations contained therein. The Adviser is authorized on behalf of Manager to make all elections required in such agreements, instruments and documentation and to receive all related notices from brokers or other counterparties. Manager also authorizes Adviser as agent and attorney-in-fact to make transactions in futures contracts and options on futures contracts on margin, for the Company, and authorizes each broker with whom Adviser makes such transactions to follow its instructions with respect to such transactions. Manager understands and agrees that Adviser will determine that such transactions are permitted before instructing a broker to enter into such transactions and that any broker receiving an order for any such transaction will have no independent obligation to ensure that the transactions are consistent with the Trust’s registration statement or the Company’s investment guidelines; and (ii) acknowledge the receipt of brokers’ risk disclosure statements, electronic trading disclosure statements and similar disclosures, provided, however, that (a) the Adviser shall be responsible for ensuring that any such representations are consistent with the Company’s investment policies and other governing documents with respect to the investment policies and governing documents applicable to the investments managed by the Adviser; (b) with the reasonable assistance of the Manager, the Adviser shall be responsible for providing all notifications and delivering all documents required to be provided or delivered by the Manager under such documentation; and (c) the Adviser shall promptly notify the Manager of any event of default, potential event of default that in the Adviser’s sole discretion is likely to occur or termination event affecting the Company under such documentation. The Adviser further shall have the authority to instruct the custodian to: (i) pay cash for property delivered for the Company, (ii) deliver or accept delivery of, upon receipt of payment or payment upon receipt of, commodities or other property underlying any futures or options contracts, and other property purchased or sold for the Company ; (iii) deposit margin or collateral which shall include the transfer of money or other property to the extent necessary to meet the obligations of the Company with respect to any investments made pursuant to the Trust’s registration statement, provided, however, that unless otherwise approved by the Manager, any such deposit of margin or collateral shall be effected by transfer or segregation within an account maintained for the Company by its custodian subject to control agreement, acceptable in form and substance to the Manager, pursuant to which such custodian agrees and accepts entitlement, orders or instructions from the secured party with respect to such margin or collateral. The Adviser shall not have the authority to cause the Manager or the Company to deliver property or pay cash to the Adviser. The Adviser will not be responsible for the cost of securities or brokerage commissions or any other Trust expenses except as specified in this Agreement. The Adviser shall not delegate any of its rights, duties or obligations under this Agreement with respect to its discretionary investment and advisory functions without the prior written consent of the Manager. Notwithstanding anything in this Agreement to the contrary, however, the Adviser may, at its own discretion, perform any or all of its duties, rights, powers, functions and obligations with respect to activities other than discretionary investment and advisory functions hereunder through one or more of its affiliates and their respective directors, officers and employees (each, an “Associate”) without the consent of the Manager; provided that (i) the Adviser shall always remain responsible to the Manager for the Adviser’s obligations under this Agreement, (ii) the Adviser shall be responsible for ensuring that each Associate complies with the terms of this Agreement, and (iii) the Adviser shall compensate its Associates out of the fees it receives hereunder.

Duties of the Adviser. The Manager employs the Adviser to manage the investment and reinvestment of such portion, if any, of the Portfolios’ ' assets as is designated by the Manager from time to time, and, with respect to such assets, to continuously review, supervise, and administer the investment program of the Portfolios, to determine in the Adviser’s 's discretion the securities to be purchased or sold, to provide the Manager and the Trust with records concerning the Adviser’s 's activities which the Trust is required to maintain, and to render regular reports to the Manager and to the Trust’s 's officers and Trustees concerning the Adviser’s 's discharge of the foregoing responsibilities. The Adviser shall discharge the foregoing responsibilities subject to the Manager’s 's oversight and the control of the officers and the Trustees of the Trust and in compliance with such policies as the Trustees may from time to time establish, and in compliance with the objectives, policies, and limitations for each such Portfolio set forth in the Trust’s 's current registration statement as amended from time to time and applicable laws and regulations. The Adviser accepts such employment and agrees to render the services for the compensation specified herein and to provide at its own expense the office space, furnishings and equipment and the personnel required by it to perform the services on the terms and for the compensation provided herein. (With respect to any of the Portfolio assets allocated for management by the Adviser, the Adviser can request that the Manager will make the investment decisions with respect to that portion of assets which the Adviser deems should be invested in short-term money market instruments. The Manager agrees to provide this service.) The Manager will instruct the Trust’s 's Custodian(s) to hold and/or transfer the Portfolios’ ' assets in accordance with Proper Instructions received from the Adviser. (For this purpose, the term “"Proper Instructions” " shall have the meaning(s) specified in the applicable agreement(s) between the Trust and its custodian(s).) . The Advisor shall not have the authority to cause the Manager or the Trust to deliver securities or other property, or pay cash to the Adviser other than payment of the management fee provided for in this Agreement. The Adviser will not be responsible for the cost of securities or brokerage commissions or any other Trust expenses except as specified in this Agreement.

Duties of the Adviser. (a) The Manager employs the Adviser to manage the investment and reinvestment of such portion, if any, of the Portfolios’ ' assets as is designated by the Manager from time to time, and, with respect to such assets, to continuously review, supervise, and administer the investment program of the Portfolios, to determine in the Adviser’s 's discretion the securities to be purchased or sold, to provide the Manager and the Trust with records concerning the Adviser’s 's activities which the Trust is required to maintain, and to render regular reports to the Manager and to the Trust’s 's officers and Trustees concerning the Adviser’s 's discharge of the foregoing responsibilities. The Adviser shall discharge the foregoing responsibilities subject to the Manager’s 's oversight and the control of the officers and the Trustees of the Trust and in compliance with such policies as the Trustees may from time to time establishestablish and provide to the Adviser, and in compliance with the objectives, policies, and limitations for each such Portfolio set forth in the Trust’s 's current registration statement as amended from time to time and made available to the Adviser and applicable laws and regulations. The Adviser accepts such employment and agrees to render the services for the compensation specified herein and to provide at its own expense the office space, furnishings and equipment and the personnel required by it to perform the services on the terms and for the compensation provided herein. (With respect to any of the Portfolio assets allocated for management by the Adviser, the Adviser can request that the Manager will make the investment decisions with respect to that portion of assets which the Adviser deems should be invested in short-term money market instruments. The Manager agrees to provide this service.) The Manager will instruct the Trust’s 's Custodian(s) to hold and/or transfer the Portfolios’ ' assets in accordance with Proper Instructions received from the Adviser. (For this purpose, the term “"Proper Instructions” " shall have the meaning(s) specified in the applicable agreement(s) between the Trust and its custodian(s) and provided to the Adviser).. The Adviser is authorized on behalf of the Portfolios, and consistent with the investment discretion delegated to the Adviser herein, to: (i) enter into agreements and execute any documents (e.g. any derivatives documentation such as exchange traded and over-the-counter, as applicable) required to meet the obligations of the Trust with respect to any investments made for the Portfolios. Such documentation includes but may not be limited to any market and/or industry standard documentation and the standard representations contained therein; and (ii) acknowledge the receipt of brokers’ risk disclosure statements, electronic trading disclosure statements and similar disclosures, provided, however, that (a) the Adviser shall be responsible for ensuring that any such representations are accurate and consistent with the relevant Portfolio’s investment policies and other governing documents; (b) the Adviser shall be responsible for providing all notifications and delivering all documents required to be provided or delivered by a Portfolio under such documentation; and (c) the Adviser shall immediately notify the Manager of any event of default, potential event of default or termination event affecting a Portfolio under such documentation. The Adviser further shall have the authority to instruct the custodian to: (i) pay cash for securities and other property delivered for the Portfolios, (ii) deliver or accept delivery of, upon receipt of payment or payment upon receipt of, securities, commodities or other property underlying any futures or options contracts, and other property purchased or sold for the Portfolios; (iii) deposit margin or collateral which shall include the transfer of money, securities or other property to the extent necessary to meet the obligations of a Portfolio with respect to any of its investments made pursuant to the Trust’s registration statement, provided, however, that unless otherwise approved by the Manager, any such deposit of margin or collateral shall be effected by transfer or segregation within an account maintained for the Portfolios by its custodian subject to a control agreement, acceptable in form and substance to the Manager, pursuant to which such custodian agrees and accepts entitlement orders or instructions from the secured party with respect to such margin or collateral. The Adviser shall not have the authority to cause the Manager or the Trust to deliver securities or other property, or pay cash to the Adviser other than payment of the management fee provided for in this Agreement. The Adviser will not be responsible for the cost of securities or brokerage commissions or any other Trust expenses except as specified in this Agreement. The Adviser shall not be liable for any act, conduct or omission of the Trust’s Custodian(s).

Duties of the Adviser. The Manager employs and the Company appoint the Adviser to manage the investment and reinvestment of such portion, if any, of the Portfolios’ Company’s assets as is designated by the Manager from time to time, and, with respect to such assets, to continuously review, supervise, and administer the investment program of the PortfoliosCompany, to determine in the Adviser’s discretion the securities assets to be purchased or sold, to provide the Manager and the Trust Company with records concerning the Adviser’s activities which the Trust Company is required to maintain, and to render regular reports to the Manager and to the TrustCompany’s officers and Trustees Company Board concerning the Adviser’s discharge of the foregoing responsibilities. The Adviser shall discharge the foregoing responsibilities (1) in conformity with all applicable securities law, including but not limited to the Investment Company Act, the Advisers Act, the Commodity Exchange Act, as amended, the Securities Act of 1933, as amended (“Securities Act”), and the Securities Exchange Act of 1934, as amended (“Exchange Act”), (2) subject to the Manager’s oversight and the control of the officers and the Trustees of the Trust Company Board and in compliance with such policies as the Trustees Company Board may from time to time establish, and (3) in compliance with the objectives, policies, and limitations for each such Portfolio the Company set forth in the Trust’s current registration statement as amended from time to time and applicable laws and regulations, and (4) in compliance with such other investment guidelines or restrictions established from time to time by the Manager or the Company and agreed to by the Adviser which shall be communicated in writing by the Manager to Adviser in advance. The Adviser accepts such employment appointment and agrees to render the services for the compensation specified herein and to provide at its own expense the office space, furnishings and equipment and the personnel required by it to perform the services on the terms and for the compensation provided herein. (With respect to any of the Portfolio Company assets allocated for management by the Adviser, the Adviser can request that the Manager will make the investment decisions with respect to that portion of assets which any residual cash in the Adviser deems should be invested in short-term money market instrumentsCompany. The Manager agrees to provide this service.. The Adviser has categorized the Company as a professional client (as defined in the rules, guidance, principles and codes comprised in the Handbook of Rules and Guidance issued by the FCA (the “FCA Rules”)) and the Adviser will provide its services hereunder on that basis. The Company has the right to request that the Adviser categorize it as a retail client (as defined in the FCA Rules) either generally or in specific circumstances. However, it is the Adviser’s policy not to agree to such requests from its clients. The Manager will instruct the TrustCompany’s Custodian(scustodian(s) to hold and/or transfer the Portfolios’ Company’s assets in accordance with Proper Instructions received from the Adviser. (For this purpose, the term “Proper Instructions” shall have the meaning(s) specified in the applicable agreement(s) between the Trust Company and its custodian(s), but generally refers to a writing by the representatives of the Adviser who have been authorized by the Company’s Board from time to time to provide instructions to the Company’s custodian. For the purpose of clarification, “Proper Instructions” can be instructions in any format, including without limitation, electronic instructions that are agreed upon in writing by the Adviser and the Company’s custodian.) The Adviser is authorized on behalf of the Company, and consistent with the investment discretion delegated to the Adviser herein, to: (i) negotiate the terms of any documents including without limitation, futures and options transactions, brokerage agreements, clearing agreements, account documentation, futures and option agreements, swap agreements, and other investment related agreements required to meet the obligations of the Trust with respect to any investments made for the Company. Such documentation includes but may not be limited to any market and/or industry standard documentation and the standard representations contained therein. The Adviser is authorized on behalf of Manager to make all elections required in such agreements, instruments and documentation and make and to receive all related notices from brokers or other counterparties. Manager also authorizes Adviser as agent and attorney-in-fact to make transactions in futures contracts and options on futures contracts on margin, for the Company, and authorizes each broker with whom Adviser makes such transactions to follow its instructions with respect to such transactions. Manager understands and agrees that Adviser will determine that such transactions are permitted before instructing a broker to enter into such transactions and that any broker receiving an order for any such transaction will have no independent obligation to ensure that the transactions are consistent with the Trust’s registration statement or the Company’s investment guidelines; and (ii) acknowledge the receipt of brokers’ risk disclosure statements, electronic trading disclosure statements and similar disclosures, provided, however, that (a) the Adviser shall be responsible for ensuring that any such representations are consistent with the Company’s investment policies and other governing documents with respect to the investment policies and governing documents applicable to the investments managed by the Adviser; (b) with the reasonable assistance of the Manager, the Adviser shall be responsible for providing all notifications and delivering all documents required to be provided or delivered by the Company under such documentation; and (c) the Adviser shall promptly notify the Manager of any event of default, potential event of default that in the Adviser’s sole discretion is likely to occur or termination event affecting a the Company under such documentation. The Adviser further shall have the authority to instruct the custodian to: (i) pay cash for property delivered for the Company, (ii) deliver or accept delivery of, upon receipt of payment or payment upon receipt of, commodities or other property underlying any futures or options contracts, and other property purchased or sold for the Company ; (iii) deposit margin or collateral which shall include the transfer of money or other property to the extent necessary to meet the obligations of the Company with respect to any investments made pursuant to the Trust’s registration statement, provided, however, that unless otherwise approved by the Manager, any such deposit of margin or collateral shall be effected by transfer or segregation within an account maintained for the Company by its custodian subject to control agreement, acceptable in form and substance to the Manager, pursuant to which such custodian agrees and accepts entitlement, orders or instructions from the secured party with respect to such margin or collateral. The Adviser shall not have the authority to cause the Manager or the Company to deliver property or pay cash to the Adviser. The Adviser will not be responsible for the cost of securities or brokerage commissions or any other Trust expenses except as specified in this Agreement. The Adviser shall not delegate any of its rights, duties or obligations under this Agreement with respect to its discretionary investment and advisory functions without the prior written consent of the Manager and the Company. Notwithstanding anything in this Agreement to the contrary, however, the Adviser may, at its own discretion, perform any or all of its duties, rights, powers, functions and obligations with respect to activities other than discretionary investment and advisory functions hereunder through one or more of its affiliates and their respective directors, officers and employees (each, an “Associate”) without the consent of the Manager or the Company; provided that (i) the Adviser shall always remain responsible to the Manager and the Company for the Adviser’s obligations under this Agreement, (ii) the Adviser shall be responsible for ensuring that each Associate complies with the terms of this Agreement, and (iii) the Adviser shall compensate its Associates out of the fees it receives hereunder.”

Duties of the Adviser. The Manager employs the Adviser to manage the investment and reinvestment of such portion, if any, of the Portfolios’ assets as is designated by the Manager from time to time, and, with respect to such assets, to continuously review, supervise, and administer the investment program of the Portfolios, to determine in the Adviser’s discretion the securities to be purchased or sold, to provide the Manager and the Trust with records concerning the Adviser’s activities which the Trust is required to maintain, and to render regular reports to the Manager and to the Trust’s officers and Trustees concerning the Adviser’s discharge of the foregoing responsibilities. The Adviser shall discharge the foregoing responsibilities subject to the Manager’s oversight and the control of the officers and the Trustees of the Trust and in compliance with such policies as the Trustees may from time to time establish, and in compliance with the objectives, policies, and limitations for each such Portfolio set forth in the Trust’s current registration statement as amended from time to time and applicable laws and regulations. The Adviser accepts such employment and agrees to render the services for the compensation specified herein and to provide at its own expense the office space, furnishings and equipment and the personnel required by it to perform the services on the terms and for the compensation provided herein. (With respect to any of the Portfolio assets allocated for management by the Adviser, the Adviser can request that the Manager will make the investment decisions with respect to that portion of assets which the Adviser deems should be invested in short-term money market instruments. The Manager agrees to provide this service.) The Manager will instruct the Trust’s Custodian(s) to hold and/or transfer the Portfolios’ assets in accordance with Proper Instructions received from the Adviser. (For this purpose, the term “Proper Instructions” shall have the meaning(s) specified in the applicable agreement(s) between the Trust and its custodian(s).) The Adviser is authorized on behalf of the Portfolios, and consistent with the investment discretion delegated to the Adviser herein, to: (i) enter into agreements and execute any documents (e.g. any derivatives documentation such as exchange traded and over-the-counter, as applicable) required to meet the obligations of the Trust with respect to any investments made for the Portfolios. Such documentation includes but may not be limited to any market and/or industry standard documentation and the standard representations contained therein; and (ii) acknowledge the receipt of brokers’ risk disclosure statements, electronic trading disclosure statements and similar disclosures, provided, however, that (a) the Adviser shall be responsible for ensuring that any such representations are accurate and consistent with the relevant Portfolio’s investment policies and other governing documents; (b) the Adviser shall be responsible for providing all notifications and delivering all documents required to be provided or delivered by a Portfolio under such documentation; and (c) the Adviser shall immediately notify the Manager of any event of default, potential event of default or termination event affecting a Portfolio under such documentation. The Adviser further shall have the authority to instruct the custodian to: (i) pay cash for securities and other property delivered for the Portfolios, (ii) deliver or accept delivery of, upon receipt of payment or payment upon receipt of, securities, commodities or other property underlying any futures or options contracts, and other property purchased or sold for the Portfolios; (iii) deposit margin or collateral which shall include the transfer of money, securities or other property to the extent necessary to meet the obligations of the Portfolios with respect to any investments made pursuant to the Trust’s registration statement, provided, however, that unless otherwise approved by the Manager, any such deposit margin or collateral shall be effected by transfer or segregation within an account maintained for the Portfolios by its custodian subject to a control agreement, acceptable in form and substance to the Manager, pursuant to which such custodian agrees and accepts entitlement, orders or instructions from the secured party with respect to such margin or collateral. The Adviser shall not have the authority to cause the Manager or the Trust to deliver securities or other property, or pay cash to the Adviser other than payment of the management fee provided for in this Agreement. The Adviser will not be responsible for the cost of securities or brokerage commissions or any other Trust expenses except as specified in this Agreement.

Duties of the Adviser. (a) The Manager employs the Adviser to manage the investment and reinvestment of such portion, if any, of the Portfolios’ assets as is designated by the Manager from time to time, and, with respect to such assets, to continuously review, supervise, and administer the investment program of the Portfolios, to determine in the Adviser’s discretion the securities to be purchased or sold, to provide the Manager and the Trust with records concerning the Adviser’s activities which the Trust is required to maintain, and to render regular reports to the Manager and to the Trust’s officers and Trustees concerning the Adviser’s discharge of the foregoing responsibilities. The Adviser shall discharge the foregoing responsibilities subject to the Manager’s oversight and the control of the officers and the Trustees of the Trust and in compliance with such policies as the Trustees may from time to time establishestablish and provide to the Adviser, and in compliance with the objectives, policies, and limitations for each such Portfolio set forth in the Trust’s current registration statement as amended from time to time and made available to the Adviser and applicable laws and regulations. The Adviser accepts such employment and agrees to render the services for the compensation specified herein and to provide at its own expense the office space, furnishings and equipment and the personnel required by it to perform the services on the terms and for the compensation provided herein. (With respect to any of the Portfolio assets allocated for management by the Adviser, the Adviser can request that the Manager make the investment decisions with respect to that portion of assets which the Adviser deems should be invested in short-term money market instruments. The Manager agrees to provide this service.) The Manager will instruct the Trust’s Custodian(s) to hold and/or transfer the Portfolios’ assets in accordance with Proper Instructions received from the Adviser. (For this purpose, the term “Proper Instructions” shall have the meaning(s) specified in the applicable agreement(s) between the Trust and its custodian(s) and provide to the Adviser).. The Adviser is authorized on behalf of the Portfolios, and consistent with the investment discretion delegated to the Adviser herein, to: (i) enter into agreements and execute any documents (e.g. any derivatives documentation such as exchange traded and over-the-counter, as applicable) required to meet the obligations of the Trust with respect to any investments made for the Portfolios. Such documentation includes but may not be limited to any market and/or industry standard documentation and the standard representations contained therein; and (ii) acknowledge the receipt of brokers’ risk disclosure statements, electronic trading disclosure statements and similar disclosures, provided, however, that (a) the Adviser shall be responsible for ensuring that any such representations are accurate and consistent with the relevant Portfolio’s investment policies and other governing documents; (b) the Adviser shall be responsible for providing all notifications and delivering all documents required to be provided or delivered by a Portfolio under such documentation; and (c) the Adviser shall immediately notify the Manager of any event of default, potential event of default or termination event affecting a Portfolio under such documentation. The Adviser further shall have the authority to instruct the custodian to: (i) pay cash for securities and other property delivered for the Portfolios, (ii) deliver or accept delivery of, upon receipt of payment or payment upon receipt of, securities, commodities or other property underlying any futures or options contracts, and other property purchased or sold for the Portfolios; (iii) deposit margin or collateral which shall include the transfer of money, securities or other property to the extent necessary to meet the obligations of a Portfolio with respect to any of its investments made pursuant to the Trust’s registration statement, provided, however, that unless otherwise approved by the Manager, any such deposit of margin or collateral shall be effected by transfer or segregation within an account maintained for the Portfolios by its custodian subject to a control agreement, acceptable in form and substance to the Manager, pursuant to which such custodian agrees and accepts entitlement orders or instructions from the secured party with respect to such margin or collateral. The Advisor shall not have the authority to cause the Manager or the Trust to delivery securities or other property, or pay cash to the Adviser other than payment of the management fee provided for in this Agreement. The Adviser will not be responsible for the cost of securities or brokerage commissions or any other Trust expenses except as specified in this Agreement. The Adviser shall not be liable for any act, conduct or omission of the Trust’s Custodian(s).

Duties of the Adviser. The Manager employs the Adviser to shall manage the investment and reinvestment of such portion, if any, affairs of the Portfolios’ assets Trust as is designated set forth herein, either by taking such actions itself or by delegating its duties to a subadviser pursuant to a written subadvisory agreement. Such duties shall include, but not limited to, continuously providing the Manager from time to timeTrust with investment management, andincluding investment research, with respect to such assetsadvice and supervision, to continuously review, supervise, and administer the investment program of the Portfolios, to determine in the Adviser’s discretion the determining which securities to shall be purchased or sold, to provide the Manager and sold by each Portfolio of the Trust with records concerning the Adviser’s activities which the Trust is required to maintain, and to render regular reports to the Manager making purchases and to the Trust’s officers and Trustees concerning the Adviser’s discharge sales of the foregoing responsibilitiessecurities on behalf of each Portfolio. The Adviser Adviser's management shall discharge the foregoing responsibilities be subject to the Manager’s oversight and the control of the officers and the Trustees of the Trust (the "Trustees") and in compliance with such policies as the Trustees may from time to time establish, and in compliance accordance with the objectives, policies, policies and limitations restrictions for each such Portfolio set forth in the Trust’s 's Registration Statement and its current registration statement Prospectus and Statement of Additional Information, as amended from time to time time, the requirements of the Investment Company Act of 1940, as amended (the "Act") and other applicable laws law, as well as to the factors affecting the Trust's status as a regulated investment company under the Internal Revenue Code of 1986, as amended, (the "Code") and regulationsthe regulations thereunder and the status of variable contracts under the diversification requirements set forth in Section 817(h) of the Code and the regulations thereunder. The In performing such duties, the Adviser accepts shall (i) provide such employment and agrees to render the services for the compensation specified herein and to provide at its own expense the office space, furnishings bookkeeping, accounting, clerical, secretarial and equipment administrative services (exclusive of, and in addition to, any such service provided by any others retained by the Trust or any of its Portfolios) and such executive and other personnel required by it to perform the services on the terms and as shall be necessary for the compensation provided herein. operations of each Portfolio, (With respect to any of the Portfolio assets allocated for management by the Adviser, the Adviser can request that the Manager make the investment decisions with respect to that portion of assets which the Adviser deems should be invested in short-term money market instruments. The Manager agrees to provide this service.ii) The Manager will instruct the Trust’s Custodian(s) to hold and/or transfer the Portfolios’ assets in accordance with Proper Instructions received from the Adviser. (For this purpose, the term “Proper Instructions” shall have the meaning(s) specified in the applicable agreement(s) between the Trust and its custodian(s).) The Adviser will not be responsible for the cost financial and accounting records required to be maintained by each Portfolio (including those maintained by the Trust's custodian), and (iii) oversee the performance of securities services provided to each Portfolio by others, including the custodian, transfer agent, shareholder servicing agent and subadviser, if any. The Trust acknowledges that the Adviser also acts as the manager of other investment companies. With respect to the Cash Management Portfolio, the Adviser hereby accepts the responsibilities for making the determinations required by Rule 2a-7 under the Act to be made by the Trustees of the Trust and which are delegable by the Trustees pursuant to paragraph (e) of such Rule, to the extent that the Trusteesmay hereinafter delegate such responsibilities to the Adviser. The Adviser may delegate certain of its duties under this Agreement with respect to a Portfolio to a subadviser pursuant to a written agreement, subject to the approval of the Trustees and a Portfolio=s shareholders, as required by the Act. The Adviser is solely responsible for payment of any fees or brokerage commissions or any other charges to a subadviser arising from such delegation and the Trust expenses except as specified in this Agreementshall have no liability therefor.

Duties of the Adviser. The Manager Trust hereby employs the Adviser to act as investment adviser for and to manage the investment and reinvestment of such portion, if any, the assets of the Trust and, except as otherwise provided in an administration agreement, to administer its affairs, subject to the supervision of the Trustees of the Trust, for the period and on the terms set forth in this Contract. The Adviser will perform these duties with respect to any and all series of shares ("Portfolios’ assets as is designated ") which may be established by the Manager Trustees pursuant to the Trust's Declaration of Trust. Portfolios may be terminated and additional Portfolios established from time to timetime by action of the Trustees of the Trust. The Adviser hereby accepts such employment, andand undertakes to afford to the Trust the advice and assistance of the Adviser's organization in the choice of investments and in the purchase and sale of securities for each Portfolio and to furnish for the use of the Trust office space and all necessary office facilities, equipment and personnel for servicing the investments of the Portfolios and for administering the Trust's affairs and to pay the salaries and fees of all officers and Trustees of the Trust who are members of the Adviser's organization and all personnel of the Adviser performing services relating to research and investment activities. The Adviser shall for all purposes herein be deemed to be an independent contractor and shall, except as otherwise expressly provided or authorized, have no authority to act for or represent the Trust in any way or otherwise be deemed an agent of the Trust. The Adviser shall provide the Trust with respect such investment management and supervision as the Trust may from time to such assetstime consider necessary for the proper supervision of its Portfolios. As investment adviser to the Portfolios, the Adviser shall furnish continuously an investment program and shall determine from time to time what securities shall be purchased, sold or exchanged and what portion of each Portfolio's assets shall be held uninvested, subject always to the applicable restrictions of the Declaration of Trust, By-Laws and registration statement of the Trust under the Investment Company Act of 1940, all as from time to time amended. The Adviser is authorized, in its discretion and without prior consultation with the Trust, but subject to each Portfolio's investment objective, policies and restrictions, to continuously reviewbuy, supervisesell, lend and administer the otherwise trade in any stocks, bonds, options and other securities and investment program instruments on behalf of the Portfolios, to determine in purchase, write or sell options on securities, futures contracts or indices on behalf of the Adviser’s discretion the securities to be purchased or soldPortfolios, to provide enter into commodities contracts on behalf of the Manager Portfolios, including contracts for the future delivery of securities or currency and the Trust with records concerning the Adviser’s activities which the Trust is required to maintainfutures contracts on securities or other indices, and to render regular reports to the Manager execute any and all agreements and instruments and to do any and all things incidental thereto in connection with the Trust’s officers and Trustees concerning the Adviser’s discharge management of the foregoing responsibilitiesPortfolios. The Adviser shall discharge the foregoing responsibilities subject to the Manager’s oversight and the control of the officers and Should the Trustees of the Trust at any time, however, make any specific determination as to investment policy for the Portfolios and notify the Adviser thereof in compliance writing, the Adviser shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such determination has been revoked. The Adviser shall take, on behalf of the Portfolios, all actions which it deems necessary or desirable to implement the investment policies of the Trust and of each Portfolio. The Adviser shall place all orders for the purchase or sale of portfolio securities for the account of a Portfolio with such policies brokers or dealers selected by the Adviser, and to that end the Adviser is authorized as the Trustees may from time agent of the Portfolio to time establish, give instructions to the custodian of the Portfolio as to deliveries of securities and in compliance payments of cash for the account of a Portfolio or the Trust. In connection with the objectivesselection of such brokers or dealers and the placing of such orders, policiesthe Adviser shall use its best efforts to seek to execute portfolio security transactions at prices which are advantageous to the Portfolios and (when a disclosed commission is being charged) at reasonably competitive commission rates. In selecting brokers or dealers qualified to execute a particular transaction, brokers or dealers may be selected who also provide brokerage and limitations research services and products (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934) to the Adviser. The Adviser is expressly authorized to cause the Portfolios to pay any broker or dealer who provides such brokerage and research service and products a commission for each executing a security transaction which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if the Adviser determines in good faith that such Portfolio amount of commission is reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the overall responsibilities which the Adviser and its affiliates have with respect to accounts over which they exercise investment discretion. Subject to the requirement set forth in the Trust’s current registration statement second sentence of this paragraph, the Adviser is authorized to consider, as amended from time to time and applicable laws and regulations. The Adviser accepts a factor in the selection of any broker or dealer with whom purchase or sale orders may be placed, the fact that such employment and agrees to render the services for the compensation specified herein and to provide at its own expense the office space, furnishings and equipment and the personnel required by it to perform the services on the terms and for the compensation provided herein. (With respect to any broker or dealer has sold or is selling shares of the Portfolio assets allocated for management or the Trust or of other investment companies sponsored by the Adviser, the Adviser can request that the Manager make the investment decisions with respect to that portion of assets which the Adviser deems should be invested in short-term money market instruments. The Manager agrees to provide this service.) The Manager will instruct the Trust’s Custodian(s) to hold and/or transfer the Portfolios’ assets in accordance with Proper Instructions received from the Adviser. (For this purpose, the term “Proper Instructions” shall have the meaning(s) specified in the applicable agreement(s) between the Trust and its custodian(s).) The Adviser will not be responsible for the cost of securities or brokerage commissions or any other Trust expenses except as specified in this Agreement.

Duties of the Adviser. The Manager employs the Adviser to manage the investment and reinvestment of such portion, if any, of the Portfolios’ assets as is designated by the Manager from time to time, and, with respect to such assets, to continuously review, supervise, and administer the investment program of the Portfolios, to determine in the Adviser’s discretion the securities to be purchased or sold, to provide the Manager and the Trust with records concerning the Adviser’s activities which the Trust is required to maintain, and to render regular reports to the Manager and to the Trust’s officers and Trustees concerning the Adviser’s discharge of the foregoing responsibilities. The Adviser shall discharge the foregoing responsibilities subject to the Manager’s oversight and the control of the officers and the Trustees of the Trust and in compliance with such policies as the Trustees may from time to time establish, and in compliance with the objectives, policies, and limitations for each such Portfolio set forth in the Trust’s current registration statement as amended from time to time and applicable laws and regulations, and any guidelines or procedures adopted by the Trust’s Board of Trustees, or implemented by the Manager with respect to the Adviser; provided that with respect to procedures governing transactions involving “affiliated persons,” as defined by the 1940 Act (such as those adopted pursuant to 1940 Act Rules 17a-7, 17e-1, and 10f-3), the Manager will identify any affiliated person of the Manager and each Portfolio, other than affiliates of the Adviser, taking into account all applicable exemptive orders and no-action relief applicable to the Trust and the Portfolios. The Adviser accepts such employment and agrees to render the services for the compensation specified herein and to provide at its own expense the office space, furnishings and equipment and the personnel required by it to perform the services on the terms and for the compensation provided herein. The Adviser shall not be responsible for any other expenses unless expressly stated in writing. (With respect to any of the Portfolio assets allocated for management by the Adviser, the Adviser in its sole discretion can request that the Manager make the investment decisions with respect to that portion of assets assets, which the Adviser deems deems, should be invested in short-term money market instruments. The Manager agrees to provide this service.) The Manager will instruct the Trust’s Custodian(s) to hold and/or transfer the Portfolios’ assets in accordance with Proper Instructions received from the Adviser. (For this purpose, the term “Proper Instructions” shall have the meaning(s) specified in the applicable agreement(s) between the Trust and its custodian(s).) The Adviser will not be responsible for the cost of securities or brokerage commissions or any other Trust expenses except as specified in this Agreement.

Duties of the Adviser. (a) The Manager employs Trust acknowledges and agrees that it is contemplated that the Adviser will manage the investment operations and composition of the Fund and render investment advice for the Fund. The Adviser may, at its own expense, select and contract with one or more investment sub-advisers to manage the investment operations and composition of the Fund of the Trust and render investment advice for the Fund. The services provided by the Adviser or any such sub-adviser shall include: (i) furnishing continuously an investment program for the Fund; (ii) managing the investment and reinvestment of such Fund assets; (iii) determining which investments shall be purchased, held, sold or exchanged for the Fund and what portion, if any, of the Portfolios’ assets as is designated by the Manager from time to time, and, with respect to such assets, to continuously review, supervise, and administer the investment program of the Portfolios, to determine Fund shall be held uninvested; (iv) making changes on behalf of the Trust in the Adviser’s discretion investments for the securities to be purchased or sold, to provide the Manager and Fund; (v) providing the Trust with records concerning the Adviser’s activities which that the Trust is required to maintain; (vi) provide recommendations to the Trust's Board of Trustees with respect to the selection of third- party service providers ("Service Providers"), and, at the direction of the Board of Trustees, thereafter: (A) negotiate, coordinate and implement the Trust's contractual obligations with respect to the Fund with such Service Providers; (B) monitor, oversee and review the performance of such Service Providers to ensure adherence to applicable contractual obligations; and (C) prepare or coordinate reports and presentations to the Board of Trustees with respect to such Service Providers as requested or as deemed appropriate; (vii) make available employees of the Advisor to serve as officers and Trustees of the Trust, and to render regular pay the salaries and expenses of all such officers and Trustees (except the Chief Compliance Officer and his or her staff); and (viii) rendering reports to the Manager and to the Trust’s 's officers and Board of Trustees concerning the Adviser’s 's discharge of the foregoing responsibilities. Service Providers include, but are not limited to, entities providing custody, administrative and fund accounting services. The Adviser shall discharge the foregoing responsibilities subject furnish to the Manager’s oversight Trust all office facilities, equipment, services and executive and administrative personnel necessary for managing the control of the officers and the Trustees investment program of the Trust and in compliance with such policies as for the Trustees may from time to time establish, and in compliance with the objectives, policies, and limitations for each such Portfolio set forth in the Trust’s current registration statement as amended from time to time and applicable laws and regulationsFund. The Adviser accepts such employment and agrees to render may enter into arrangements with other persons affiliated or unaffiliated with the services Adviser for the compensation specified herein provision of certain personnel and facilities to provide at its own expense the office space, furnishings and equipment and the personnel required by it to perform the services on the terms and for the compensation provided herein. (With respect to any of the Portfolio assets allocated for management by the Adviser, the Adviser can request that the Manager make the investment decisions with respect to that portion of assets which enable the Adviser deems should be invested in short-term money market instruments. The Manager agrees to provide this service.) The Manager will instruct the Trust’s Custodian(s) to hold and/or transfer the Portfolios’ assets in accordance with Proper Instructions received from the Adviser. (For this purpose, the term “Proper Instructions” shall have the meaning(s) specified in the applicable agreement(s) between the Trust fulfill its duties and its custodian(s).) The Adviser will not be responsible for the cost of securities or brokerage commissions or any other Trust expenses except as specified in obligations under this Agreement.

Duties of the Adviser. The Manager employs the Adviser to shall manage the investment and reinvestment of such portion, if any, affairs of the Portfolios’ assets Trust as is designated set forth herein, either by taking such actions itself or by delegating its duties to a subadviser pursuant to a written subadvisory agreement. Such duties shall include, but not limited to, continuously providing the Manager from time to timeTrust with investment management, andincluding investment research, with respect to such assetsadvice and supervision, to continuously review, supervise, and administer the investment program of the Portfolios, to determine in the Adviser’s discretion the determining which securities to shall be purchased or sold, to provide the Manager and sold by each Portfolio of the Trust with records concerning the Adviser’s activities which the Trust is required to maintain, and to render regular reports to the Manager making purchases and to the Trust’s officers and Trustees concerning the Adviser’s discharge sales of the foregoing responsibilitiessecurities on behalf of each Portfolio. The Adviser Advisers management shall discharge the foregoing responsibilities be subject to the Manager’s oversight and the control of the officers and the Trustees of the Trust (the Trustees) and in compliance with such policies as the Trustees may from time to time establish, and in compliance accordance with the objectives, policies, policies and limitations restrictions for each such Portfolio set forth in the Trust’s Trusts Registration Statement and its current registration statement Prospectus and Statement of Additional Information, as amended from time to time time, the requirements of the Investment Company Act of 1940, as amended (the Act) and other applicable laws law, as well as to the factors affecting the Trusts status as a regulated investment company under the Internal Revenue Code of 1986, as amended, (the Code) and regulationsthe regulations thereunder and the status of variable contracts under the diversification requirements set forth in Section 817(h) of the Code and the regulations thereunder. The In performing such duties, the Adviser accepts shall (i) provide such employment and agrees to render the services for the compensation specified herein and to provide at its own expense the office space, furnishings bookkeeping, accounting, clerical, secretarial and equipment administrative services (exclusive of, and in addition to, any such service provided by any others retained by the Trust or any of its Portfolios) and such executive and other personnel required by it to perform the services on the terms and as shall be necessary for the compensation provided herein. operations of each Portfolio, (With respect to any of the Portfolio assets allocated for management by the Adviser, the Adviser can request that the Manager make the investment decisions with respect to that portion of assets which the Adviser deems should be invested in short-term money market instruments. The Manager agrees to provide this service.ii) The Manager will instruct the Trust’s Custodian(s) to hold and/or transfer the Portfolios’ assets in accordance with Proper Instructions received from the Adviser. (For this purpose, the term “Proper Instructions” shall have the meaning(s) specified in the applicable agreement(s) between the Trust and its custodian(s).) The Adviser will not be responsible for the cost financial and accounting records required to be maintained by each Portfolio (including those maintained by the Trusts custodian), (iii) oversee the performance of securities services provided to each Portfolio by others, including the custodian, transfer agent, shareholder servicing agent and subadviser, if any. The Trust acknowledges that the Adviser also acts as the manager of other investment companies; (iv) together with the assistance of affiliates, (a) evaluate the subadviser, if any, and advise the Trustees of the subadviser(s) which the Adviser believes is/are best suited to invest the assets of each Portfolio, (b) monitor and evaluate the investment performance of each subadviser employed by the Trust, (c) allocate the portion of each Portfolios assets to be managed by each subadviser; and (d) shall recommend changes of or brokerage commissions the addition of subadvisers when appropriate. The Adviser may delegate certain of its duties under this Agreement with respect to a Portfolio to a subadviser pursuant to a written agreement, subject to the approval of the Trustees as required by the Act. The Adviser may, as it deems necessary or appropriate from time to time, (i) terminate a subadvisory arrangement with respect to a Portfolio, or a component of the assets thereof, and engage a new subadviser for such Portfolio, or component thereof, or (ii) amend the agreement between itself and a subadviser, without obtaining shareholder approval in either case; provided, however, that any such new subadvisory arrangement or amendment to an existing arrangement be approved by the Trustees in the manner required by either Act or order of the Securities and Exchange Commission exempting the Adviser and the Trust from the provisions of Section 15(a) of the Act relating to the engagement of subadvisers for the Portfolios. The Adviser is solely responsible for payment of any fees or other charges to a subadviser arising from such delegation and the Trust expenses except as specified in this Agreementshall have no liability therefor.

Duties of the Adviser. The Manager employs the Adviser to manage the investment and reinvestment of such portion, if any, of the Portfolios’ assets as is designated by the Manager from time to time, and, with respect to such assets, to continuously review, supervise, and administer the investment program of the Portfolios, to determine in the Adviser’s discretion the securities to be purchased or sold, to provide the Manager and the Trust with records concerning the Adviser’s activities which the Trust is required to maintain, and to render regular reports to the Manager and to the Trust’s officers and Trustees concerning the Adviser’s discharge of the foregoing responsibilities. The Adviser shall discharge the foregoing responsibilities subject to the Manager’s oversight and the control of the officers and the Trustees of the Trust and in compliance with such policies as the Trustees may from time to time establish, and in compliance with the objectives, policies, and limitations for each such Portfolio set forth in the Trust’s current registration statement as amended from time to time and applicable laws and regulations. The Adviser accepts such employment and agrees to render the services for the compensation specified herein and to provide at its own expense the office space, furnishings and equipment and the personnel required by it to perform the services on the terms and for the compensation provided herein. (With respect to any of the Portfolio assets allocated for management by the Adviser, the Adviser can request that the Manager will make the investment decisions with respect to that portion of assets which the Adviser deems should be invested in short-term money market instruments. The Manager agrees to provide this service.) The Manager will instruct the Trust’s Custodian(s) to hold and/or transfer the Portfolios’ assets in accordance with Proper Instructions received from the Adviser. (For this purpose, the term “Proper Instructions” shall have the meaning(s) specified in the applicable agreement(s) between the Trust and its custodian(s).) The Adviser is authorized on behalf of the Portfolios, and consistent with the investment discretion delegated to the Adviser herein, to: (i) enter into agreements and execute any documents (e.g. any derivatives documentation such as exchange traded and over-the-counter, as applicable) required to meet the obligations of the Trust with respect to any investments made for the Portfolios. Such documentation includes but may not be limited to any market and/or industry standard documentation and the standard representations contained therein; and (ii) acknowledge the receipt of brokers’ risk disclosure statements, electronic trading disclosure statements and similar disclosures, provided, however, that (a) the Adviser shall be responsible for ensuring that any such representations are accurate and consistent with the relevant Portfolio’s investment policies and other governing documents; (b) the Adviser shall be responsible for providing all notifications and delivering all documents required to be provided or delivered by a Portfolio under such documentation; and (c) the Adviser shall immediately notify the Manager of any event of default, potential event of default or termination event affecting a Portfolio under such documentation. The Adviser further shall have the authority to instruct the custodian to: (i) pay cash for securities and other property delivered for the Portfolios, (ii) deliver or accept delivery of, upon receipt of payment or payment upon receipt of, securities, commodities or other property underlying any futures or options contracts, and other property purchased or sold for the Portfolios; (iii) deposit margin or collateral which shall include the transfer of money, securities or other property to the extent necessary to meet the obligations of the Portfolios with respect to any investments made pursuant to the Trust’s registration statement, provided, however, that unless otherwise approved by the Manager, any such deposit margin or collateral shall be effected by transfer or segregation within an account maintained for the Portfolios by its custodian subject to control agreement, acceptable in form and substance to the Manager, pursuant to which such custodian agrees and accepts entitlement, orders or instructions from the secured party with respect to such margin or collateral. The Advisor shall not have the authority to cause the Manager or the Trust to deliver securities or other property, or pay cash to the Adviser other than payment of the management fee provided for in this Agreement. The Adviser will not be responsible for the cost of securities or brokerage commissions or any other Trust expenses except as specified in this Agreement.

Duties of the Adviser. (a) The Manager employs the Adviser to manage the investment and reinvestment of such portion, if any, of the Portfolios’ assets as is designated by the Manager from time to time, and, with respect to such assets, to continuously review, supervise, and administer the investment program of the Portfolios, to determine in the Adviser’s discretion the securities to be purchased or sold, to provide the Manager and the Trust with records concerning the Adviser’s activities which the Trust is required to maintain, and to render regular reports to the Manager and to the Trust’s officers and Trustees concerning the Adviser’s discharge of the foregoing responsibilities. The Adviser shall discharge the foregoing responsibilities subject to the Manager’s oversight and the control of the officers and the Trustees of the Trust and in compliance with such policies as the Trustees may from time to time establish, and in compliance with the objectives, policies, and limitations for each such Portfolio set forth in the Trust’s current registration statement Registration Statement as amended from time to time and applicable laws and regulations. The Adviser accepts such employment and agrees to render the services for the compensation specified herein and to provide at its own expense the office space, furnishings and equipment and the personnel required by it to perform the services on the terms and for the compensation provided herein. (With respect to any of the Portfolio assets allocated for management by the Adviser, the Adviser can request that the Manager will make the investment decisions with respect to that portion of assets which the Adviser deems should be invested in short-term money market instruments. The Manager agrees to provide this service.) The Manager will instruct the Trust’s Custodian(scustodian(s) to hold and/or transfer the Portfolios’ assets in accordance with Proper Instructions received from the Adviser. (For this purpose, the term “Proper Instructions” shall have the meaning(s) specified in the applicable agreement(s) between the Trust and its custodian(s).) The Trust or the Manager shall notify the Adviser of the identities of its custodian banks and the custody arrangements therewith with respect to the assets to be managed by the Adviser and shall give the Adviser written notice of any changes in such custodian banks or custody arrangements that relate to Adviser’s obligations under this Agreement. The Adviser is authorized on behalf of the Portfolios, and consistent with the investment discretion delegated to the Adviser herein, to: (i) enter into agreements and execute any documents (e.g. any derivatives documentation such as exchange traded and over-the-counter, as applicable) required to meet the obligations of the Trust with respect to any investments made for the Portfolios. Such documentation includes but may not be limited to any market and/or industry standard documentation and the standard representations contained therein; and (ii) acknowledge the receipt of brokers’ risk disclosure statements, electronic trading disclosure statements and similar disclosures, provided, however, that (a) the Adviser shall be responsible for ensuring that any such representations are accurate and consistent with the relevant Portfolio’s investment policies and other governing documents; (b) the Adviser shall be responsible for providing all notifications and delivering all documents required to be provided or delivered by a Portfolio under such documentation; and (c) the Adviser shall immediately notify the Manager of any event of default, potential event of default or termination event affecting a Portfolio under such documentation. The Adviser further shall have the authority to instruct the custodian to: (i) pay cash for securities and other property delivered for the Portfolios, (ii) deliver or accept delivery of, upon receipt of payment or payment upon receipt of, securities, commodities or other property underlying any futures or options contracts, and other property purchased or sold for the Portfolios; (iii) deposit margin or collateral which shall include the transfer of money, securities or other property to the extent necessary to meet the obligations of the Portfolios with respect to any investments made pursuant to the Trust’s registration statement, provided, however, that unless otherwise approved by the Manager, any such deposit margin or collateral shall be effected by transfer or segregation within an account maintained for the Portfolios by its custodian subject to a control agreement, acceptable in form and substance to the Manager, pursuant to which such custodian agrees and accepts entitlement, orders or instructions from the secured party with respect to such margin or collateral. The Adviser shall not have the authority to cause the Manager or the Trust to deliver securities or other property, or pay cash to the Adviser other than payment of the management fee provided for in this Agreement. The Adviser will not be responsible for the cost of securities or brokerage commissions or any other Trust expenses except as specified in this Agreement.

Duties of the Adviser. The Manager employs the Adviser to manage the investment and reinvestment of such portion, if any, of the Portfolios’ assets as is designated by the Manager from time to time, and, with respect to such assets, to continuously review, supervise, and administer the investment program of the Portfolios, to determine in the Adviser’s discretion the securities to be purchased or sold, to provide the Manager and the Trust Trust, or such other party as directed by Manager, with records concerning the Adviser’s activities which the Trust is required to maintainmaintain or which the Manager may reasonably request, and to render regular reports to the Manager and to the Trust’s officers and Trustees concerning the Adviser’s discharge of the foregoing responsibilities. The Adviser shall discharge the foregoing responsibilities subject to the Manager’s oversight and the control of the officers and the Trustees of the Trust and in compliance with such policies as the Trustees may from time to time establish, and in compliance with the objectives, policies, and limitations for each such Portfolio set forth in the Trust’s current registration statement as amended from time to time and applicable laws and regulations. The Adviser accepts such employment and agrees to render the services for the compensation specified herein and to provide at its own expense the office space, furnishings and equipment and the personnel required by it to perform the services on the terms and for the compensation provided herein. (With respect to any of the Portfolio assets allocated for management by the Adviser, the Adviser can request that the Manager make the investment decisions with respect to that portion of assets which the Adviser deems should be invested in short-term money market instruments. The Manager agrees to provide this service.) The Manager will instruct the Trust’s Custodian(s) to hold and/or transfer the Portfolios’ assets in accordance with Proper Instructions received from the Adviser. (For this purpose, the term “Proper Instructions” shall have the meaning(s) specified in the applicable agreement(s) between the Trust and its custodian(s).) The Adviser will not be responsible for the cost of securities or brokerage commissions or any other Trust expenses except as specified in this Agreement.

Duties of the Adviser. (a) The Manager employs the Adviser to manage the shall provide investment and reinvestment of such portionadvisory services, if anyincluding but not limited to, of the Portfolios’ assets as is designated by the Manager from time to time, and, making decisions with respect to such all purchases and sales of securities and other investment assets for the Portfolios. Among other things, the Adviser shall make all decisions with respect to the Portfolios' investments in various securities or other assets, to continuously reviewin investment styles and, superviseif applicable, in other investment companies or pooled vehicles in which the Portfolios may invest. To carry out the services hereunder, the Adviser is hereby authorized, as agent and administer attorney-in-fact for the investment program Fund, for the account of, at the risk of and in the name of the Portfolios, to determine place orders and issue instructions with respect to transactions of the Portfolios. In all purchases, sales and other transactions for the Portfolios, the Adviser is authorized to exercise full discretion and act for the Fund in the Adviser’s discretion same manner and with the securities same force and effect as the Fund might or could do with respect to be purchased such purchases, sales or soldother transactions, as well as with respect to provide all other things necessary or incidental to the Manager furtherance or performance of its duties and obligations under this Agreement including, but not limited to, executing on behalf of the Portfolios and the Trust Fund such agreements and other documentation in connection with records concerning such purchases, sales or other transactions. The Fund acknowledges that the Fund and the Portfolios will be bound by such trading accounts established, and agreements and other documents executed. (b) The Adviser will report to the Board at each regular meeting thereof all material changes in the Portfolios since the prior report, and will also keep the Board informed of important developments affecting the Fund, the Portfolios and the Adviser’s activities which the Trust is required to maintain, and to render regular reports to on its own initiative will furnish the Manager and to the Trust’s officers and Trustees concerning the Adviser’s discharge of the foregoing responsibilities. The Adviser shall discharge the foregoing responsibilities subject to the Manager’s oversight and the control of the officers and the Trustees of the Trust and in compliance with such policies as the Trustees may Board from time to time establishwith such information as the Adviser may believe appropriate, whether concerning the individual companies whose securities are held by the Portfolios, the industries in which they engage, or the economic, social or political conditions prevailing in each country in which the Portfolios maintain investments. The Adviser will also furnish the Board with such statistical and in compliance analytical information with the objectives, policies, and limitations for each such Portfolio set forth respect to securities in the Trust’s current registration statement Portfolios as amended the Adviser may believe appropriate or as the Board reasonably may request. (c) The Adviser will from time to time employ or associate with such persons as the Adviser believes to be appropriate or necessary to assist in the execution of the Adviser's duties hereunder; provided, however, that, except as otherwise provided herein, the employment of or sub-contracting with any such person shall not relieve the Adviser of its responsibilities or liabilities hereunder; and applicable laws and regulationsprovided further that the Adviser shall not have the authority to subcontract advisory responsibilities without the consent of the Fund. The Adviser accepts cost of performance of such employment duties shall be borne and agrees to render the services for the compensation specified herein and to provide at its own expense the office space, furnishings and equipment and the personnel required by it to perform the services on the terms and for the compensation provided herein. (With respect to any of the Portfolio assets allocated for management paid by the Adviser, . No obligation may be imposed on the Adviser can request that the Manager make the investment decisions with respect to that portion of assets which the Adviser deems should be invested Fund in short-term money market instruments. The Manager agrees to provide this service.) The Manager will instruct the Trust’s Custodian(s) to hold and/or transfer the Portfolios’ assets in accordance with Proper Instructions received from the Adviserany such respect. (For this purpose, the term “Proper Instructions” shall have the meaning(s) specified in the applicable agreement(s) between the Trust and its custodian(s).d) The Adviser will not shall pay its own expenses in connection with the services to be responsible for the cost of securities or brokerage commissions or any other Trust expenses except as specified in provided by it pursuant to this Agreement. Section 4.

Duties of the Adviser. The Manager employs the Adviser to manage the investment and reinvestment of such portion, if any, of the Portfolios’ assets as is designated by the Manager from time to time, and, with respect to such assets, to continuously review, supervise, and administer the investment program of the Portfolios, to determine in the Adviser’s discretion the securities to be purchased or sold, to provide the Manager and the Trust with records concerning the Adviser’s activities which the Trust is required to maintain, and to render regular reports to the Manager and to the Trust’s officers and Trustees concerning the Adviser’s discharge of the foregoing responsibilities. The Adviser shall discharge the foregoing responsibilities subject to the Manager’s oversight and the control of the officers and the Trustees of the Trust and in compliance with such policies as the Trustees may from time to time establish, and in compliance with the objectives, policies, and limitations for each such Portfolio set forth in the Trust’s current registration statement as amended from time to time and applicable laws and regulations. The Manager acknowledges that the Adviser is not the compliance agent for the Portfolios or the Manager, and does not have access to all of the Portfolios’ books and records necessary to perform certain compliance testing. However, to the extent the Adviser has agreed to perform the services specified in this Agreement, the Adviser shall perform compliance testing based upon its books and records with respect to the Portfolio(s), which comprise a portion of the Portfolios’ books and records, and upon information and written instructions received from the Portfolio(s) and/or the Manager. The Adviser accepts such employment and agrees to render the services for the compensation specified herein and to provide at its own expense the office space, furnishings and equipment and the personnel required by it to perform the services on the terms and for the compensation provided herein. (With respect to any of the Portfolio assets allocated for management by the Adviser, the Adviser can request that the Manager make the investment decisions with respect to that portion of assets which the Adviser deems should be invested in short-term money market instruments. The Manager agrees to provide this service.) The Manager will instruct the Trust’s Custodian(s) to hold and/or transfer the Portfolios’ assets in accordance with Proper Instructions received from the Adviser. (For this purpose, the term “Proper Instructions” shall have the meaning(s) specified in the applicable agreement(s) between the Trust and its custodian(s).) The Adviser will not be responsible for the cost of securities or brokerage commissions or any other Trust expenses except as specified in this Agreement, and shall not be responsible for providing fund administration services, such as fund accounting and tax services, to the Portfolios. Manager has made available or will make available to Adviser current copies and supplements thereto of the Portfolios’ Prospectus and Statement of Additional Information, and will promptly make available to it all future amendments and supplements, if any. Manager shall provide the Adviser with reasonable advance notice of (i) any change to a Portfolio’s investment objectives, policies and/or restrictions, and (ii) any change to the Trust’s compliance policies and procedures that are reasonably likely to affect the management of the Portfolios or that otherwise relate to the Adviser’s duties hereunder.

Duties of the Adviser. The Manager employs and the Trust appoint the Adviser to manage the investment and reinvestment of such portion, if any, of the Portfolios’ Funds' assets as is designated by the Manager from time to time, and, with respect to such assets, to continuously review, supervise, and administer the investment program of the PortfoliosFunds, to determine in the Adviser’s 's discretion the securities to be purchased or sold, to provide the Manager and the Trust with records concerning the Adviser’s 's activities which the Trust is required to maintain, and to render regular reports to the Manager and to the Trust’s 's officers and Trustees concerning the Adviser’s 's discharge of the foregoing responsibilities. The Adviser shall discharge the foregoing responsibilities (1) in conformity with all applicable securities law, including but not limited to the Investment Company Act, the Advisers Act, the Commodity Exchange Act, the Securities Act of 1933 (“Securities Act”), and the Securities Exchange Act of 1934 (“Exchange Act”), (2) subject to the Manager’s 's oversight and the control of the officers and the Trustees of the Trust and in compliance with such policies as the Trustees Board may from time to time establish, and (3) in compliance with the objectives, policies, and limitations for each such Portfolio Fund set forth in the Trust’s 's current registration statement as amended from time to time and made available to Adviser, and applicable laws and regulations, and (4) in compliance with such other investment guidelines or restrictions established from time to time by the Manager or the Trust, all of which policies, investment guidelines and restrictions shall be communicated in writing by the Manager to Adviser in advance. The Adviser’s responsibilities described in the preceding sentence and elsewhere within this Agreement with regard to compliance with any standard shall apply to such portion of the Fund’s assets for which the Adviser is responsible for making investment decisions, and the Adviser shall have no responsibility for any compliance obligations that require monitoring or attention to any other assets of the Fund. The Adviser accepts such employment appointment and agrees to render the services for the compensation specified herein and to provide at its own expense the office space, furnishings and equipment and the personnel required by it to perform the services on the terms and for the compensation provided herein. (With respect to any of the Portfolio Fund assets allocated for management by the Adviser, the Adviser can request that the Manager will make the investment decisions with respect to that portion of assets which the Adviser deems should be invested in short-term money market instruments. The Manager agrees to provide this service.) The Manager will instruct the Trust’s Custodian(s's custodian(s) to hold and/or transfer the Portfolios’ Funds' assets in accordance with Proper Instructions received from the Adviser. (For this purpose, the term “"Proper Instructions” " shall have the meaning(s) specified in the applicable agreement(s) between the Trust and its custodian(s), but generally refers to a writing by the representatives of the Adviser who have been authorized by the Trust’s Board from time to time to provide instructions to the Trust’s custodian. For the purpose of clarification, “Proper Instructions” can be instructions in any format, including without limitation, electronic instructions that are agreed upon by the Adviser and the Trust’s custodian.) The Adviser is authorized on behalf of the Funds, and consistent with the investment discretion delegated to the Adviser herein, to: (i) enter into agreements and execute any documents including without limitation, futures and options transactions, brokerage agreements, clearing agreements, account documentation, futures and option agreements, swap agreements, and other investment related agreements required to meet the obligations of the Trust with respect to any investments made for the Funds. Such documentation includes but may not be limited to any market and/or industry standard documentation and the standard representations contained therein. Adviser is authorized on behalf of Manager to make all elections required in such agreements, instruments and documentation and make and receive all related notices from brokers or other counterparties. Manager also authorizes Adviser as agent and attorney-in-fact to make transactions in futures contracts and options on futures contracts on margin, for the Fund, and authorizes each broker with whom Adviser makes such transactions to follow its instructions with respect to such transactions. Manager understands and agrees that Adviser will determine that such transactions are permitted before instructing a broker to enter into such transactions and that any broker receiving an order for any such transaction will have no independent obligation to ensure that the transactions are consistent with the Trust’s registration statement or the Fund’s investment guidelines; and (ii) acknowledge the receipt of brokers’ risk disclosure statements, electronic trading disclosure statements and similar disclosures, provided, however, that (a) the Adviser shall be responsible for ensuring that any such representations are consistent with the relevant Fund’s investment policies and other governing documents, provided that such policies have been provided by the Manager to the Adviser in advance and such governing documents have been made available; (b) the Adviser shall be responsible for providing all notifications and delivering all documents required to be provided or delivered by a Fund under such documentation (provided that the Manager and Adviser shall have mutually agreed in advance to the form of any certification required to be provided by the Adviser thereunder); and (c) the Adviser shall immediately notify the Manager of any event of default, potential event of default or termination event affecting a Fund under such documentation. The Adviser further shall have the authority to instruct the custodian to: (i) pay cash for securities and other property delivered for the Fund, (ii) deliver or accept delivery of, upon receipt of payment or payment upon receipt of, securities, commodities or other property underlying any futures or options contracts, and other property purchased or sold for the Fund; (iii) deposit margin or collateral which shall include the transfer of money, securities or other property to the extent necessary to meet the obligations of the Funds with respect to any investments made pursuant to the Trust’s registration statement, provided, however, that unless otherwise approved by the Manager, any such deposit of margin or collateral shall be effected by transfer or segregation within an account maintained for the Funds by its custodian subject to a control agreement, acceptable in form and substance to the Manager, pursuant to which such custodian agrees and accepts entitlement, orders or instructions from the secured party with respect to such margin or collateral. The Adviser shall not have the authority to cause the Manager or the Trust to deliver securities or other property, or to pay cash, to the Adviser other than payment of the management fee provided for in this Agreement. The Adviser will not be responsible for the cost of securities or brokerage commissions or any other Trust expenses except as specified in this Agreement.

Duties of the Adviser. The Manager employs the Adviser to manage the investment and reinvestment of such portion, if any, of the Portfolios’ ' assets as is designated by the Manager from time to time, and, with respect to such assets, to continuously review, supervise, and administer the investment program of the Portfolios, to determine in the Adviser’s 's discretion the securities to be purchased or sold, to provide the Manager and the Trust with records concerning the Adviser’s 's activities which the Trust is required to maintain, and to render regular reports to the Manager and to the Trust’s 's officers and Trustees concerning the Adviser’s 's discharge of the foregoing responsibilities. The Adviser shall discharge the foregoing responsibilities subject to the Manager’s 's oversight and the control of the officers and the Trustees of the Trust and in compliance with such policies as the Trustees may from time to time establish, and in compliance with the objectives, policies, and limitations for each such Portfolio set forth in the Trust’s 's current registration statement as amended from time to time and applicable laws and regulations. The Adviser accepts such employment and agrees to render the services for the compensation specified herein and to provide at its own expense the office space, furnishings and equipment and the personnel required by it to perform the services on the terms and for the compensation provided herein. (With respect to any of the Portfolio assets allocated for management by the Adviser, the Adviser can request that the Manager will make the investment decisions with respect to that portion of assets which the Adviser deems should be invested in short-term money market instruments. The Manager agrees to provide this service.) The Manager will instruct the Trust’s 's Custodian(s) to hold and/or transfer the Portfolios’ ' assets in accordance with Proper Instructions received from the Adviser. (For this purpose, the term “"Proper Instructions” " shall have the meaning(s) specified in the applicable agreement(s) between the Trust and its custodian(s).) The Adviser will not be responsible for the cost of securities or brokerage commissions or any other Trust expenses except as specified in this Agreement.

Duties of the Adviser. The Manager employs the Adviser to manage the investment and reinvestment of such portion, if any, of the Portfolios’ assets as is designated by the Manager and agreed to by the Adviser from time to time, and, with respect to such assets, to continuously review, supervise, and administer the investment program of the Portfolios, to determine in the Adviser’s discretion the securities to be purchased or sold, to provide the Manager and the Trust with records concerning the Adviser’s activities which the Trust is required to maintain, and to render regular reports to the Manager and to the Trust’s officers and Trustees concerning the Adviser’s discharge of the foregoing responsibilities. The Adviser shall discharge the foregoing responsibilities subject to the Manager’s oversight and the control of the officers and the Trustees of the Trust and in compliance with such policies as the Trustees may from time to time establish, and in compliance with the objectives, policies, and limitations for each such Portfolio set forth in the Trust’s current registration statement as amended from time to time and applicable laws and regulations. The Adviser accepts such employment and agrees to render the services for the compensation specified herein and to provide at its own expense the office space, furnishings and equipment and the personnel required by it to perform the services on the terms and for the compensation provided herein. (With respect to any of the Portfolio assets allocated for management by the Adviser, the Adviser can request that the Manager will make the investment decisions with respect to that portion of assets which the Adviser deems should be invested in short-term money market instruments. The Manager agrees to provide this service.) The Manager will instruct the Trust’s Custodian(s) to hold and/or transfer the Portfolios’ assets in accordance with Proper Instructions received from the Adviser. (For this purpose, the term “Proper Instructions” shall have the meaning(s) specified in the applicable agreement(s) between the Trust and its custodian(s).) The Adviser is authorized on behalf of the Portfolios, and consistent with the investment discretion delegated to the Adviser herein, to: (i) enter into agreements and execute any documents (e.g. any derivatives documentation such as exchange traded and over-the-counter, as applicable) required to meet the obligations of the Trust with respect to any investments made for the Portfolios. Such documentation includes but may not be limited to any market and/or industry standard documentation and the standard representations contained therein; and (ii) acknowledge the receipt of brokers’ risk disclosure statements, electronic trading disclosure statements and similar disclosures, provided, however, that (a) the Adviser shall be responsible for ensuring that any such representations are accurate and consistent with the relevant Portfolio’s investment policies and other governing documents; (b) the Adviser shall be responsible for providing all notifications and delivering all documents required to be provided or delivered by a Portfolio under such documentation; and (c) the Adviser shall immediately notify the Manager of any event of default, potential event of default or termination event affecting a Portfolio under such documentation. The Adviser further shall have the authority to instruct the custodian to: (i) pay cash for securities and other property delivered for the Portfolios, (ii) deliver or accept delivery of, upon receipt of payment or payment upon receipt of, securities, commodities or other property underlying any futures or options contracts, and other property purchased or sold for the Portfolios; (iii) deposit margin or collateral which shall include the transfer of money, securities or other property to the extent necessary to meet the obligations of the Portfolios with respect to any investments made pursuant to the Trust’s registration statement, provided, however, that unless otherwise approved by the Manager, any such deposit margin or collateral shall be effected by transfer or segregation within an account maintained for the Portfolios by its custodian subject to a control agreement, acceptable in form and substance to the Manager, pursuant to which such custodian agrees and accepts entitlement, orders or instructions from the secured party with respect to such margin or collateral. The Adviser shall not have the authority to cause the Manager or the Trust to deliver securities or other property, or pay cash to the Adviser other than payment of the management fee provided for in this Agreement. The Adviser will not be responsible for the cost of securities or brokerage commissions or any other Trust expenses except as specified in this Agreement.

Duties of the Adviser. The Manager employs the Adviser to manage the investment and reinvestment of such portion, if any, of the Portfolios’ Portfolio’s assets as is designated by the Manager from time to time, and, with respect to such assets, to continuously review, supervise, and administer the investment program of the PortfoliosPortfolio, to determine in the Adviser’s discretion the securities to be purchased or sold, to provide the Manager and the Trust with records concerning the Adviser’s activities which the Trust is required to maintain, and to render regular reports to the Manager and to the Trust’s officers and Trustees concerning the Adviser’s discharge of the foregoing responsibilities. The Adviser shall discharge the foregoing responsibilities subject to the Manager’s oversight and the control of the officers and the Trustees of the Trust and in compliance with such policies as the Trustees may from time to time establish, and in compliance with the objectives, policies, and limitations for each of such Portfolio set forth in the Trust’s current registration statement as amended from time to time and applicable laws and regulations. The Adviser accepts such employment and agrees to render the services for the compensation specified herein and to provide at its own expense the office space, furnishings and equipment and the personnel required by it to perform the services on the terms and for the compensation provided herein. (With respect to any of the Portfolio Portfolio’s assets allocated for management by the Adviser, the Adviser can request that the Manager will make the investment decisions with respect to that portion of assets which the Adviser deems should be invested in short-term money market instruments. The Manager agrees to provide this service.) The Manager will instruct the Trust’s Custodian(s) to hold and/or transfer the Portfolios’ Portfolio’s assets in accordance with Proper Instructions received from the Adviser. (For this purpose, the term “Proper Instructions” shall have the meaning(s) specified in the applicable agreement(s) between the Trust and its custodian(s).) The Adviser is authorized on behalf of the Portfolio, and consistent with the investment discretion delegated to the Adviser herein, to: (i) enter into agreements and execute any documents (e.g. any derivatives documentation such as exchange traded and over-the-counter, as applicable) required to meet the obligations of the Trust with respect to any investments made for the Portfolio. Such documentation includes but may not be limited to any market and/or industry standard documentation and the standard representations contained therein; and (ii) acknowledge the receipt of brokers’ risk disclosure statements, electronic trading disclosure statements and similar disclosures, provided, however, that (a) the Adviser shall be responsible for ensuring that any such representations are accurate and consistent with the Portfolio’s investment policies and other governing documents; (b) the Adviser shall be responsible for providing all notifications and delivering all documents required to be provided or delivered by the Portfolio under such documentation; and (c) the Adviser shall immediately notify the Manager of any event of default, potential event of default or termination event affecting the Portfolio under such documentation. The Adviser further shall have the authority to instruct the custodian to: (i) pay cash for securities and other property delivered for the Portfolio, (ii) deliver or accept delivery of, upon receipt of payment or payment upon receipt of, securities, commodities or other property underlying any futures or options contracts, and other property purchased or sold for the Portfolio; (iii) deposit margin or collateral which shall include the transfer of money, securities or other property to the extent necessary to meet the obligations of the Portfolio with respect to any investments made pursuant to the Trust’s registration statement, provided, however, that unless otherwise approved by the Manager, any such deposit margin or collateral shall be effected by transfer or segregation within an account maintained for the Portfolio by its custodian subject to a control agreement, acceptable in form and substance to the Manager, pursuant to which such custodian agrees and accepts entitlement, orders or instructions from the secured party with respect to such margin or collateral. The Adviser shall not have the authority to cause the Manager or the Trust to deliver securities or other property, or pay cash to the Adviser other than payment of the management fee provided for in this Agreement. The Adviser will not be responsible for the cost of securities or brokerage commissions or any other Trust expenses except as specified in this Agreement.

Duties of the Adviser. The Manager employs the Adviser to shall manage the investment and reinvestment of such portion, if any, affairs of the Portfolios’ assets Trust as is designated set forth herein, either by taking such actions itself or by delegating its duties to a subadviser pursuant to a written subadvisory agreement. Such duties shall include, but not limited to, continuously providing the Manager from time to timeTrust with investment management, andincluding investment research, with respect to such assetsadvice and supervision, to continuously review, supervise, and administer the investment program of the Portfolios, to determine in the Adviser’s discretion the determining which securities to shall be purchased or sold, to provide the Manager and sold by each Portfolio of the Trust with records concerning the Adviser’s activities which the Trust is required to maintain, and to render regular reports to the Manager making purchases and to the Trust’s officers and Trustees concerning the Adviser’s discharge sales of the foregoing responsibilitiessecurities on behalf of each Portfolio. The Adviser Adviser's management shall discharge the foregoing responsibilities be subject to the Manager’s oversight and the control of the officers and the Trustees of the Trust (the "Trustees") and in compliance with such policies as the Trustees may from time to time establish, and in compliance accordance with the objectives, policies, policies and limitations restrictions for each such Portfolio set forth in the Trust’s 's Registration Statement and its current registration statement Prospectus and Statement of Additional Information, as amended from time to time time, the requirements of the Investment Company Act of 1940, as amended (the "Act") and other applicable laws law, as well as to the factors affecting the Trust's status as a regulated investment company under the Internal Revenue Code of 1986, as amended, (the "Code") and regulationsthe regulations thereunder and the status of variable contracts under the diversification requirements set forth in Section 817(h) of the Code and the regulations thereunder. The In performing such duties, the Adviser accepts shall (i) provide such employment and agrees to render the services for the compensation specified herein and to provide at its own expense the office space, furnishings bookkeeping, accounting, clerical, secretarial and equipment administrative services (exclusive of, and in addition to, any such service provided by any others retained by the Trust or any of its Portfolios) and such executive and other personnel required by it to perform the services on the terms and as shall be necessary for the compensation provided herein. operations of each Portfolio, (With respect to any of the Portfolio assets allocated for management by the Adviser, the Adviser can request that the Manager make the investment decisions with respect to that portion of assets which the Adviser deems should be invested in short-term money market instruments. The Manager agrees to provide this service.ii) The Manager will instruct the Trust’s Custodian(s) to hold and/or transfer the Portfolios’ assets in accordance with Proper Instructions received from the Adviser. (For this purpose, the term “Proper Instructions” shall have the meaning(s) specified in the applicable agreement(s) between the Trust and its custodian(s).) The Adviser will not be responsible for the cost financial and accounting records required to be maintained by each Portfolio (including those maintained by the Trust's custodian), and (iii) oversee the performance of securities services provided to each Portfolio by others, including the custodian, transfer agent, shareholder servicing agent and subadviser, if any. The Trust acknowledges that the Adviser also acts as the manager of other investment companies. With respect to the Cash Management Portfolio, the Adviser hereby accepts the responsibilities for making the determinations required by Rule 2a-7 under the Act to be made by the Trustees of the Trust and which are delegable by the Trustees pursuant to paragraph(e)of such Rule, to the extent that the Trustees may hereinafter delegate such responsibilities to the Adviser. The Adviser may delegate certain of its duties under this Agreement with respect to a Portfolio to a subadviser pursuant to a written agreement, subject to the approval of the Trustees and a Portfolio's shareholders, as required by the Act. The Adviser is solely responsible for payment of any fees or brokerage commissions or any other charges to a subadviser arising from such delegation and the Trust expenses except as specified in this Agreementshall have no liability therefor.

Duties of the Adviser. The Manager employs the Adviser to manage the investment and reinvestment of such portion, if any, of the Portfolios’ assets as is designated by the Manager from time to time, and, with respect to such assets, to continuously review, supervise, and administer the investment program of the Portfolios, to determine in the Adviser’s discretion the securities to be purchased or sold, to provide the Manager and the Trust with agreed upon records concerning the Adviser’s activities which the Trust is required to maintain, and to render regular agreed upon reports to the Manager and to the Trust’s officers and Trustees concerning the Adviser’s discharge of the foregoing responsibilities. The Adviser shall discharge the foregoing responsibilities subject to the Manager’s oversight and the control of the officers and the Trustees of the Trust and in compliance with such policies as the Trustees may from time to time establishestablish and provide to Adviser, and in compliance with the objectives, policies, and limitations for each such Portfolio set forth in the Trust’s current registration statement as amended from time to time and made available to Adviser, and applicable laws and regulations. The Adviser accepts such employment and agrees to render the services for the compensation specified herein and to provide at its own expense the office space, furnishings and equipment and the personnel required by it to perform the services on the terms and for the compensation provided herein. (With respect to For the avoidance of doubt, Adviser shall not have responsibility for or discretionary authority over the selection of any of the Portfolio assets allocated for cash management by the Adviser, the Adviser can request that the Manager make the investment decisions with respect to that portion of assets which the Adviser deems should be invested in or short-term money market instrumentsvehicle for uninvested cash in the Account. The Manager agrees to provide this service.) The Manager will instruct the Trust’s Custodian(s) to hold and/or transfer the Portfolios’ assets in accordance with Proper Instructions received from the Adviser. (For this purpose, the term “Proper Instructions” shall have the meaning(s) specified in the applicable agreement(s) between the Trust and its custodian(s)) and provided to Adviser.) The Adviser will not be responsible for the cost of securities or brokerage commissions or any other Trust expenses except as specified in this Agreement. The adviser shall not be liable for any act, conduct or omission of the Trust’s Custodian(s).

Duties of the Adviser. The Manager Trust hereby employs the Adviser to act as investment adviser for and to manage the investment and reinvestment of such portion, if any, the assets of the Portfolios’ assets as is designated by Fund and to administer its affairs, subject to the Manager from time to timesupervision of the Board of Trustees of the Trust, and, with respect to for the period and on the terms set forth in this Agreement. The Adviser hereby accepts such assets, to continuously review, superviseemployment, and administer undertakes to afford to the investment program Trust the advice and assistance of the Portfolios, to determine Adviser's organization in the Adviser’s discretion choice of investments and in the purchase and sale of securities for the Fund and to be purchased or soldfurnish for the use of the Fund office space and all necessary office facilities, to provide equipment and personnel for servicing the Manager investments of the Fund and the Trust with records concerning the Adviser’s activities which the Trust is required to maintainfor administering its affairs, and to render regular reports to pay the Manager salaries and to the Trust’s fees of all officers and Trustees concerning of the Trust who are members of the Adviser’s discharge 's organization and of all personnel of the foregoing responsibilitiesAdviser performing services relating to research and investment activities. The Adviser shall discharge for all purposes herein be deemed to be an independent contractor and shall, except as otherwise expressly provided or authorized, have no authority to act for or represent the foregoing responsibilities subject Trust in any way or otherwise be deemed an agent of the Trust. The Adviser shall provide the Trust with such investment management and supervision as the Trust may from time to time consider necessary for the proper supervision of the Fund. As investment adviser to the Manager’s oversight Trust, the Adviser shall furnish continuously an investment program and is authorized, in its discretion and without prior consultation with the control Trust, to buy, sell, lend and otherwise trade in any municipal bonds, notes, obligations, options and other securities and investment instruments on behalf of the officers Fund, to write or sell options on securities, futures contracts or indices on behalf of the Fund, to enter into commodities contracts on behalf of the Fund, including contracts for the future delivery of securities and futures contracts on securities or other indices, and to execute any and all agreements and instruments and to do any and all things incidental thereto in connection with the management of the Fund's investment portfolio. In the performance of its duties hereunder, the Adviser will at all times use its best efforts to safeguard and promote the welfare of the Fund and to comply with the provisions of the Declaration of Trust of the Trust, as from time to time amended, and with the Fund's investment objective, policies and limitations. Should the Trustees of the Trust at any time, however, make any specific determination as to investment policy for the Fund and notify the Adviser thereof in compliance writing, the Adviser shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such determination has been revoked. The Adviser shall take, on behalf of the Trust, all actions which it deems necessary or desirable to implement the investment policies of the Trust and of the Fund. The Adviser shall place all orders for the purchase or sale of portfolio securities for the Fund's account with such policies brokers or dealers or other persons selected by the Adviser, and to that end the Adviser is authorized as the Trustees agent of the Fund to give instructions to the custodian of the Fund as to deliveries of securities and payments of cash for the account of the Fund. In connection with the selection of such brokers or dealers or other persons and the placing of such orders, the Adviser shall use its best efforts to seek to execute security transactions at prices which are advantageous to the Fund and (when a disclosed commission is being charged) at reasonably competitive commission rates. In selecting brokers or dealers qualified to execute a particular transaction, brokers or dealers may from time be selected who also provide brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934) to time establishthe Adviser, and the Adviser is expressly authorized to pay any broker or dealer who provides such brokerage and research services a commission for executing a security transaction which is in compliance excess of the amount of commission another broker or dealer would have charged for effecting that transaction if the Adviser determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the overall responsibilities which the Adviser and its affiliates have with respect to accounts over which they exercise investment discretion. Subject to the objectives, policies, and limitations for each such Portfolio requirement set forth in the Trust’s current registration statement second sentence of this paragraph, the Adviser is authorized to consider as amended from time to time and applicable laws and regulations. The Adviser accepts a factor in the selection of any broker or dealer with whom purchase or sale orders may be placed the fact that such employment and agrees to render the services for the compensation specified herein and to provide at its own expense the office space, furnishings and equipment and the personnel required by it to perform the services on the terms and for the compensation provided herein. (With respect to any broker or dealer has sold or is selling shares of the Portfolio assets allocated for management Fund, or any other series of the Trust, or of other investment companies sponsored by the Adviser, the Adviser can request that the Manager make the investment decisions with respect to that portion of assets which the Adviser deems should be invested in short-term money market instruments. The Manager agrees to provide this service.) The Manager will instruct the Trust’s Custodian(s) to hold and/or transfer the Portfolios’ assets in accordance with Proper Instructions received from the Adviser. (For this purpose, the term “Proper Instructions” shall have the meaning(s) specified in the applicable agreement(s) between the Trust and its custodian(s).) The Adviser will not be responsible for the cost of securities or brokerage commissions or any other Trust expenses except as specified in this Agreement.

Duties of the Adviser. The Manager Trust employs the Adviser to manage the investment and reinvestment of such portionthe assets, if any, to hire (subject to the approval of the Portfolios’ assets Trust's Board of Trustees and, except as is designated otherwise permitted under the terms of any exemptive relief obtained by the Manager Adviser from time the Securities and Exchange Commission, or by rule or regulation, a majority of the outstanding voting securities of any affected Portfolio(s)) and thereafter supervise the investment activities of one or more sub-advisers deemed necessary to timecarry out the investment program of any Portfolios of the Trust, and, with respect to such assets, and to continuously review, supervise, supervise and (where appropriate) administer the investment program of the Portfolios, to determine in the Adviser’s its discretion (where appropriate) the securities to be purchased or sold, to provide the Manager Administrator and the Trust with records concerning the Adviser’s 's activities which the Trust is required to maintain, and to render regular reports to the Manager Administrator and to the Trust’s 's officers and Trustees concerning the Adviser’s 's discharge of the foregoing responsibilities. The retention of a sub-adviser by the Adviser shall not relieve the adviser of its responsibilities under this Agreement. The Adviser shall discharge the foregoing responsibilities subject to the Manager’s oversight and the control of the officers and the Board of Trustees of the Trust and in compliance with such policies as the Trustees may from time to time establish, and in compliance with the objectives, policies, and limitations for each such Portfolio set forth in the Trust’s current registration 's prospectus and statement of additional information, as amended from time to time (referred to collectively as the "Prospectus"), and applicable laws and regulations. The Trust will furnish the Adviser from time to time with copies of all amendments or supplements to the Prospectus, if any. The Adviser accepts such employment and agrees agrees, at its own expense to render the services for the compensation specified herein and to provide at its own expense the office space, furnishings and equipment and the personnel (including any sub-advisers) required by it to perform the services on the terms and for the compensation provided herein. (With respect to any of the Portfolio assets allocated for management by the Adviser, the Adviser can request that the Manager make the investment decisions with respect to that portion of assets which the Adviser deems should be invested in short-term money market instruments. The Manager agrees to provide this service.) The Manager will instruct the Trust’s Custodian(s) to hold and/or transfer the Portfolios’ assets in accordance with Proper Instructions received from the Adviser. (For this purpose, the term “Proper Instructions” shall have the meaning(s) specified in the applicable agreement(s) between the Trust and its custodian(s).) The Adviser will not be responsible not, however, pay for the cost of securities or securities, commodities, and other investments (including brokerage commissions and other transaction charges, if any) purchased or any other Trust expenses except as specified in this Agreementsold for the Trust.

Duties of the Adviser. The Manager employs the Adviser to manage the investment and reinvestment of such portion, if any, of the Portfolios’ ' assets as is designated by the Manager from time to time, and, with respect to such assets, to continuously review, supervise, and administer the investment program of the Portfolios, to determine in the Adviser’s 's discretion the securities to be purchased or sold, to provide the Manager and the Trust with records concerning the Adviser’s 's activities which the Trust is required to maintain, and to render regular reports to the Manager and to the Trust’s 's officers and Trustees concerning the Adviser’s 's discharge of the foregoing responsibilities. The Adviser shall discharge the foregoing responsibilities subject to the Manager’s 's oversight and the control of the officers and the Trustees of the Trust and in compliance with such policies as the Trustees may from time to time establish, and in compliance with the objectives, policies, and limitations for each such Portfolio set forth in the Trust’s 's current registration statement as amended from time to time and applicable laws and regulations. The Adviser accepts such employment and agrees to render the services for the compensation specified herein and to provide at its own expense the office space, furnishings and equipment and the personnel required by it to perform the services on the terms and for the compensation provided herein. (With respect to any of the Portfolio assets allocated for management by the Adviser, the Adviser can request that the Manager will make the investment decisions with respect to that portion of assets which the Adviser deems should be invested in short-term money market instruments. The Manager agrees to provide this service.) The Manager will instruct the Trust’s 's Custodian(s) to hold and/or transfer the Portfolios’ ' assets in accordance with Proper Instructions received from the Adviser. (For this purpose, the term “"Proper Instructions” " shall have the meaning(s) specified in the applicable agreement(s) between the Trust and its custodian(s).) The Adviser is authorized on behalf of the Portfolios, and consistent with the investment discretion delegated to the Adviser herein, to: (i) enter into agreements and execute any documents (e.g. any derivatives documentation such as exchange traded and over-the-counter, as applicable) required to meet the obligations of the Trust with respect to any investments made for the Portfolios. Such documentation includes but may not be limited to any market and/or industry standard documentation and the standard representations contained therein; and (ii) acknowledge the receipt of brokers’ risk disclosure statements, electronic trading disclosure statements and similar disclosures, provided, however, that (a) the Adviser shall be responsible for ensuring that any such representations are accurate and consistent with the relevant Portfolio’s investment policies and other governing documents; (b) the Adviser shall be responsible for providing all notifications and delivering all documents required to be provided or delivered by a Portfolio under such documentation; and (c) the Adviser shall immediately notify the Trust and the Manager of any event of default, potential event of default or termination event affecting a Portfolio under such documentation. The Adviser further shall have the authority to instruct the custodian to: (i) pay cash for securities and other property delivered for the Portfolios, (ii) deliver or accept delivery of, upon receipt of payment or payment upon receipt of, securities, commodities or other property underlying any futures or options contracts, and other property purchased or sold for the Portfolios; (iii) deposit margin or collateral which shall include the transfer of money, securities or other property to the extent necessary to meet the obligations of the Portfolios with respect to any investments made pursuant to the Trust’s registration statement, provided, however, that unless otherwise approved by the Manager, any such deposit margin or collateral shall be effected by transfer or segregation within an account maintained for the Portfolios by its custodian subject to control agreement, acceptable in form and substance to the Manager, pursuant to which such custodian agrees and accepts entitlement, orders or instructions from the secured party with respect to such margin or collateral. The Advisor shall not have the authority to cause the Manager or the Trust to deliver securities or other property, or pay cash to the Adviser other than payment of the management fee provided for in this Agreement. The Adviser will not be responsible for the cost of securities or brokerage commissions or any other Trust expenses except as specified in this Agreement.