Common use of Investment Advisory and Management Services Clause in Contracts

Investment Advisory and Management Services. The Investment Adviser hereby appoints the Subadviser to serve as subadviser to the Fund and the Subadviser hereby accepts such appointment. Subject to the supervision of the Investment Adviser, Subadviser will regularly provide the Fund with investment advice and investment management services concerning the investments of the Fund. The Subadviser will determine what securities shall be purchased, held or sold by the Fund and what portion of the Funds assets shall be held uninvested in cash and cash equivalents, subject always to the provisions of the Trusts Declaration of Trust and By-laws and the 1940 Act, and to the investment objectives, policies and restrictions applicable to the Fund (including, without limitation, the requirements of Subchapters L and M of the Internal Revenue Code of 1986, as amended) (the Code), as each of the same shall be from time to time in effect or set forth in the Funds Prospectus and Statement of Additional Information, as well as any other investment guidelines or policies the Board of Trustees or the Investment Adviser may from time to time establish and deliver in writing to the Subadviser. To carry out such determinations the Subadviser will exercise full discretion, subject to the preceding paragraph, and act for the Fund in the same manner and with the same force and effect as the Trust might or could do with respect to purchases, sales or other transactions, as well as with respect to all other things necessary or incidental to the furtherance or conduct of such purchases, sales or other transactions. Notwithstanding the foregoing, the Subadviser shall, upon written instructions from the Investment Adviser, effect such portfolio transactions for the Fund as the Investment Adviser may from time to time direct. Such instructions will be given in reasonable circumstances, including, without limitation, any termination of this Agreement. The Subadviser will also make its officers and employees available to meet with the officers of the Investment Adviser and the Trusts officers and Trustees at least quarterly on due notice to review the investments and investment program of the Fund in the light of current and prospective economic and market conditions. From time to time as the Board of Trustees of the Trust or the Investment Adviser may reasonably request, the Subadviser will furnish to the Investment Adviser and Trusts officers and to each of its Trustees, at the Subadvisers expense, reports on portfolio transactions and reports on issues of securities held by the Fund, all in such detail as the Trust or the Investment Adviser may reasonably request. The Subadviser shall maintain all books and records required by Rule 31a-1 under the 1940 Act relating to its responsibilities provided hereunder with respect to the Fund, and shall preserve such records for the periods and in a manner prescribed by Rule 31a-2 under the 1940 Act. The Subadviser shall permit the Investment Adviser, the Funds officers and its independent public accountants to inspect and audit such records at reasonable times during normal business hours upon due notice. If any occasion should arise in which the Subadviser gives any advice to its clients concerning the shares of the Fund, the Subadviser will act solely as investment counsel for such clients and not in any way on behalf of the Fund. The Subadvisers services to the Fund pursuant to this Agreement are not to be deemed to be exclusive, and it is understood that the Subadviser may render investment advice, management and other services to others.

Investment Advisory and Management Services. The Investment Adviser ------------------------------------------- hereby appoints the Subadviser to serve as subadviser to the Fund and the Subadviser hereby accepts such appointment. Subject to the supervision of the Investment Adviser, Subadviser will regularly provide the Fund with investment advice and investment management services concerning the investments of the Fund. The Subadviser will determine what securities shall be purchased, held or sold by the Fund and what portion of the Funds Fund's assets shall be held uninvested in cash and cash equivalents, subject always to the provisions of the Trusts Trust's Declaration of Trust and By-laws and the 1940 Act, and to the investment objectives, policies and restrictions applicable to the Fund (including, without limitation, the requirements of Subchapters L and M of the Internal Revenue Code of 1986, as amended) (the "Code"), as each of the same shall be from time to time in effect or set forth in the Funds Fund's Prospectus and Statement of Additional Information, as well as any other investment guidelines or policies the Board of Trustees or the Investment Adviser may from time to time establish and deliver in writing to the Subadviser. To carry out such determinations the Subadviser will exercise full discretion, subject to the preceding paragraph, and act for the Fund in the same manner and with the same force and effect as the Trust might or could do with respect to purchases, sales or other transactions, as well as with respect to all other things necessary or incidental to the furtherance or conduct of such purchases, sales or other transactions. Notwithstanding the foregoing, the Subadviser shall, upon written instructions from the Investment Adviser, effect such portfolio transactions for the Fund as the Investment Adviser may from time to time direct. Such instructions will be given in reasonable circumstances, including, without limitation, any termination of this Agreement. The Subadviser will also make its officers and employees available to meet with the officers of the Investment Adviser and the Trusts Trust's officers and Trustees at least quarterly on due notice to review the investments and investment program of the Fund in the light of current and prospective economic and market conditions. From time to time as the Board of Trustees of the Trust or the Investment Adviser may reasonably request, the Subadviser will furnish to the Investment Adviser and Trusts Trust's officers and to each of its Trustees, at the Subadvisers Subadviser's expense, reports on portfolio transactions and reports on issues of securities held by the Fund, all in such detail as the Trust or the Investment Adviser may reasonably request. The Subadviser shall maintain all books and records required by Rule 31a-1 under the 1940 Act relating to its responsibilities provided hereunder with respect to the Fund, and shall preserve such records for the periods and in a manner prescribed by Rule 31a-2 under the 1940 Act. The Subadviser shall permit the Investment Adviser, the Funds Fund's officers and its independent public accountants to inspect and audit such records at reasonable times during normal business hours upon due notice. If any occasion should arise in which the Subadviser gives any advice to its clients concerning the shares of the Fund, the Subadviser will act solely as investment counsel for such clients and not in any way on behalf of the Fund. The Subadvisers Subadviser's services to the Fund pursuant to this Agreement are not to be deemed to be exclusive, and it is understood that the Subadviser may render investment advice, management and other services to others.

Investment Advisory and Management Services. The Investment Adviser Fund hereby appoints engages Management, and Management hereby agrees to act, as investment adviser for, and to manage the Subadviser affairs, business, and the investment of the assets of the Fund. The investment of the assets of the Fund shall at all times be subject to serve as subadviser to the applicable provisions of the Articles of Incorporation, the Bylaws, the Registration Statement, the current Prospectus and the Statement of Additional Information, if any, of the Fund and the Subadviser hereby accepts such appointment. Subject shall conform to the supervision investment objective and policies of the Investment AdviserFund as set forth in such documents and as interpreted from time to time by the Board of Directors of the Fund. Within the framework of the objective and investment policies and restrictions of the Fund, Subadviser will Management shall have the sole and exclusive responsibility for the management of the Fund's portfolio and the making and execution of all investment decisions for the Fund. Management shall report to the Board of Directors regularly provide at such times and in such detail as the Board may from time to time determine to be appropriate, in order to permit the Board to determine the adherence of Management to the investment policies of the Fund. Management shall, at its own expense, furnish the Fund with investment advice office space and investment management services concerning all necessary office facilities, equipment, and personnel for servicing the investments of the Fund. The Subadviser will determine what securities Management shall be purchased, held arrange for officers or sold by the Fund and what portion employees of the Funds assets shall be held uninvested in cash and cash equivalents, subject always Management to the provisions of the Trusts Declaration of Trust and By-laws and the 1940 Act, and to the investment objectives, policies and restrictions applicable to the Fund (including, serve without limitation, the requirements of Subchapters L and M of the Internal Revenue Code of 1986, as amended) (the Code), as each of the same shall be compensation from time to time in effect or set forth in the Funds Prospectus and Statement of Additional Information, as well as any other investment guidelines or policies the Board of Trustees or the Investment Adviser may from time to time establish and deliver in writing to the Subadviser. To carry out such determinations the Subadviser will exercise full discretion, subject to the preceding paragraph, and act for the Fund in the same manner and with the same force and effect as the Trust might or could do with respect to purchases, sales or other transactions, as well as with respect to all other things necessary or incidental to the furtherance or conduct of such purchases, sales or other transactions. Notwithstanding the foregoing, the Subadviser shall, upon written instructions from the Investment Adviser, effect such portfolio transactions for the Fund as the Investment Adviser may from time to time direct. Such instructions will be given in reasonable circumstancesdirectors, includingofficers, without limitation, any termination of this Agreement. The Subadviser will also make its officers and or employees available to meet with the officers of the Investment Adviser and the Trusts officers and Trustees at least quarterly on due notice to review the investments and investment program of the Fund if duly elected to such positions by the shareholders or directors of the Fund. Management hereby acknowledges that all records necessary in the light operation of current and prospective economic and market conditions. From time to time as the Board of Trustees of the Trust or the Investment Adviser may reasonably request, the Subadviser will furnish to the Investment Adviser and Trusts officers and to each of its Trustees, at the Subadvisers expense, reports on portfolio transactions and reports on issues of securities held by the Fund, all in such detail as the Trust or the Investment Adviser may reasonably request. The Subadviser shall maintain all books and including records required by Rule 31a-1 under the 1940 Act relating pertaining to its responsibilities provided hereunder with respect to shareholders and investments, are the property of the Fund, and shall preserve in the event that a transfer of management or investment advisory services to someone other than Management should ever occur, Management will promptly, and at its own cost, take all steps necessary to segregate such records for and deliver them to the periods Fund. In providing the services and assuming the obligations set forth herein, Management may at its expense employ one or more Sub-Advisers, or may enter into such service agreements as Management deems appropriate in a manner prescribed connection with the performance of its duties and obligations hereunder. Reference herein to the duties and responsibilities of Management shall include any Sub-Adviser employed by Rule 31a-2 under Management to the 1940 Actextent Management shall delegate such duties and responsibilities to the Sub-Adviser. The Subadviser Any agreement between Management and any Sub-Adviser shall permit be subject to the Investment Adviser, the Funds officers and its independent public accountants to inspect and audit such records at reasonable times during normal business hours upon due notice. If any occasion should arise in which the Subadviser gives any advice to its clients concerning the shares approval of the Fund, its Board of Directors, and Shareholders as required by the Subadviser will act solely Investment Company Act of 1940, as investment counsel for amended, and such clients and not in any way on behalf Sub-Adviser shall at all times be subject to the direction of the Fund. The Subadvisers services to Board of Directors of the Fund and any duly constituted committee thereof or any officer of the Fund acting pursuant to this Agreement are not to be deemed to be exclusive, and it is understood that the Subadviser may render investment advice, management and other services to otherslike authority.

Investment Advisory and Management Services. The Investment Adviser hereby appoints the Subadviser to serve as subadviser to the Fund and the Subadviser hereby accepts such appointment. Subject to the supervision of the Investment Adviser, Subadviser will regularly provide the Fund with investment advice and investment management services concerning the investments of the Fund. The Subadviser will determine what securities shall be purchased, held or sold by the Fund and what portion of the Funds assets shall be held uninvested in cash and cash equivalents, subject always to the provisions of the Trusts Declaration of Trust and By-laws and the 1940 Act, and to the investment objectives, policies and restrictions applicable to the Fund (including, without limitation, the requirements of Subchapters L and M of the Internal Revenue Code of 1986, as amended) (the Code), as each of the same shall be from time to time in effect or set forth in the Funds Prospectus and Statement of Additional Information, as well as any other investment guidelines or policies the Board of Trustees or the Investment Adviser may from time to time establish and deliver in writing to the Subadviser. To carry out such determinations the Subadviser will exercise full discretion, subject to the preceding paragraph, and act for the Fund in the same manner and with the same force and effect as the Trust might or could do with respect to purchases, sales or other transactions, as well as with respect to all other things necessary or incidental to the furtherance or conduct of such purchases, sales or other transactions. Notwithstanding the foregoing, the Subadviser shall, upon written instructions from the Investment Adviser, effect such portfolio transactions for the Fund as the Investment Adviser may from time to time direct. Such instructions will be given in limited reasonable circumstances, including, without limitation, any termination of this Agreement. The Subadviser will also make its officers and employees available to meet with the officers of the Investment Adviser and the Trusts officers and Trustees at least quarterly on due notice to review the investments and investment program of the Fund in the light of current and prospective economic and market conditions. From time to time as the Board of Trustees of the Trust or the Investment Adviser may reasonably request, the Subadviser will furnish to the Investment Adviser and Trusts officers and to each of its Trustees, at the Subadvisers expense, reports on portfolio transactions and reports on issues of securities held by the Fund, all in such detail as the Trust or the Investment Adviser may reasonably request. The Subadviser shall maintain all books and records required by Rule 31a-1 under the 1940 Act relating to its responsibilities provided hereunder with respect to the Fund, and shall preserve such records for the periods and in a manner prescribed by Rule 31a-2 under the 1940 Act. The Subadviser shall permit the Investment Adviser, the each Funds officers and its independent public accountants to inspect and audit such records at reasonable times during normal business hours upon due notice. If any occasion should arise in which the Subadviser gives any advice to its clients concerning the shares of the Fund, the Subadviser will act solely as investment counsel for such clients and not in any way on behalf of the Fund. The Subadvisers services to the Fund pursuant to this Agreement are not to be deemed to be exclusive, and it is understood that the Subadviser may render investment advice, management and other services to others.

Investment Advisory and Management Services. The Subject to and in accordance with the provisions hereof, the Investment Adviser hereby appoints the Subadviser to serve as subadviser sub-investment adviser to perform the various investment advisory and other services for the Portfolio set forth herein and, subject to the Fund restrictions set forth herein, hereby delegates to the Subadviser the authority vested in the Investment Adviser pursuant to the Advisory Agreement to the extent necessary to enable the Subadviser to perform its obligations under this Agreement, and the Subadviser hereby accepts such appointment. Subject to the supervision and control of the Investment AdviserAdviser and the Board of Trustees, the Subadviser will regularly provide the Fund Portfolio with investment advice and investment management services concerning the investments of the FundPortfolio. The Subadviser will determine what securities shall be purchased, held held, sold or sold reinvested by the Fund Portfolio and what portion of the Funds Portfolio's assets shall be held uninvested in cash and cash equivalents, subject always to at all times to: (i) the provisions of the Trusts Trust's Declaration of Trust and By-laws and laws, (ii) the requirements of the 1940 Act, and to the rules and regulations thereunder, (iii) the investment objectives, policies and restrictions applicable to the Fund Portfolio (including, without limitation, the requirements of Subchapters L and M provisions of the Internal Revenue Code of 1986, as amended) amended (the `Code') applicable to regulated investment companies), as each of the same shall be from time to time in effect or set forth in the Funds Portfolio's Prospectus and Statement of Additional Information, as well as and (iv) any other investment guidelines guidelines, policies or policies limitations the Board of Trustees or the Investment Adviser may from time to time establish and deliver in writing to the Subadviser. To carry out such determinations the Subadviser will exercise full discretion, subject to the preceding paragraph, and act for the Fund Portfolio in the same manner and with the same force and effect as the Trust might or could do with respect to purchases, sales or other transactions, as well as with respect to all other things necessary or incidental to the furtherance or conduct of such purchases, sales or other transactions. Notwithstanding the foregoing, the Subadviser shall, upon written instructions from the Investment Adviser, effect such portfolio transactions for the Fund as the Investment Adviser may from time to time direct. Such instructions will be given in reasonable circumstances, including, without limitation, any termination of this Agreement. The Subadviser will also make its officers and employees available to meet with the officers of the Investment Adviser and the Trusts Trust's officers and Trustees at least quarterly on due notice to review the investments and investment program of the Fund Portfolio in the light of current and prospective economic and market conditions. In addition, the Subadviser shall, on the Subadviser's own initiative, and as reasonably requested by the Investment Adviser, for itself and on behalf of the Portfolio, furnish to the Investment Adviser from time to time whatever information the Investment Adviser reasonably believes appropriate for this purpose. From time to time as the Board of Trustees of the Trust or the Investment Adviser may reasonably request, the Subadviser will furnish to the Investment Adviser and Trusts Trust's officers and to each of its Trustees, at the Subadvisers Subadviser's expense, reports on portfolio transactions and reports on issues issuers of securities held by the FundPortfolio, all in such detail as the Trust or the Investment Adviser may reasonably request. In addition, the Subadviser shall provide advice and assistance to the Investment Adviser as to the determination of the value of securities held or to be acquired by the Portfolio for valuation purposes in accordance with the process described in the Portfolio's current Prospectus or Statement of Additional Information. The Subadviser shall maintain all accounts, books and records as required by Rule 31a-1 under of an investment adviser of a registered investment company pursuant to the 1940 Act and the rules and regulations thereunder relating to its responsibilities provided hereunder with respect to the FundPortfolio, and shall preserve such records for the periods and in a manner prescribed by Rule 31a-2 under the 1940 ActAct and the rules and regulations thereunder. The Subadviser shall maintain and enforce adequate security procedures with respect to all materials, records, documents and data relating to any of its responsibilities pursuant to this Agreement including all means for the effecting of securities transactions. The Subadviser agrees that all such records are the property of the Trust, and will be surrendered to the Trust promptly upon request. The Subadviser shall permit the Investment Adviser, the Funds Portfolio's officers and its independent public accountants to inspect and audit such records pertaining to the Portfolio at reasonable times during normal business hours upon due notice. In the performance of its duties hereunder, the Subadviser is and shall be an independent contractor and, except as expressly provided for herein or otherwise expressly provided or authorized in writing by the Investment Adviser, shall have no authority to act for or represent any Portfolio or the Trust in any way or otherwise be deemed to be an agent of any Portfolio, the Trust or of the Investment Adviser. If any occasion should arise in which the Subadviser gives any advice to its clients concerning the shares of the FundPortfolio, the Subadviser will act solely as investment counsel for such clients and not in any way on behalf of the FundPortfolio. The Subadvisers Subadviser's services to the Fund Portfolio pursuant to this Agreement are not to be deemed to be exclusive, and it is understood that the Subadviser may render investment advice, management and other services to others. Subject to and in accordance with the provisions hereof and any direction of the Board of Trustees, the Subadviser shall vote, pursuant to procedures set forth and described to the Trustees, all proxies solicited by or with respect to issuers of securities in which the assets of the Portfolio may be invested from time to time.

Investment Advisory and Management Services. The Investment Adviser hereby appoints the Subadviser to serve as subadviser to the Fund and the Subadviser hereby accepts such appointment. Subject to the supervision of the Investment Adviser, Subadviser will regularly provide the Fund with investment advice and investment management services concerning the investments of the Fund. The Subadviser will determine what securities shall be purchased, held or sold by the Fund and what portion of the Funds Fund's assets shall be held uninvested in cash and cash equivalents, subject always to the provisions of the Trusts Trust’s Declaration of Trust and By-laws and the 1940 Act, and to the investment objectives, policies and restrictions applicable to the Fund (including, without limitation, the requirements of Subchapters L and M of the Internal Revenue Code of 1986, as amended) (the "Code"), as each of the same shall be from time to time in effect or set forth in the Funds Fund’s Prospectus and Statement of Additional Information, as well as any other investment guidelines or policies the Trust’s Board of Trustees (the “Board” or “Trustees”) or the Investment Adviser may from time to time establish and deliver in writing to the Subadviser. To carry out such determinations the Subadviser will exercise full discretion, subject to the preceding paragraph, and act for the Fund in the same manner and with the same force and effect as the Trust might or could do with respect to purchases, sales or other transactions, as well as with respect to all other things necessary or incidental to the furtherance or conduct of such purchases, sales or other transactions. Notwithstanding the foregoing, the Subadviser shallshall be subject to and comply with, upon written instructions from the Investment Adviser, effect such portfolio transactions for the Fund as the Investment Adviser may from time to time direct. Such instructions will be given in reasonable circumstances, including, without limitation, any termination of this Agreement. The Subadviser will also make its officers and employees available to meet with the officers of the Investment Adviser and the Trusts Trust’s officers and Trustees at least quarterly as reasonably requested on due notice to review the investments and investment program of the Fund in the light of current and prospective economic and market conditions. From time to time as the Board of Trustees of the Trust or the Investment Adviser may reasonably request, the Subadviser will furnish to the Investment Adviser and Trusts Trust’s officers and to each of its Trustees, at the Subadvisers Subadviser's expense, reports on portfolio transactions and reports on issues of securities held by the Fund, all in such detail as the Trust or the Investment Adviser may reasonably request. The Subadviser will keep the Trust’s officers and the Investment Adviser informed of developments materially affecting the Fund’s holdings, and will, on its own initiative, furnish the Trust’s officers and the Investment Adviser from time to time with such information. Upon request of the Investment Adviser, the Subadviser will provide reasonable assistance to the Investment Adviser, the Trust’s valuation committee and the Fund’s pricing agent in their determinations of the fair value of such portfolio securities in accordance with the Trust’s valuation procedures; provided, however, that the parties acknowledge that the Subadviser is not the fund accounting agent for the Fund and is not responsible and shall have no liability for pricing determinations or calculations, and any information provided pursuant to this paragraph by Subadviser will be provided for information purposes only. The Subadviser will manage the Fund in accordance with the provisions of this Agreement and agrees to correct promptly any failure on its part and to take any action that the Investment Adviser may reasonably request in connection with any breach of this Agreement. In addition, the Subadviser will provide a quarterly certification, in the form provided by the Investment Adviser from time to time, that the Subadviser has managed the Fund in accordance with the terms of this Agreement. The Subadviser acknowledges and agrees that the Investment Adviser may, in its discretion, provide such quarterly compliance certifications to the Board. The Subadviser shall also provide the officers of the Fund with supporting certifications in connection with such certifications of the Fund’s financial statements and disclosure controls pursuant to the Sxxxxxxx-Xxxxx Act. The Subadviser will cooperate with and provide reasonable assistance to the Investment Adviser, the Fund’s custodian and all other agents and representatives of the Trust that reasonably request the assistance of the Subadviser and provide prompt responses to reasonable requests made by such persons and maintain any appropriate interaction with each to promote the exchange of information. In addition, the Subadviser shall keep the Investment Adviser, the Fund’s custodian and all other agents and representatives of the Trust (but only to the extent the Subadviser has knowledge of such agents and representatives) informed as to such matters as the Subadviser reasonably deems necessary for them to perform their obligations to the Trust, on behalf of the Fund. This paragraph shall in no way be read to expand those obligations of the Subadviser set forth in the second sentence of the fourth paragraph of this Section 1. Unless and until otherwise directed in writing by the Investment Adviser or the Trust’s officers or Board, the Subadviser will be responsible for voting all proxies, including taking action with respect to corporate action elections for proxies and corporate actions communicated by the Fund or its agents to the Subadviser, with respect to the securities held by the Fund. The Subadviser shall have no power, authority, responsibility, or obligation hereunder to take any action with regard to any claim or potential claim in any bankruptcy proceedings, class action securities litigation, or other litigation or proceeding affecting securities held at any time in the Fund, including, without limitation, to file proofs of claim or other documents related to such proceedings (the “Litigation”), or to investigate, initiate, supervise, or monitor the Litigation involving Fund assets, and the Investment Adviser acknowledges and agrees that no such power, authority, responsibility or obligation is delegated hereunder. Nevertheless, the Subadviser agrees that it shall provide the Investment Adviser with any and all documentation or information relating to the Litigation as may reasonably be requested by the Investment Adviser. The Subadviser shall maintain all books and records required by Rule 31a-1 under the 1940 Act relating to its responsibilities provided hereunder with respect to the Fund, and shall preserve such records for the periods and in a manner prescribed by Rule 31a-2 under the 1940 Act. The Subadviser shall permit the Investment Adviser, the Funds Fund's officers and its independent public accountants to inspect and audit such records at reasonable times during normal business hours upon due notice. If any occasion should arise in which the Subadviser gives any advice to its clients concerning the shares of the Fund, the Subadviser will act solely as investment counsel for such clients and not in any way on behalf of the Fund. The Subadvisers Subadviser's services to the Fund pursuant to this Agreement are not to be deemed to be exclusive, and it is understood that the Subadviser may render investment advice, management and other services to others. The Investment Adviser acknowledges that the Subadviser and its affiliates and the Subadviser’s other clients may at any time, have, acquire, increase, decrease or dispose of positions in the same investments which are not at the same time being held, acquired for or disposed of under this Agreement for the Fund. The Subadviser shall have no obligation to acquire or dispose of a position in any investment pursuant to this Agreement simply because the Subadviser, its directors, members, affiliates or employees invest in such a position for its or their accounts or for the account of another client. The Subadviser is prohibited from consulting with any other subadviser to any other series of the Trust concerning the Fund’s transactions in securities or other assets, except for the purpose of complying with the conditions of Rule 12d3-1(a) and (b) under the 1940 Act. To the extent permitted by law, the Subadviser may from time to time employ or associate itself with such person or persons, including affiliates, as it believes to be particularly fitted to assist it in the execution or performance of its obligations under this Agreement; provided, however, that the use of such persons does not relieve the Subadviser from any obligation or duty under this Agreement, and provided no such person serves or acts as an investment adviser separate from the Subadviser so as to require a new written contract pursuant to the 1000 Xxx. The Subadviser shall remain liable for the performance of its obligations under this Agreement, and for the acts and omissions of its employees or associates. The compensation of any such person will be paid by the Subadviser, and no obligation will be incurred by, or on behalf of, the Investment Adviser, the Trust or the Fund with respect to them.

Investment Advisory and Management Services. The Investment Adviser ------------------------------------------- hereby appoints the Subadviser to serve as subadviser to the Fund and the Subadviser hereby accepts such appointment. Subject to the supervision of the Investment Adviser, Subadviser will regularly provide the Fund with investment advice and investment management services concerning the investments of the Fund. The Subadviser will determine what securities shall be purchased, held or sold by the Fund and what portion of the Funds Fund's assets shall be held uninvested in cash and cash equivalents, subject always to the provisions of the Trusts Trust's Declaration of Trust and By-laws and the 1940 Act, and to the investment objectives, policies and restrictions applicable to the Fund (including, without limitation, the requirements of Subchapters L and M of the Internal Revenue Code of 1986, as amended) (the "Code"), as each of the same shall be from time to time in effect or set forth in the Funds Fund's Prospectus and Statement of Additional Information, as well as any other investment guidelines or policies the Board of Trustees or the Investment Adviser may from time to time establish and deliver in writing to the Subadviser. To carry out such determinations the Subadviser will exercise full discretion, subject to the preceding paragraph, and act for the Fund in the same manner and with the same force and effect as the Trust might or could do with respect to purchases, sales or other transactions, as well as with respect to all other things necessary or incidental to the furtherance or conduct of such purchases, sales or other transactions. Notwithstanding the foregoing, the Subadviser shall, upon written instructions from the Investment Adviser, effect such portfolio transactions for the Fund as the Investment Adviser may from time to time direct. Such instructions will be given in reasonable circumstances, including, without limitation, any termination of this Agreement. The Subadviser will also make its officers and employees available to meet with the officers of the Investment Adviser and the Trusts Trust's officers and Trustees at least quarterly on due notice to review the investments and investment program of the Fund in the light of current and prospective economic and market conditions. From time to time as the Board of Trustees of the Trust or the Investment Adviser may reasonably request, the Subadviser will furnish to the Investment Adviser and Trusts Trust's officers and to each of its Trustees, at the Subadvisers Subadviser's expense, reports on portfolio transactions and reports on issues of securities held by the Fund, all in such detail as the Trust or the Investment Adviser may reasonably request. The Subadviser shall maintain all books and records required by Rule 31a-1 under the 1940 Act relating to its responsibilities provided hereunder with respect to the Fund, and shall preserve such records for the periods and in a manner prescribed by Rule 31a-2 under the 1940 Act. The Subadviser shall permit the Investment Adviser, the Funds each Fund's officers and its independent public accountants to inspect and audit such records at reasonable times during normal business hours upon due notice. If any occasion should arise in which the Subadviser gives any advice to its clients concerning the shares of the Fund, the Subadviser will act solely as investment counsel for such clients and not in any way on behalf of the Fund. The Subadvisers Subadviser's services to the Fund pursuant to this Agreement are not to be deemed to be exclusive, and it is understood that the Subadviser may render investment advice, management and other services to others.

Investment Advisory and Management Services. The Investment Adviser ------------------------------------------- hereby appoints the Subadviser to serve as subadviser to the Fund and the Subadviser hereby accepts such appointment. Subject to the supervision of the Investment Adviser, Subadviser will regularly provide the Fund with investment advice and investment management services concerning the investments of the Fund. The Subadviser will determine what securities shall be purchased, held or sold by the Fund and what portion of the Funds Fund's assets shall be held uninvested in cash and cash equivalents, subject always to the provisions of the Trusts Trust's Declaration of Trust and By-laws and the 1940 Act, and to the investment objectives, policies and restrictions applicable to the Fund (including, without limitation, the requirements of Subchapters L and M of the Internal Revenue Code of 1986, as amended) (the "Code"), as each of the same shall be from time to time in effect or set forth in the Funds Fund's Prospectus and Statement of Additional Information, as well as any other investment guidelines or policies the Board of Trustees or the Investment Adviser may from time to time establish and deliver in writing to the Subadviser. To carry out such determinations the Subadviser will exercise full discretion, subject to the preceding paragraph, and act for the Fund in the same manner and with the same force and effect as the Trust might or could do with respect to purchases, sales or other transactions, as well as with respect to all other things necessary or incidental to the furtherance or conduct of such purchases, sales or other transactions. Notwithstanding the foregoing, the Subadviser shall, upon written instructions from the Investment Adviser, effect such portfolio transactions for the Fund as the Investment Adviser may from time to time direct. Such instructions will be given in reasonable circumstances, including, without limitation, any termination of this Agreement. The Subadviser will also make its officers and employees available to meet with the officers of the Investment Adviser and the Trusts Trust's officers and Trustees at least quarterly on due notice to review the investments and investment program of the Fund in the light of current and prospective economic and market conditions. From time to time as the Board of Trustees of the Trust or the Investment Adviser may reasonably request, the Subadviser will furnish to the Investment Adviser and Trusts Trust's officers and to each of its Trustees, at the Subadvisers Subadviser's expense, reports on portfolio transactions and reports on issues of securities held by the Fund, all in such detail as the Trust or the Investment Adviser may reasonably request. The Subadviser shall maintain all books and records required by Rule 31a-1 under the 1940 Act relating to its responsibilities provided hereunder with respect to the Fund, and shall preserve such records for the periods and in a manner prescribed by Rule 31a-2 under the 1940 Act. The Subadviser shall permit the Investment Adviser, the Funds Fund's officers and its independent public accountants to inspect and audit such records at reasonable times during normal business hours upon due notice. If any occasion should arise in which the Subadviser gives any advice to its clients concerning the shares of the Fund, the Subadviser will act solely as investment counsel for such clients and not in any way on behalf of the Fund. The Subadvisers Subadviser's services to the Fund pursuant to this Agreement are not to be deemed to be exclusive, and it is understood that the Subadviser may render investment advice, management and other services to others.

Investment Advisory and Management Services. The Investment Adviser hereby appoints the Subadviser to serve as a subadviser to the Fund or, where the Fund has multiple subadvisers (as determined by the Investment Adviser from time to time), a discrete portion of the Fund and the Subadviser hereby accepts such appointment. References to “Fund” herein include a discrete portion of the Fund, as applicable. Subject to the supervision of the Investment Adviser, Subadviser will regularly provide the Fund with investment advice and investment management services concerning the investments of the Fund. The Subadviser will determine what securities or instruments shall be purchased, held or sold by the Fund and what portion of the Funds Fund’s assets shall be held uninvested in cash and cash equivalents, subject always to the provisions of the Trusts Trust’s Declaration of Trust and By-laws and the 1940 Act, and to the investment objectives, policies and restrictions applicable to the Fund (including, without limitation, the requirements of Subchapters L Sections 817(h) and M 851(b)(3) of the Internal Revenue Code of 1986, as amended) (the “Code”), as each of the same shall be from time to time in effect or set forth in the Funds Fund’s Prospectus and Statement of Additional Information, as well as any other investment guidelines or policies the Trust’s Board of Trustees (the “Board” or “Trustees”) or the Investment Adviser may from time to time establish and deliver in writing to the Subadviser. To carry out such determinations The Subadviser may, as permitted by rule, regulation or position of the staff of the Securities and Exchange Commission, utilize the personnel of its affiliates including foreign affiliates in providing services under this Agreement, provided that Subadviser remains solely responsible for the provision of services under this Agreement. The Subadviser will exercise full discretiondiscretion with respect to the investment and reinvestment of the assets of the Fund, subject to the preceding paragraph, and act for the Fund in the same manner and with the same force and effect as the Trust might or could do with respect to purchases, sales or other transactions, as well as with respect to all other things necessary or incidental to the furtherance or conduct of such purchases, sales or other transactions. Notwithstanding the foregoing, the Subadviser shall, upon written instructions from the Investment Adviser, effect such portfolio transactions for the Fund as the Investment Adviser may from time to time direct. Such instructions will be given in reasonable circumstances, including, without limitation, any termination of this Agreement. Notwithstanding any provision of this agreement, the Subadviser will not be expected or requested to participate or cause the Fund to participate in any commission recapture or directed trades by the Investment Adviser. The Subadviser retains full trading discretion on the Fund and has the right to participate in the Subadviser’s own Client Commission Agreement (CCA). The Subadviser will also make its officers and employees available to meet with the officers of the Investment Adviser and the Trusts Trust’s officers and Trustees at least quarterly on due notice to review the investments and investment program of the Fund in the light of current and prospective economic and market conditions; the Subadviser’s officers and employees will attend one such meeting in person each year and will attend such meetings by telephone or video conference at other times. From time to time as the Board of Trustees of the Trust or the Investment Adviser may reasonably request, the Subadviser will furnish to the Investment Adviser and Trusts Trust’s officers and to each of its Trustees, at the Subadvisers Subadviser’s expense, reports on portfolio transactions and reports on issues of securities or instruments held by the Fund, all in such detail as the Trust or the Investment Adviser may reasonably request. At the reasonable request of the Investment Adviser, the Subadviser shall provide reasonable assistance to the Investment Adviser as to the determination of the fair value of certain investments where market quotations are not readily available for purposes of calculating net asset value of the Fund in accordance with valuation procedures and methods established by the Trust. In addition, the Subadviser will provide a quarterly certification, in the form provided by the Investment Adviser from time to time, that the Subadviser has managed the Fund in accordance with the provisions of this Agreement. The Subadviser acknowledges and agrees that the Investment Adviser may, in its discretion, provide such quarterly compliance certifications to the Board. The Subadviser shall also, upon the reasonable request of the Investment Adviser, provide the officers of the Fund with supporting certifications in connection with such certifications of the Fund’s financial statements and disclosure controls pursuant to the Sxxxxxxx-Xxxxx Act. The Subadviser will cooperate with and provide reasonable assistance to the Investment Adviser, the Fund’s custodian and foreign custodians, transfer agent and all other agents and representatives of the Trust and the Investment Adviser, keep all such persons fully informed as to such matters as they may reasonably deem necessary to the performance of their obligations to the Trust, on behalf of the Fund, and the Investment Adviser, provide prompt responses to reasonable requests made by such persons and maintain any appropriate interaction with each to promote the exchange of information. Unless and until otherwise directed in writing by the Investment Adviser or the Trust’s officers or Board, the Subadviser will be responsible for voting all proxies, including taking action with respect to corporate action elections for proxies and corporate actions communicated by the Fund or its agents to the Subadviser, with respect to the securities held by the Fund. The Investment Adviser, acting both on behalf of the Trust and the Fund and on its own behalf, and the Fund hereby authorize the Subadviser to exercise corporate actions with respect to equity and fixed income securities (including, but not limited to, dividends, warrants, rights offerings, tender offers, consents, restructurings, merger, reorganizations, recapitalizations, exchange, subscription, actions at debtholders meetings (and any other action relating to the exercise or enforcement of rights under, or the renegotiation of, the terms of a fixed income instrument)) for the Fund in the Subadviser’s discretion. Further, the Subadviser is authorized to disclose confidential information about the Adviser, the Fund and the Trust to third parties as necessary for the Fund to participate in any corporate actions for which it is eligible; the Subadviser will make reasonable efforts to inform the Adviser of the disclosure of such confidential information. The Fund and the Adviser acknowledge that the Subadviser may not exercise a corporate action due to various factors, including, but not limited to, the Fund’s ineligibility to participate in such corporate action, the Subadviser’s lack of timely notice of the corporate action, the Subadviser’s inability to provide documentation within the period of time required for participation, or if the Subadviser otherwise determines that participation is not in the best interests of the Fund. Except as provided below, the Subadviser shall not be expected or required to take any action with respect to legal proceedings (including, without limitation, class action lawsuits and regulatory recovery funds) involving securities presently or formerly held by the Fund, or the issuers of such securities or related parties. When in the exercise of the Subadviser’s discretion it determines that such action is in the Fund’s best interest, Investment Adviser, acting both on behalf of the Trust and the Fund and on its own behalf, and the Fund hereby authorize Subadviser and appoint Subadviser as the Fund’s attorney-in-fact, to: (i) participate and otherwise act on behalf of the Fund in connection with all matters arising in connection with any reorganization or restructuring, liquidation, bankruptcy, insolvency or similar event relating to an issuer (or a related party of such issuer) of securities managed by the Subadviser as part of the Fund (collectively, the “Authorized Matters”) including, without limitation, acting on behalf of the Fund as a member of any related creditor’s committee or a similar ad hoc or statutory committee except that Authorized Matters do not include, and the Subadviser has no obligation to defend the Fund or otherwise take any action in, any insolvency-related proceeding seeking avoidance of alleged fraudulent conveyances and the Trust and the Fund agree that they retain responsibility for such matters; (ii) engage, or direct the applicable indenture trustee or similar entity to engage, professionals, including attorneys and financial advisors, to represent the Fund’s interests with respect to the Authorized Matters; (iii) execute, file and deliver any necessary or appropriate documents in connection with the Authorized Matters, including, but not limited to, proofs of claim, transaction documents, certifications, representation letters, objections, releases of claims, powers of attorney, retainer agreements, and settlement agreements; and (iv) in general, perform any act for the Fund in all matters relating to the Authorized Matters, as applicable (collectively, the “Authorized Matters Service”). The Investment Adviser, acting both on behalf of the Trust and the Fund and on its own behalf, and the Fund further acknowledge and agree that: (x) notwithstanding any confidentiality provisions in this Agreement, information relating to the Fund may be disclosed to third parties in connection with any Authorized Matter; (y) by filing a proof of claim on the Fund’s behalf with respect to any Authorized Matter, Subadviser may waive the Fund’s right to a jury trial and potential objections as to jurisdiction with respect to such Authorized Matter; and (z) Subadviser shall take such action as it deems prudent in connection with Authorized Matters in Subadviser’s sole discretion, which may include the decision not to take any action. Subadviser may, at any time, change the scope of, or terminate, the Authorized Matters Service. Subadviser will provide notice of any such Authorized Matters Service change in scope or termination to the Investment Adviser in any manner Subadviser chooses, including by electronic communication, and the Investment Adviser, on behalf of the Fund and on its own behalf, and the Fund expressly consent to accept any manner of delivery of such communications, including by electronic communication. The Authorized Matters Service shall, if not sooner terminated, automatically terminate upon the termination of this Agreement. The Subadviser shall maintain all books and records required by Rule 31a-1 under the 1940 Act relating to its responsibilities provided hereunder with respect to the Fund, and shall preserve such records for the periods and in a manner prescribed by Rule 31a-2 under the 1940 Act. The Subadviser shall permit the Investment Adviser, the Funds Fund’s officers and its independent public accountants to inspect and audit such records at reasonable times during normal business hours upon due notice. If any occasion should arise in which the Subadviser gives any advice to its clients concerning the shares of the Fund, the Subadviser will act solely as investment counsel for such clients and not in any way on behalf of the Fund. The Subadvisers Subadviser’s services to the Fund pursuant to this Agreement are not to be deemed to be exclusive, and it is understood that the Subadviser may render investment advice, management and other services to others. The Subadviser is prohibited from consulting with any other subadviser to the Fund (with the exception of other Franklin affiliates) or any other subadviser to any other series of the Trust concerning the Fund’s transactions in securities or other assets, except for the purpose of complying with the conditions of Rule 12d3-1(a) and (b) under the 1940 Act. The Subadviser shall, solely with respect to the assets of the Fund which are under its management pursuant to this Agreement, and based on information obtained from the Fund’s administrator, custodian and other service providers, act in conformity with the requirements of the Code, except that, unless otherwise requested in writing by the Fund, the obligations of Subadviser under the Code are limited to compliance with Code Sections 817(h), 851(b)(2) and 851(b)(3). The parties acknowledge and agree that Subadviser shall be deemed to have complied with Code Sections 817(h), 851(b)(2) and 851(b)(3) if and to the extent that the Investment Adviser apprises Subadviser promptly after each quarter end of any potential non-compliance with the requirements of Code Sections 817(h), 851(b)(2) and 851(b)(3) and, if so advised, Subadviser takes prompt action, as directed by the Investment Adviser.

Investment Advisory and Management Services. The Subject to and in accordance with the provisions hereof, the Investment Adviser hereby appoints the Subadviser to serve as subadviser sub-investment adviser to perform the various investment advisory and other services for the Portfolio set forth herein and, subject to the Fund restrictions set forth herein, hereby delegates to the Subadviser the authority vested in the Investment Adviser pursuant to the Advisory Agreement to the extent necessary to enable the Subadviser to perform its obligations under this Agreement, and the Subadviser hereby accepts such appointment. Subject to the supervision and control of the Investment AdviserAdviser and the Board of Trustees, the Subadviser will regularly provide the Fund Portfolio with investment advice and investment management services concerning the investments of the FundPortfolio. The Subadviser will determine what securities shall be purchased, held held, sold or sold reinvested by the Fund Portfolio and what portion of the Funds Portfolio’s assets shall be held uninvested in cash and cash equivalents, subject always to at all times to: (i) the provisions of the Trusts Trust’s Declaration of Trust and By-laws and laws, (ii) the requirements of the 1940 Act, and to the rules and regulations thereunder, (iii) the investment objectives, policies and restrictions applicable to the Fund Portfolio (including, without limitation, the requirements of Subchapters L and M provisions of the Internal Revenue Code of 1986, as amended) amended (the ‘Code’) applicable to regulated investment companies), as each of the same shall be from time to time in effect or set forth in the Funds Portfolio’s Prospectus and Statement of Additional Information, as well as and (iv) any other investment guidelines guidelines, policies or policies limitations the Board of Trustees or the Investment Adviser may from time to time establish and deliver in writing to the Subadviser. To carry out such determinations the Subadviser will exercise full discretion, subject to the preceding paragraph, and act for the Fund Portfolio in the same manner and with the same force and effect as the Trust might or could do with respect to purchases, sales or other transactions, as well as with respect to all other things necessary or incidental to the furtherance or conduct of such purchases, sales or other transactions. Notwithstanding the foregoing, the Subadviser shall, upon written instructions from the Investment Adviser, effect such portfolio transactions for the Fund as the Investment Adviser may from time to time direct. Such instructions will be given in reasonable circumstances, including, without limitation, any termination of this Agreement. The Subadviser will also make its officers and employees available to meet with the officers of the Investment Adviser and the Trusts Trust’s officers and Trustees at least quarterly on due notice to review the investments and investment program of the Fund Portfolio in the light of current and prospective economic and market conditions. In addition, the Subadviser shall, on the Subadviser’s own initiative, and as reasonably requested by the Investment Adviser, for itself and on behalf of the Portfolio, furnish to the Investment Adviser from time to time whatever information the Investment Adviser reasonably believes appropriate for this purpose. From time to time as the Board of Trustees of the Trust or the Investment Adviser may reasonably request, the Subadviser will furnish to the Investment Adviser and Trusts Trust’s officers and to each of its Trustees, at the Subadvisers Subadviser’s expense, reports on portfolio transactions and reports on issues issuers of securities held by the FundPortfolio, all in such detail as the Trust or the Investment Adviser may reasonably request. In addition, the Subadviser shall provide advice and assistance to the Investment Adviser as to the determination of the value of securities held or to be acquired by the Portfolio for valuation purposes in accordance with the process described in the Portfolio’s current Prospectus or Statement of Additional Information. The Subadviser shall maintain all accounts, books and records as required by Rule 31a-1 under of an investment adviser of a registered investment company pursuant to the 1940 Act and the rules and regulations thereunder relating to its responsibilities provided hereunder with respect to the FundPortfolio, and shall preserve such records for the periods and in a manner prescribed by Rule 31a-2 under the 1940 ActAct and the rules and regulations thereunder. The Subadviser shall maintain and enforce adequate security procedures with respect to all materials, records, documents and data relating to any of its responsibilities pursuant to this Agreement including all means for the effecting of securities transactions. The Subadviser agrees that all such records are the property of the Trust, and will be surrendered to the Trust promptly upon request. The Subadviser shall permit the Investment Adviser, the Funds Portfolio’s officers and its independent public accountants to inspect and audit such records pertaining to the Portfolio at reasonable times during normal business hours upon due notice. In the performance of its duties hereunder, the Subadviser is and shall be an independent contractor and, except as expressly provided for herein or otherwise expressly provided or authorized in writing by the Investment Adviser, shall have no authority to act for or represent any Portfolio or the Trust in any way or otherwise be deemed to be an agent of any Portfolio, the Trust or of the Investment Adviser. If any occasion should arise in which the Subadviser gives any advice to its clients concerning the shares of the FundPortfolio, the Subadviser will act solely as investment counsel for such clients and not in any way on behalf of the FundPortfolio. The Subadvisers Subadviser’s services to the Fund Portfolio pursuant to this Agreement are not to be deemed to be exclusive, and it is understood that the Subadviser may render investment advice, management and other services to others. Subject to and in accordance with the provisions hereof and any direction of the Board of Trustees, the Subadviser shall vote, pursuant to procedures set forth and described to the Trustees, all proxies solicited by or with respect to issuers of securities in which the assets of the Portfolio may be invested from time to time.

Investment Advisory and Management Services. The Investment Adviser hereby appoints the Subadviser to serve as subadviser to the Fund and the Subadviser hereby accepts such appointment. Subject to the supervision of the Investment Adviser, Subadviser will regularly provide the Fund with investment advice and investment management services concerning the investments of the Fund. The Subadviser will determine what securities shall be purchased, held or sold by the Fund and what portion of the Funds assets shall be held uninvested in cash and cash equivalents, subject always to the provisions of the Trusts Declaration of Trust and By-laws and the 1940 Act, and to the investment objectives, policies and restrictions applicable to the Fund (including, without limitation, the requirements of Subchapters L and M of the Internal Revenue Code of 1986, as amended) (the Code), as each of the same shall be from time to time in effect or set forth in the Funds Prospectus and Statement of Additional Information, as well as any other investment guidelines or policies the Board of Trustees or the Investment Adviser may from time to time establish and deliver in writing to the Subadviser. To carry out such determinations the Subadviser will exercise full discretion, subject to the preceding paragraph, and act for the Fund in the same manner and with the same force and effect as the Trust might or could do with respect to purchases, sales or other transactions, as well as with respect to all other things necessary or incidental to the furtherance or conduct of such purchases, sales or other transactions. Notwithstanding the foregoing, the Subadviser shall, upon written instructions from the Investment Adviser, effect such portfolio transactions for the Fund as the Investment Adviser may from time to time direct. Such instructions will be given in reasonable circumstances, including, without limitation, any termination of this Agreement. The Subadviser will also make its officers and employees available to meet with the officers of the Investment Adviser and the Trusts officers and Trustees at least quarterly on due notice to review the investments and investment program of the Fund in the light of current and prospective economic and market conditions. From time to time as the Board of Trustees of the Trust or the Investment Adviser may reasonably request, the Subadviser will furnish to the Investment Adviser and Trusts officers and to each of its Trustees, at the Subadvisers expense, reports on portfolio transactions and reports on issues of securities held by the Fund, all in such detail as the Trust or the Investment Adviser may reasonably request. The Subadviser shall maintain all books and records required by Rule 31a-1 under the 1940 Act relating to its responsibilities provided hereunder with respect to the Fund, and shall preserve such records for the periods and in a manner prescribed by Rule 31a-2 under the 1940 Act. The Subadviser shall permit the Investment Adviser, the Funds officers and its independent public accountants to inspect and audit such records at reasonable times during normal business hours upon due notice. If any occasion should arise in which the Subadviser gives any advice to its clients concerning the shares of the Fund, the Subadviser will act solely as investment counsel for such clients and not in any way on behalf of the Fund. The Subadvisers services to the Fund pursuant to this Agreement are not to be deemed to be exclusive, and it is understood that the Subadviser may render investment advice, management and other services to others.

Investment Advisory and Management Services. The Investment Adviser hereby appoints the Subadviser to serve as subadviser to the Fund and the Subadviser hereby accepts such appointment. Subject to the supervision of the Investment Adviser, Subadviser will regularly provide the Fund with investment advice and investment management services concerning the investments of the Fund. The Subadviser will determine what securities shall be purchased, held or sold by the Fund and what portion of the Funds Fund's assets shall be held uninvested in cash and cash equivalents, subject always to the provisions of the Trusts Trust’s Declaration of Trust and By-laws and the 1940 Act, and to the investment objectives, policies and restrictions applicable to the Fund (including, without limitation, the requirements of Subchapters L and M of the Internal Revenue Code of 1986, as amended) (the "Code"), as each of the same shall be from time to time in effect or set forth in the Funds Fund’s Prospectus and Statement of Additional Information, as well as any other investment guidelines or policies the Trust’s Board of Trustees (the “Board” or “Trustees”) or the Investment Adviser may from time to time establish and deliver in writing to the Subadviser. To carry out such determinations the Subadviser will exercise full discretion, subject to the preceding paragraph, and act for the Fund in the same manner and with the same force and effect as the Trust might or could do with respect to purchases, sales or other transactions, as well as with respect to all other things necessary or incidental to the furtherance or conduct of such purchases, sales or other transactions. Subadviser is authorized on behalf of the Fund to enter into agreements and execute any documents required to make investments pursuant to the Prospectus and Statement of Additional Information or other investment guidelines or policies established by the Board or Investment Adviser. Notwithstanding the foregoing, the Subadviser shall, upon written instructions from the Investment Adviser, effect such portfolio transactions for the Fund as the Investment Adviser may from time to time direct. Such instructions will be given in reasonable circumstances, including, without limitation, any termination of this Agreement. If the custodian enters into securities lending transactions on behalf of the Fund, the Fund or the custodian shall be responsible for ensuring that the securities or other assets in the Fund are available for sale at all times. The Subadviser shall not be liable for any loss resulting from the Subadviser’s inability to sell a security that is not available in the Fund for settlement as a result of such securities lending transactions A representative of the Subadviser will also make its officers and employees available to meet with the officers of the Investment Adviser and the Trusts Trust’s officers and Trustees at least quarterly on due notice to review the investments and investment program of the Fund in the light of current and prospective economic and market conditions. From time to time as the Board of Trustees of the Trust or the Investment Adviser may reasonably request, the Subadviser will furnish to the Investment Adviser and Trusts Trust’s officers and to each of its Trustees, at the Subadvisers Subadviser's expense, reports on portfolio transactions and reports on issues of securities held by the Fund, all in such detail as the Trust or the Investment Adviser may reasonably request. The Subadviser will keep the Trust’s officers and the Investment Adviser informed of developments materially affecting the Fund’s holdings, and will, on its own initiative, furnish the Trust’s officers and the Investment Adviser from time to time with such information. The Subadviser agrees to promptly notify the Investment Adviser if the Subadviser believes that the market quotations are not readily available for any security held by the Fund or if the market price does not reflect the security’s fair value. In such instances, the Subadviser will provide assistance to the Investment Adviser, the Trust’s valuation committee and the Fund’s pricing agent in making determinations of the fair value of such portfolio securities in accordance with the Trust’s valuation procedures. In addition, the Subadviser will provide a quarterly certification, in the form provided by the Investment Adviser from time to time, that the Subadviser has managed the Fund in accordance with the provisions of this Agreement. The Subadviser acknowledges and agrees that the Investment Adviser may, in its discretion, provide such quarterly compliance certifications to the Board. The Subadviser agrees to correct promptly any failure on its part and to take any action that the Investment Adviser may reasonably request in connection with any breach of this Agreement. The Subadviser shall also provide the officers of the Fund with supporting certifications in connection with such certifications of the Fund’s financial statements and disclosure controls pursuant to the Sxxxxxxx-Xxxxx Act. The Subadviser will cooperate with and provide reasonable assistance to the Investment Adviser, the Fund’s custodian and foreign custodians, transfer agent and all other agents and representatives of the Trust and the Investment Adviser, keep all such persons fully informed as to such matters as they may reasonably deem necessary to the performance of their obligations to the Trust, on behalf of the Fund, and the Investment Adviser, provide prompt responses to reasonable requests made by such persons and maintain any appropriate interaction with each to promote the exchange of information. Unless and until otherwise directed in writing by the Investment Adviser or the Trust’s officers or Board, the Subadviser will be responsible for voting all proxies, including taking action with respect to corporate action elections for proxies and corporate actions communicated by the Fund or its agents to the Subadviser, with respect to the securities held by the Fund. Unless and until otherwise directed in writing by the Investment Adviser or the Trust’s officers or Board, the Subadviser shall prepare and file in consultation with the Investment Adviser or the Trust’s officers proofs of claim and other documentation on behalf of the Fund as necessary to permit the Fund to participate in securities class action suits relating to securities then held or previously held by the Fund. The Subadviser shall maintain all books and records required by Rule 31a-1 under the 1940 Act relating to its responsibilities provided hereunder with respect to the Fund, and shall preserve such records for the periods and in a manner prescribed by Rule 31a-2 under the 1940 Act. The Subadviser shall permit the Investment Adviser, the Funds Fund's officers and its independent public accountants to inspect and audit such records at reasonable times during normal business hours upon due notice. If any occasion should arise in which the Subadviser gives any advice to its clients concerning the shares of the Fund, the Subadviser will act solely as investment counsel for such clients and not in any way on behalf of the Fund. The Subadvisers Subadviser's services to the Fund pursuant to this Agreement are not to be deemed to be exclusive, and it is understood that the Subadviser may render investment advice, management and other services to others. The Subadviser is prohibited from consulting with any other subadviser to any other series of the Trust concerning the Fund’s transactions in securities or other assets, except for the purpose of complying with the conditions of Rule 12d3-1(a) and (b) under the 1940 Act.

Investment Advisory and Management Services. The Investment Adviser hereby appoints the Subadviser to serve as subadviser to the Fund and the Subadviser hereby accepts such appointment. Subject to the supervision of the Investment Adviser, Subadviser will regularly provide the Fund with investment advice and investment management services concerning the investments of the Fund. The Subadviser will determine what securities shall be purchased, held or sold by the Fund and what portion of the Funds assets shall be held uninvested in cash and cash equivalents, subject always to the provisions of the Trusts Declaration of Trust and By-laws and the 1940 Act, and to the investment objectives, policies and restrictions applicable to the Fund (including, without limitation, the requirements of Subchapters L and M of the Internal Revenue Code of 1986, as amended) (the Code), as each of the same shall be from time to time in effect or set forth in the Funds Prospectus and Statement of Additional Information, as well as any other investment guidelines or policies the Board of Trustees or the Investment Adviser may from time to time establish and deliver in writing to the Subadviser. To carry out such determinations the Subadviser will exercise full discretion, subject to the preceding paragraph, and act for the Fund in the same manner and with the same force and effect as the Trust might or could do with respect to purchases, sales or other transactions, as well as with respect to all other things necessary or incidental to the furtherance or conduct of such purchases, sales or other transactions. Notwithstanding the foregoing, the Subadviser shall, upon written instructions from the Investment Adviser, effect such portfolio transactions for the Fund as the Investment Adviser may from time to time direct. Such instructions will be given in reasonable circumstances, including, without limitation, any termination of this Agreement. The Subadviser will also make its officers and employees available to meet with the officers of the Investment Adviser and the Trusts officers and Trustees at least quarterly twice each calendar year, or more frequently, upon reasonable request, on due notice to review the investments and investment program of the Fund in the light of current and prospective economic and market conditions. From time to time as the Board of Trustees of the Trust or the Investment Adviser may reasonably request, the Subadviser will furnish to the Investment Adviser and Trusts officers and to each of its Trustees, at the Subadvisers expense, reports on portfolio transactions and reports on issues of securities held by the Fund, all in such detail as the Trust or the Investment Adviser may reasonably request. The Subadviser shall maintain all books and records required by Rule 31a-1 under the 1940 Act relating to its responsibilities provided hereunder with respect to the Fund, and shall preserve such records for the periods and in a manner prescribed by Rule 31a-2 under the 1940 Act. The Subadviser shall permit the Investment Adviser, the Funds officers and its independent public accountants to inspect and audit such records at reasonable times during normal business hours upon due notice. If any occasion should arise in which the Subadviser gives any advice to its clients concerning the shares of the Fund, the Subadviser will act solely as investment counsel for such clients and not in any way on behalf of the Fund. The Subadvisers services to the Fund pursuant to this Agreement are not to be deemed to be exclusive, and it is understood that the Subadviser may render investment advice, management and other services to others.

Investment Advisory and Management Services. The Investment Adviser hereby appoints the Subadviser to serve as subadviser to the Fund and the Subadviser hereby accepts such appointment. Subject to the supervision of the Investment Adviser, Subadviser will regularly provide the Fund with investment advice and investment management services concerning the investments of the Fund. The Subadviser will determine what securities shall be purchased, held or sold by the Fund and what portion of the Funds Fund's assets shall be held uninvested in cash and cash equivalents, subject always to the provisions of the Trusts Trust's Declaration of Trust and By-laws and the 1940 Act, and to the investment objectives, policies and restrictions applicable to the Fund (including, without limitation, the requirements of Subchapters L and M of the Internal Revenue Code of 1986, as amended) (the "Code"), as each of the same shall be from time to time in effect or set forth in the Funds Fund's Prospectus and Statement of Additional Information, as well as any other investment guidelines or policies the Board of Trustees or the Investment Adviser may from time to time establish and deliver in writing to the Subadviser. To carry out such determinations the Subadviser will exercise full discretion, subject to the preceding paragraph, and act for the Fund in the same manner and with the same force and effect as the Trust might or could do with respect to purchases, sales or other transactions, as well as with respect to all other things necessary or incidental to the furtherance or conduct of such purchases, sales or other transactions. Notwithstanding the foregoing, the Subadviser shall, upon written instructions from the Investment Adviser, effect such portfolio transactions for the Fund as the Investment Adviser may from time to time direct. Such instructions will be given in reasonable circumstances, including, without limitation, any termination of this Agreement. The Subadviser will also make its officers and employees available to meet with the officers of the Investment Adviser and the Trusts Trust's officers and Trustees at least quarterly on due notice to review the investments and investment program of the Fund in the light of current and prospective economic and market conditions. From time to time as the Board of Trustees of the Trust or the Investment Adviser may reasonably request, the Subadviser will furnish to the Investment Adviser and Trusts Trust's officers and to each of its Trustees, at the Subadvisers Subadviser's expense, reports on portfolio transactions and reports on issues of securities held by the Fund, all in such detail as the Trust or the Investment Adviser may reasonably request. The Subadviser shall maintain all books and records required by Rule 31a-1 under the 1940 Act relating to its responsibilities provided hereunder with respect to the Fund, and shall preserve such records for the periods and in a manner prescribed by Rule 31a-2 under the 1940 Act. The Subadviser shall permit the Investment Adviser, the Funds Fund's officers and its independent public accountants to inspect and audit such records at reasonable times during normal business hours upon due notice. If any occasion should arise in which the Subadviser gives any advice to its clients concerning the shares of the Fund, the Subadviser will act solely as investment counsel for such clients and not in any way on behalf of the Fund. The Subadvisers Subadviser's services to the Fund pursuant to this Agreement are not to be deemed to be exclusive, and it is understood that the Subadviser may render investment advice, management and other services to others.

Investment Advisory and Management Services. The Investment Adviser hereby appoints the Subadviser to serve as subadviser to the Fund and the Subadviser hereby accepts such appointment. Subject to the supervision of the Investment Adviser, Subadviser will regularly provide the Fund with investment advice and investment management services concerning the investments of the Fund. The Subadviser will determine what securities shall be purchased, held or sold by the Fund and what portion of the Funds Fund’s assets shall be held uninvested in cash and cash equivalents, subject always to the provisions of the Trusts Trust’s Declaration of Trust and By-laws and the 1940 Act, and to the investment objectives, policies and restrictions applicable to the Fund (including, without limitation, the requirements of Subchapters L and M of the Internal Revenue Code of 1986, as amended) (the “Code”), as each of the same shall be from time to time in effect or set forth in the Funds Fund’s Prospectus and Statement of Additional Information, as well as any other investment guidelines or policies the Trust’s Board of Trustees (the “Board” or “Trustees”) or the Investment Adviser may from time to time establish and deliver in writing to the Subadviser, provided that the Subadviser acknowledges in writing receipt of such guidelines or policies, which acknowledgement will not be unreasonably delayed. To carry out such determinations the Subadviser will exercise full discretion, subject to the preceding paragraph, and act for the Fund in the same manner and with the same force and effect as the Trust might or could do with respect to purchases, sales or other transactions, as well as with respect to all other things necessary or incidental to the furtherance or conduct of such purchases, sales or other transactions. Notwithstanding the foregoing, the Subadviser shall, upon and in accordance with written instructions from the Investment Adviser, effect such portfolio transactions for the Fund as the Investment Adviser may from time to time direct. Such instructions will be given in reasonable circumstances, including, without limitation, any termination of this Agreement. The Subadviser will also make its officers and employees available to meet with the officers of the Investment Adviser and the Trusts Trust’s officers and Trustees at least quarterly on due notice to review the investments and investment program of the Fund in the light of current and prospective economic and market conditions. From time to time as the Board of Trustees of the Trust or the Investment Adviser may reasonably request, the Subadviser will furnish to the Investment Adviser and Trusts Trust’s officers and to each of its Trustees, at the Subadvisers Subadviser’s expense, reports on portfolio transactions and reports on issues of securities held by the Fund, all in such detail as the Trust or the Investment Adviser may reasonably request. The Subadviser will keep the Trust’s officers and the Investment Adviser informed of developments materially affecting the Fund’s holdings, and will, on its own initiative, furnish the Trust’s officers and the Investment Adviser from time to time with such information. The Subadviser agrees to provide, upon request, reasonable assistance to the Investment Adviser, the Trust’s valuation committee and the Fund’s pricing agent in making determinations of the fair value of the Fund’s portfolio securities in accordance with the Trust’s valuation procedures. With respect to any security or instrument held both by the Fund and by another registered investment company sponsored by the Subadviser (“GS Proprietary Fund”), the Subadviser further agrees to: (i) to immediately notify the Investment Adviser if the Subadviser believes that market quotations for such security or instrument are not readily available or the market price does not reflect the security’s or instrument’s fair value; and (ii) provide to the Investment Adviser the value assigned to such security or instrument within such GS Proprietary Fund, and the basis for the decision, pursuant to the Subadviser’s procedures for determining the fair value of a security or instrument. With respect to securities or instruments that are not also held by a GS Proprietary Fund, the Subadviser agrees to (i) above to the extent the Subadviser has actual knowledge of a valuation situation of the type described therein. Notwithstanding the foregoing, the Subadviser shall not be responsible for any valuation determinations made with respect to the Fund. In addition, the Subadviser will provide a quarterly certification, in the form provided by the Investment Adviser from time to time, that the Subadviser has managed the Fund in accordance with the provisions of this Agreement. The Subadviser acknowledges and agrees that the Investment Adviser may, in its discretion, provide such quarterly compliance certifications to the Board. The Subadviser agrees to correct promptly any failure on its part and to take any action that the Investment Adviser may reasonably request in connection with any breach of this Agreement. The Subadviser shall also provide the officers of the Fund with supporting certifications in connection with such certifications of the Fund’s financial statements and disclosure controls pursuant to the Xxxxxxxx-Xxxxx Act. The Subadviser will cooperate with and provide reasonable assistance to the Investment Adviser, the Fund’s custodian and foreign custodians, transfer agent and all other agents and representatives of the Trust and the Investment Adviser, keep all such persons fully informed as to such matters as they may reasonably deem necessary to the performance of their obligations to the Trust, on behalf of the Fund, and the Investment Adviser, provide prompt responses to reasonable requests made by such persons and maintain any appropriate interaction with each to promote the exchange of information. Unless and until otherwise directed in writing by the Investment Adviser or the Trust’s officers or Board, the Subadviser will be responsible for voting all proxies pursuant to its internal proxy voting policies and procedures, as adopted by the Board for the Fund, including taking action with respect to corporate action elections for proxies and corporate actions communicated by the Fund or its agents to the Subadviser, with respect to the securities held by the Fund. The Investment Adviser understands that the Subadviser establishes from time to time guidelines for the voting of proxies and may employ the services of a proxy voting service to vote proxies in accordance with the Subadviser’s guidelines, as adopted by the Board for the Fund. Except as may otherwise be provided by applicable law, the Subadviser shall not incur any liability to the Investment Adviser or the Trust by reason of any exercise of, or failure to exercise, any discretion with respect to any and all filings in connection with any securities litigation or class action lawsuit involving securities held or that were held in the Fund and shall not incur any liability for any failure arising from an act or omission of a person other than the Subadviser with respect to such filings. The Subadviser shall maintain all books and records required by Rule 31a-1 under the 1940 Act relating to its responsibilities provided hereunder with respect to the Fund, and shall preserve such records for the periods and in a manner prescribed by Rule 31a-2 under the 1940 Act. The Subadviser shall permit the Investment Adviser, the Funds Fund’s officers and its independent public accountants to inspect and audit such records at reasonable times during normal business hours upon due notice. If any occasion should arise in which the Subadviser gives any advice to its clients concerning the shares of the Fund, the Subadviser will act solely as investment counsel for such clients and not in any way on behalf of the Fund. The Subadvisers Subadviser’s services to the Fund pursuant to this Agreement are not to be deemed to be exclusive, and it is understood that the Subadviser may render investment advice, management and other services to others. The Subadviser is prohibited from consulting with any other subadviser to any other series of the Trust concerning the Fund’s transactions in securities or other assets, except for the purpose of complying with the conditions of Rule 12d3-1(a) and (b) under the 1940 Act.

Investment Advisory and Management Services. The Investment Adviser hereby appoints the Subadviser Sub-adviser to serve as a subadviser to the Fund Funds or, where the Funds have multiple subadvisers (as determined by the Investment Adviser from time to time), a discrete portion of the Funds and the Subadviser Sub-adviser hereby accepts such appointment. References to “Funds” herein include a discrete portion of the Funds, as applicable. Subject to the supervision of the Investment Adviser, Subadviser Sub-adviser will regularly provide the Fund Funds with investment advice and investment management services concerning the investments of the FundFunds. The Subadviser Sub-adviser will determine what securities or instruments shall be purchased, held or sold by the Fund Funds and what portion of the Funds each Fund’s assets shall be held uninvested in cash and cash equivalents, subject always to the provisions of the Trusts Trust’s Declaration of Trust and By-laws and the 1940 Act, and to the investment objectives, policies and restrictions applicable to the Fund Funds (including, without limitation, the requirements of Subchapters L Sections 817(h) and M 851(b)(3) of the Internal Revenue Code of 1986, as amendedamended based solely on information provided by the fund’s administrator, custodian or other service providers) (the “Code”), as each of the same shall be from time to time in effect or set forth in the Funds Funds’ Prospectus and Statement of Additional Information, as well as any other investment guidelines or policies the Trust’s Board of Trustees (the “Board” or “Trustees”) or the Investment Adviser may from time to time establish and deliver in writing to the SubadviserSub-adviser prior to the effective date thereof. To carry out The Investment Adviser acknowledges that the Sub-adviser is not the tax agent for the Funds. The Investment Adviser agrees and acknowledges that the Sub-adviser may from time to time, subject to the approval of the Adviser and the Board, to the extent permitted by applicable law, appoint one or more sub-sub-advisers, including, without limitation, affiliates of the Sub-adviser, to perform investment advisory services with respect to the Funds; provided, however, that the compensation of such determinations person or persons shall be paid by the Subadviser Sub-adviser and that the Sub-adviser shall be fully responsible to the Trust for the acts and omissions of any sub-sub-adviser as it is for its own acts and omissions. The Sub-adviser may, as permitted by rule, regulation or position of the staff of the Securities and Exchange Commission, utilize the personnel of its affiliates including foreign affiliates in providing services under this Agreement, provided that Sub-Adviser remains solely responsible for the provision of services under this Agreement. The Sub-adviser will exercise full discretiondiscretion with respect to the investment and reinvestment of the assets of the Funds, subject to the preceding paragraph, and act for the Fund Funds in the same manner and with the same force and effect as the Trust might or could do with respect to purchases, sales or other transactions, as well as with respect to all other things necessary or incidental to the furtherance or conduct of such purchases, sales or other transactions. Notwithstanding the foregoing, the Subadviser Sub-adviser shall, upon written instructions from the Investment Adviser, effect such portfolio transactions for the Fund Funds as the Investment Adviser may from time to time reasonably direct. Such instructions will be given in reasonable circumstances, including, without limitation, any termination of this Agreement. The Subadviser Sub-adviser will also make its officers and employees available to meet with the officers of the Investment Adviser and the Trusts Trust’s officers and Trustees at least quarterly on due notice to review the investments and investment program of the Fund Funds in the light of current and prospective economic and market conditions. From time to time as the Board of Trustees of the Trust or the Investment Adviser may reasonably request, the Subadviser Sub-adviser will furnish to the Investment Adviser and Trusts Trust’s officers and to each of its Trustees, at the Subadvisers Sub-adviser’s expense, reports on portfolio transactions and reports on issues of securities or instruments held by the FundFunds, all in such detail as the Trust or the Investment Adviser may reasonably request. The Subadviser Sub-Adviser shall provide reasonable assistance to the Investment Adviser as to the determination of the fair value of certain investments where market quotations are not readily available for purposes of calculating net asset value of the Funds in accordance with valuation procedures and methods established by the Trust provided that the Sub-adviser shall not be deemed to be the valuation agent for the Funds. In addition, the Sub-adviser will not be liable for any loss arising out of any assistance provided by the Sub-adviser to the Investment Adviser in relation to the determination of the fair value of certain investments. In addition, the Sub-adviser will provide a quarterly certification, in the form provided by the Investment Adviser from time to time, that the Sub-adviser has managed the Funds in accordance with the provisions of this Agreement. The Sub-adviser acknowledges and agrees that the Investment Adviser may, in its discretion, provide such quarterly compliance certifications to the Board. The Sub-adviser shall also, upon the reasonable request of the Investment Adviser, provide the officers of the Funds with supporting certifications in connection with such certifications of the Funds’ financial statements and disclosure controls pursuant to the Sxxxxxxx-Xxxxx Act. The Sub-adviser will cooperate with and provide reasonable assistance to the Investment Adviser, the Funds’ custodian and foreign custodians, transfer agent and all other agents and representatives of the Trust and the Investment Adviser, will endeavor to keep all such persons fully informed as to such matters as they may reasonably deem necessary to the performance of their obligations to the Trust, on behalf of the Funds, and the Investment Adviser, provide responses as soon as reasonably practicable to reasonable requests made by such persons and maintain any appropriate interaction with each to promote the exchange of information. Unless and until otherwise directed in writing by the Investment Adviser or the Trust’s officers or Board, the Sub-adviser will be responsible for voting all proxies, including taking action with respect to corporate action elections for proxies and corporate actions communicated by the Funds or its agents to the Sub-adviser, with respect to the securities held by the Funds. The Sub-adviser shall not be responsible for filing proofs of claim or otherwise participating in class action lawsuits with respect to securities held by the Funds. The Sub-adviser shall maintain all books and records required by Rule 31a-1 under the 1940 Act relating to its responsibilities provided hereunder with respect to the FundFunds, and shall preserve such records for the periods and in a manner prescribed by Rule 31a-2 under the 1940 Act. The Subadviser Sub-adviser shall permit the Investment Adviser, the Funds Funds’ officers and its independent public accountants to inspect and audit such records at reasonable times during normal business hours upon due notice. If any occasion should arise in which the Subadviser Sub-adviser gives any advice to its clients concerning the shares of the FundFunds, the Subadviser Sub-adviser will act solely as investment counsel for such clients and not in any way on behalf of the FundFunds. The Subadvisers Sub-adviser’s services to the Fund Funds pursuant to this Agreement are not to be deemed to be exclusive, and it is understood that the Subadviser Sub-adviser may render investment advice, management and other services to others. The Sub-adviser is prohibited from consulting with any other subadviser to the Funds or any other subadviser to any other series of the Trust concerning the Funds’ transactions in securities or other assets, except for the purpose of complying with the conditions of Rule 12d3-1(a) and (b) under the 1940 Act.

Investment Advisory and Management Services. The Investment Adviser hereby appoints the Subadviser to serve as a subadviser to the Fund or, where the Fund has multiple subadvisers (as determined by the Investment Adviser from time to time), a discrete portion of the Fund and the Subadviser hereby accepts such appointment. References to “Fund” herein include a discrete portion of the Fund, as applicable. Subject to the supervision of the Investment Adviser, Subadviser will regularly provide the Fund with investment advice and investment management services concerning the investments of the Fund. The Subadviser will determine what securities or instruments shall be purchased, held or sold by the Fund and what portion of the Funds Fund's assets shall be held uninvested in cash and cash equivalents, subject always to the provisions of the Trusts Trust’s Declaration of Trust and By-laws and the 1940 Act, and to the investment objectives, policies and restrictions applicable to the Fund (including, without limitation, the requirements of Subchapters L Sections 817(h) and M 851(b)(3) of the Internal Revenue Code of 1986, as amended) (the "Code"), as each of the same shall be from time to time in effect or set forth in the Funds Fund’s Prospectus and Statement of Additional Information, as well as any other investment guidelines or policies the Trust’s Board of Trustees (the “Board” or “Trustees”) or the Investment Adviser may from time to time establish and deliver in writing to the Subadviser. To carry out such determinations The Subadviser may, as permitted by rule, regulation or position of the staff of the Securities and Exchange Commission, utilize the personnel of its affiliates including foreign affiliates in providing services under this Agreement, provided that Sub-Adviser remains solely responsible for the provision of services under this Agreement. The Subadviser will exercise full discretiondiscretion with respect to the investment and reinvestment of the assets of the Fund, subject to the preceding paragraph, and act for the Fund in the same manner and with the same force and effect as the Trust might or could do with respect to purchases, sales or other transactions, as well as with respect to all other things necessary or incidental to the furtherance or conduct of such purchases, sales or other transactions. Notwithstanding the foregoing, the Subadviser shall, upon written instructions from the Investment Adviser, effect such portfolio transactions for the Fund as the Investment Adviser may from time to time reasonably direct. Such instructions will be given in reasonable circumstances, including, without limitation, any termination of this Agreement. The Subadviser will also make its officers and employees available to meet with the officers of the Investment Adviser and the Trusts Trust’s officers and Trustees at least quarterly on due notice to review the investments and investment program of the Fund in the light of current and prospective economic and market conditions. From time to time as the Board of Trustees of the Trust or the Investment Adviser may reasonably request, the Subadviser will furnish to the Investment Adviser and Trusts Trust’s officers and to each of its Trustees, at the Subadvisers Subadviser's expense, reports on portfolio transactions and reports on issues of securities or instruments held by the Fund, all in such detail as the Trust or the Investment Adviser may reasonably request. The Sub-Adviser shall provide reasonable assistance to the Investment Adviser as to the determination of the fair value of certain investments where market quotations are not readily available for purposes of calculating net asset value of the Fund in accordance with valuation procedures and methods established by the Trust. In addition, the Subadviser will provide a quarterly certification, in the form provided by the Investment Adviser from time to time, that the Subadviser has managed the Fund in accordance with the provisions of this Agreement. The Subadviser acknowledges and agrees that the Investment Adviser may, in its discretion, provide such quarterly compliance certifications to the Board. The Subadviser shall also, upon the reasonable request of the Investment Adviser, provide the officers of the Fund with supporting certifications in connection with such certifications of the Fund’s financial statements and disclosure controls pursuant to the Xxxxxxxx-Xxxxx Act. The Subadviser will cooperate with and provide reasonable assistance to the Investment Adviser, the Fund’s custodian and foreign custodians, transfer agent and all other agents and representatives of the Trust and the Investment Adviser, keep all such persons fully informed as to such matters as they may reasonably deem necessary to the performance of their obligations to the Trust, on behalf of the Fund, and the Investment Adviser, provide prompt responses to reasonable requests made by such persons and maintain any appropriate interaction with each to promote the exchange of information. Unless and until otherwise directed in writing by the Investment Adviser or the Trust’s officers or Board, the Subadviser will be responsible for voting all proxies, including taking action with respect to corporate action elections for proxies and corporate actions communicated by the Fund or its agents to the Subadviser, with respect to the securities held by the Fund. The Sub-Advisor shall not be responsible for filing proofs of claim or otherwise participating in class action lawsuits with respect to securities held by the Fund. The Subadviser shall maintain all books and records required by Rule 31a-1 under the 1940 Act relating to its responsibilities provided hereunder with respect to the Fund, and shall preserve such records for the periods and in a manner prescribed by Rule 31a-2 under the 1940 Act. The Subadviser shall permit the Investment Adviser, the Funds Fund's officers and its independent public accountants to inspect and audit such records at reasonable times during normal business hours upon due notice. If any occasion should arise in which the Subadviser gives any advice to its clients concerning the shares of the Fund, the Subadviser will act solely as investment counsel for such clients and not in any way on behalf of the Fund. The Subadvisers Subadviser's services to the Fund pursuant to this Agreement are not to be deemed to be exclusive, and it is understood that the Subadviser may render investment advice, management and other services to others. The Subadviser is prohibited from consulting with any other subadviser to the Fund or any other subadviser to any other series of the Trust concerning the Fund’s transactions in securities or other assets, except for the purpose of complying with the conditions of Rule 12d3-1(a) and (b) under the 1940 Act.

Investment Advisory and Management Services. The Investment Adviser hereby appoints the Subadviser to serve as a subadviser to the Fund or, where the Fund has multiple subadvisers (as determined by the Investment Adviser from time to time), a discrete portion of the Fund and the Subadviser hereby accepts such appointment. References to “Fund” herein include a discrete portion of the Fund, as applicable. Subject to the supervision of the Investment Adviser, Subadviser will regularly provide the Fund with investment advice and investment management services concerning the investments of the Fund. The Subadviser will determine what securities or instruments shall be purchased, held or sold by the Fund and what portion of the Funds Fund’s assets shall be held uninvested in cash and cash equivalents, subject always to the material provisions of the Trusts Trust’s Declaration of Trust and By-laws that pertain to PIMCO, and the 1940 Act, and to the investment objectives, policies and restrictions applicable to the Fund (including, without limitation, the requirements of Subchapters L Sections 817(h) and M 851(b)(3) of the Internal Revenue Code of 1986, as amended) (the “Code”), as each of the same shall be from time to time in effect or set forth in the Funds Fund’s Prospectus and Statement of Additional Information, as well as any other investment guidelines or policies the Trust’s Board of Trustees (the “Board” or “Trustees”) or the Investment Adviser may from time to time establish and deliver in writing to the Subadviser. To carry out In the event of a discrepancy between any of the documents in the preceding sentence, the Fund’s Prospectus shall control. Prior to commencement of services under this Agreement, the Investment Adviser shall deliver to the Subadviser all documents referenced in this Section 1. Further, the Investment Adviser shall deliver to the Subadviser all amendments or supplements to any such determinations aforementioned-mentioned document and the Subadviser will be charged with compliance with such amendment or supplement upon receipt. The Subadviser may, as permitted by rule, regulation or position of the staff of the Securities and Exchange Commission, utilize the personnel of its affiliates including foreign affiliates and PIMCO will have the ability to delegate internal back office services to State Street Investment Manager Solutions, LLC and its affiliates in providing services under this Agreement, provided that Subadviser remains solely responsible for the provision of services under this Agreement. Information may be shared between such companies as necessary to accomplish the purposes of this Agreement. The Subadviser will exercise full discretiondiscretion with respect to the investment and reinvestment of the assets of the Fund, subject to the preceding paragraph, and act for the Fund in the same manner and with the same force and effect as the Trust might or could do with respect to purchases, sales or other transactions, as well as with respect to all other things necessary or incidental to the furtherance or conduct of such purchases, sales or other transactions. Notwithstanding the foregoing, the Subadviser shall, upon written instructions from the Investment Adviser, effect such portfolio transactions for the Fund as the Investment Adviser may from time to time reasonably direct. Such instructions will be given in reasonable circumstances, including, without limitation, any termination of this Agreement. The Investment Adviser consents to the delivery of Fund account statements, reports and other communications (collectively, “Account Communications”) via electronic mail and/or other electronic means acceptable to the Investment Adviser, in lieu of sending such Account Communications as hard copies via fax, mail or other means. The Investment Adviser confirms that it has provided the Subadviser with at least one valid electronic mail address where Account Communications can be sent. The Investment Adviser acknowledges that the Subadviser reserves the right to distribute certain Account Communications via fax, mail or other means to the extent required by applicable law or otherwise deemed advisable. The Investment Adviser may withdraw consent to electronic delivery at any time by giving the Subadviser notice pursuant to Section 17 hereunder. The Subadviser is authorized on behalf of the Fund 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 make investments pursuant to the Prospectus which shall include 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. The Subadviser further shall have authority to instruct the custodian to: (i) 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 in the Fund’s account, and (ii) 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 Fund with respect to any investments made pursuant to the Prospectus. The Subadviser will also make its officers and employees key investment personnel for the Fund reasonably available to meet with the officers of the Investment Adviser and the Trusts Trust’s officers and Trustees at least quarterly on due written notice to review the investments and investment program of the Fund in the light of current and prospective economic and market conditions. From time to time as the Board of Trustees of the Trust or the Investment Adviser may reasonably request, the Subadviser will furnish to the Investment Adviser and Trusts Trust’s officers and to each of its Trustees, at the Subadvisers Subadviser’s expense, reports on portfolio transactions and reports on issues of securities or instruments held by the Fund, all in such detail as the Trust or the Investment Adviser may reasonably request. The Subadviser shall provide reasonable assistance to the Investment Adviser as to the determination of the fair value of certain investments where market quotations are not readily available for purposes of calculating net asset value of the Fund. Notwithstanding the foregoing, the Investment Adviser and Trust acknowledge and agree that the Subadviser is not a pricing vendor for the Fund and does not have responsibility for determining the market value of any asset in the Fund. In addition, the Subadviser will provide a quarterly certification from time to time, that the Subadviser has managed the Fund in accordance with the provisions of this Agreement. The Subadviser acknowledges and agrees that the Investment Adviser may, in its discretion, provide such quarterly compliance certifications to the Board. The Subadviser shall also, upon the reasonable request of the Investment Adviser, provide the officers of the Fund with applicable sub-certifications in connection with such certifications of the Fund’s financial statements and disclosure controls pursuant to the Sxxxxxxx-Xxxxx Act. The Subadviser will cooperate with and provide reasonable assistance to the Investment Adviser, the Fund’s custodian and foreign custodians, transfer agent and all other known agents and representatives of the Trust and the Investment Adviser, keep all such persons fully informed of material facts as to such matters as they may reasonably deem necessary to the performance of their obligations to the Trust, on behalf of the Fund, and the Investment Adviser, provide prompt responses to reasonable requests made by such persons and maintain any appropriate interaction with each to promote the exchange of information. Unless and until otherwise directed in writing by the Investment Adviser or the Trust’s officers or Board, the Subadviser will be responsible for voting all proxies, including taking action with respect to corporate action elections for proxies and corporate actions, including but not limited to, the power to exercise rights, options, warrants, conversion privileges, and redemption privileges, and to tender securities pursuant to a tender offer, communicated in writing by the Fund or its agents to the Subadviser, with respect to the securities held by the Fund. The Subadviser shall not be responsible for filing proofs of claim or otherwise participating in class action lawsuits with respect to securities held by the Fund. The Subadviser shall maintain all books and records required by Rule 31a-1 under the 1940 Act relating to its responsibilities provided hereunder with respect to the Fund, and shall preserve such records for the periods and in a manner prescribed by Rule 31a-2 under the 1940 Act. The Subadviser shall permit the Investment Adviser, the Funds Fund’s officers and its independent public accountants to inspect and audit such records at reasonable times during normal business hours upon reasonable written due notice. If any occasion should arise in which the Subadviser gives any advice to its clients concerning the shares of the Fund, the Subadviser will act solely as investment counsel for such clients and not in any way on behalf of the Fund. Notwithstanding any other provision to the contrary, the Subadviser shall have no obligation to perform the following services: (a) shareholder services or support functions, such as responding to shareholders’ questions about the Fund or its investments or strategies, or preparing and filing materials for distribution to the Fund’s shareholders, including statistical information about the Fund and materials regarding the Fund’s performance or investments; (b) provision of legal, accounting or tax advice with respect to the Fund or its investments by the Subadviser’s in-house legal, accounting or tax departments; (c) providing employees of the Subadviser to serve as officers of the Fund; or (d) providing the Fund’s Chief Compliance Officer and associated staff or overseeing the Fund’s compliance program adopted pursuant to Rule 38a-1 under the 1940 Act, except to the extent that such oversight responsibilities are required to be performed by the Subaviser under its compliance program adopted pursuant to Rule 206(4)-7 under the Advisers Act. The Subadvisers Subadviser’s services to the Fund pursuant to this Agreement are not to be deemed to be exclusive, and it is understood that the Subadviser may render investment advice, management and other services to others. The Subadviser shall have no responsibility under this Agreement with respect to the management of assets of Global Atlantic PIMCO Tactical Allocation Portfolio other than the portion of the fund’s assets with respect to which the Subadviser provides investment advice. The Subadviser is prohibited from consulting with any other subadviser to the Fund or any other subadviser to any other series of the Trust concerning the Fund’s transactions in securities or other assets, except for the purpose of complying with the conditions of Rule 12d3-1(a) and (b) under the 1940 Act.

Investment Advisory and Management Services. The Subject to and in accordance with the provisions hereof, the Investment Adviser hereby appoints the Subadviser to serve as subadviser sub-investment adviser to perform the various investment advisory and other services for the Fund set forth herein and, subject to the Fund restrictions set forth herein, hereby delegates to the Subadviser the authority vested in the Investment Adviser pursuant to the Advisory Agreement to the extent necessary to enable the Subadviser to perform its obligations under this Agreement, and the Subadviser hereby accepts such appointment. Subject to the supervision and control of the Investment AdviserAdviser and the Board of Trustees, the Subadviser will regularly provide the Fund with investment advice and investment management services concerning the investments of the Fund. The Subadviser will determine what securities shall be purchased, held held, sold or sold reinvested by the Fund and what portion of the Funds Fund’s assets shall be held uninvested in cash and cash equivalents, subject always to at all times to: (i) the provisions of the Trusts Trust’s Declaration of Trust and By-laws and laws, (ii) the requirements of the 1940 Act, and to the rules and regulations thereunder, (iii) the investment objectives, policies and restrictions applicable to the Fund (including, without limitation, the requirements of Subchapters L and M provisions of the Internal Revenue Code of 1986, as amended) amended (the ‘Code’) applicable to regulated investment companies), as each of the same shall be from time to time in effect or set forth in the Funds Fund’s Prospectus and Statement of Additional Information, as well as and (iv) any other investment guidelines guidelines, policies or policies limitations the Board of Trustees or the Investment Adviser may from time to time establish and deliver in writing to the Subadviser. To carry out such determinations the Subadviser will exercise full discretion, subject to the preceding paragraph, and act for the Fund in the same manner and with the same force and effect as the Trust might or could do with respect to purchases, sales or other transactions, as well as with respect to all other things necessary or incidental to the furtherance or conduct of such purchases, sales or other transactions. Notwithstanding the foregoing, the Subadviser shall, upon written instructions from the Investment Adviser, effect such portfolio transactions for the Fund as the Investment Adviser may from time to time direct. Such instructions will be given in reasonable circumstances, including, without limitation, any termination of this Agreement. The Subadviser will also make its officers and employees available to meet with the officers of the Investment Adviser and the Trusts Trust’s officers and Trustees at least quarterly on due notice to review the investments and investment program of the Fund in the light of current and prospective economic and market conditions. In addition, the Subadviser shall, on the Subadviser’s own initiative, and as reasonably requested by the Investment Adviser, for itself and on behalf of the Fund, furnish to the Investment Adviser from time to time whatever information the Investment Adviser reasonably believes appropriate for this purpose. From time to time as the Board of Trustees of the Trust or the Investment Adviser may reasonably request, the Subadviser will furnish to the Investment Adviser and Trusts Trust’s officers and to each of its Trustees, at the Subadvisers Subadviser’s expense, reports on portfolio transactions and reports on issues issuers of securities held by the Fund, all in such detail as the Trust or the Investment Adviser may reasonably request. In addition, the Subadviser shall provide advice and assistance to the Investment Adviser as to the determination of the value of securities held or to be acquired by the Fund for valuation purposes in accordance with the process described in the Fund's current Prospectus or Statement of Additional Information. The Subadviser shall maintain all accounts, books and records as required by Rule 31a-1 under of an investment adviser of a registered investment company pursuant to the 1940 Act and the rules and regulations thereunder relating to its responsibilities provided hereunder with respect to the Fund, and shall preserve such records for the periods and in a manner prescribed by Rule 31a-2 under the 1940 ActAct and the rules and regulations thereunder. The Subadviser shall maintain and enforce adequate security procedures with respect to all materials, records, documents and data relating to any of its responsibilities pursuant to this Agreement including all means for the effecting of securities transactions. The Subadviser agrees that all such records are the property of the Trust, and will be surrendered to the Trust promptly upon request. The Subadviser shall permit the Investment Adviser, the Funds Fund’s officers and its independent public accountants to inspect and audit such records pertaining to the Fund at reasonable times during normal business hours upon due notice. In the performance of its duties hereunder, the Subadviser is and shall be an independent contractor and, except as expressly provided for herein or otherwise expressly provided or authorized in writing by the Investment Adviser, shall have no authority to act for or represent any Fund or the Trust in any way or otherwise be deemed to be an agent of any Fund, the Trust or of the Investment Adviser. If any occasion should arise in which the Subadviser gives any advice to its clients concerning the shares of the Fund, the Subadviser will act solely as investment counsel for such clients and not in any way on behalf of the Fund. The Subadvisers Subadviser’s services to the Fund pursuant to this Agreement are not to be deemed to be exclusive, and it is understood that the Subadviser may render investment advice, management and other services to others. Subject to and in accordance with the provisions hereof and any direction of the Board of Trustees, the Subadviser shall vote, pursuant to procedures set forth and described to the Trustees, all proxies solicited by or with respect to issuers of securities in which the assets of the Fund may be invested from time to time.

Investment Advisory and Management Services. The Investment Adviser hereby appoints the Subadviser to serve as subadviser to the Fund and the Subadviser hereby accepts such appointment. Subject to the supervision of the Investment Adviser, Subadviser will regularly provide the Fund with investment advice and investment management services concerning the investments of the Fund. The Subadviser will determine what securities shall be purchased, held or sold by the Fund and what portion of the Funds Fund's assets shall be held uninvested in cash and cash equivalents, subject always to the provisions of the Trusts Trust’s Declaration of Trust and By-laws and the 1940 Act, and to the investment objectives, policies and restrictions applicable to the Fund (including, without limitation, the requirements of Subchapters L and M of the Internal Revenue Code of 1986, as amended) (the "Code"), as each of the same shall be from time to time in effect or set forth in the Funds Fund’s Prospectus and Statement of Additional Information, as well as any other investment guidelines or policies the Trust’s Board of Trustees (the “Board” or “Trustees”) or the Investment Adviser may from time to time establish and deliver in writing to the Subadviser, provided that the Subadviser acknowledges in writing receipt of such guidelines or policies. To carry out such determinations the Subadviser will exercise full discretion, subject to the preceding paragraph, and act for the Fund in the same manner and with the same force and effect as the Trust might or could do with respect to purchases, sales or other transactions, as well as with respect to all other things necessary or incidental to the furtherance or conduct of such purchases, sales or other transactions. Notwithstanding the foregoing, the Subadviser shall, upon and in accordance with written instructions from the Investment Adviser, effect such portfolio transactions for the Fund as the Investment Adviser may from time to time direct. Such instructions will be given in reasonable circumstances, including, without limitation, any termination of this Agreement. The Subadviser will also make its officers and employees available to meet with the officers of the Investment Adviser and the Trusts Trust’s officers and Trustees at least quarterly on due notice to review the investments and investment program of the Fund in the light of current and prospective economic and market conditions. From time to time as the Board of Trustees of the Trust or the Investment Adviser may reasonably request, the Subadviser will furnish to the Investment Adviser and Trusts Trust’s officers and to each of its Trustees, at the Subadvisers Subadviser's expense, reports on portfolio transactions and reports on issues of securities held by the Fund, all in such detail as the Trust or the Investment Adviser may reasonably request. The Subadviser will keep the Trust’s officers and the Investment Adviser informed of developments materially affecting the Fund’s holdings, and will, on its own initiative, furnish the Trust’s officers and the Investment Adviser from time to time with such information. The Subadviser agrees as follows with respect to securities held both by the Fund and by another registered investment company sponsored by the Subadviser (“GS Proprietary Fund”):(i) to immediately notify the Investment Adviser if the Subadviser believes that market quotations are not readily available or the market price does not reflect the security’s fair value; (ii) to provide assistance to the Investment Adviser, the Trust’s valuation committee and the Fund’s pricing agent in making determinations of the fair value of such portfolio securities in accordance with the Trust’s valuation procedures; and (iii) to provide to the Investment Adviser the value assigned to such security within such GS Proprietary Fund, and the basis for the decision, pursuant to the Subadviser’s procedures for determining the fair value of a security. With respect to securities that are not also held by a GS Proprietary Fund, the Subadviser agrees to (i) and (ii) above to the extent the Subadviser has actual knowledge of a valuation situation of the type described above. Notwithstanding the foregoing, the Subadviser shall not be responsible for any valuation determinations made with respect to the Fund. In addition, the Subadviser will provide a quarterly certification, in the form provided by the Investment Adviser from time to time, that the Subadviser has managed the Fund in accordance with the provisions of this Agreement. The Subadviser acknowledges and agrees that the Investment Adviser may, in its discretion, provide such quarterly compliance certifications to the Board. The Subadviser agrees to correct promptly any failure on its part and to take any action that the Investment Adviser may reasonably request in connection with any breach of this Agreement. The Subadviser shall also provide the officers of the Fund with supporting certifications in connection with such certifications of the Fund’s financial statements and disclosure controls pursuant to the Sxxxxxxx-Xxxxx Act. The Subadviser will cooperate with and provide reasonable assistance to the Investment Adviser, the Fund’s custodian and foreign custodians, transfer agent and all other agents and representatives of the Trust and the Investment Adviser, keep all such persons fully informed as to such matters as they may reasonably deem necessary to the performance of their obligations to the Trust, on behalf of the Fund, and the Investment Adviser, provide prompt responses to reasonable requests made by such persons and maintain any appropriate interaction with each to promote the exchange of information. Unless and until otherwise directed in writing by the Investment Adviser or the Trust’s officers or Board, the Subadviser will be responsible for voting all proxies pursuant to its internal proxy voting policies and procedures, as adopted by the Board for the Fund, including taking action with respect to corporate action elections for proxies and corporate actions communicated by the Fund or its agents to the Subadviser, with respect to the securities held by the Fund. The Investment Adviser understands that the Subadviser establishes from time to time guidelines for the voting of proxies and may employ the services of a proxy voting service to exercise proxies in accordance with the Subadviser’s guidelines, as adopted by the Board for the Fund. For the avoidance of doubt and except as may be explicitly provided by applicable law, the Subadviser shall not incur any liability to the Investment Adviser or the Trust by reason of any exercise of, or failure to exercise, any discretion with respect to any and all filings in connection with any securities litigation or class action lawsuit involving securities held or that were held in the Fund and shall not incur any liability for any failure arising from an act or omission of a person other than the Subadviser with respect to such filings. The Subadviser shall maintain all books and records required by Rule 31a-1 under the 1940 Act relating to its responsibilities provided hereunder with respect to the Fund, and shall preserve such records for the periods and in a manner prescribed by Rule 31a-2 under the 1940 Act. The Subadviser shall permit the Investment Adviser, the Funds Fund's officers and its independent public accountants to inspect and audit such records at reasonable times during normal business hours upon due notice. If any occasion should arise in which the Subadviser gives any advice to its clients concerning the shares of the Fund, the Subadviser will act solely as investment counsel for such clients and not in any way on behalf of the Fund. The Subadvisers Subadviser's services to the Fund pursuant to this Agreement are not to be deemed to be exclusive, and it is understood that the Subadviser may render investment advice, management and other services to others. The Subadviser is prohibited from consulting with any other subadviser to any other series of the Trust concerning the Fund’s transactions in securities or other assets, except for the purpose of complying with the conditions of Rule 12d3-1(a) and (b) under the 1940 Act.

Investment Advisory and Management Services. The Investment Adviser Fund hereby appoints engages the Subadviser Advisor, and the Advisor hereby agrees to serve act as subadviser investment adviser for, and to manage the affairs, business and the investment of the assets of the Fund. The investment of the assets of the Fund shall at all times be subject to the applicable provisions of the Articles of Incorporation, Bylaws, Registration Statement on Form N-2 and any representations contained in the Prospectus and Statement of Additional Information of the Fund and the Subadviser hereby accepts such appointment. Subject shall conform to the supervision policies and purposes of the Investment AdviserFund as set forth in such Registration Statement, Subadviser will regularly provide Prospectus and Statement of Additional Information and (i) as interpreted from time to time by the Board of Directors of the Fund with and (ii) as may be amended from time to time by the Board of Directors and/or the shareholders of the Fund as permitted by the Investment Company Act of 1940, as amended (the "1940 Act"). Within the framework of the investment advice policies of the Fund, the Advisor shall have the sole and exclusive responsibility for the management of the Fund's assets and the making and execution of all investment management services concerning decisions for the Fund. The Advisor shall report to the Board of Directors of the Fund regularly at such times and in such detail as the Board may from time to time determine to be appropriate, in order to permit the Board to determine the adherence of the Advisor to the investment policies of the Fund. The Advisor shall, at its own expense, furnish the Fund suitable office space, and all necessary office facilities, equipment and personnel for servicing the investments of the Fund. The Subadviser will determine what securities Advisor shall be purchasedarrange, held or sold by the Fund and what portion of the Funds assets shall be held uninvested in cash and cash equivalents, subject always to the provisions of the Trusts Declaration of Trust and By-laws and the 1940 Act, and to the investment objectives, policies and restrictions applicable to the Fund (including, without limitation, the requirements of Subchapters L and M of the Internal Revenue Code of 1986, as amended) (the Code), as each of the same shall be from time to time in effect or set forth in the Funds Prospectus and Statement of Additional Information, as well as any other investment guidelines or policies the Board of Trustees or the Investment Adviser may from time to time establish and deliver in writing to the Subadviser. To carry out such determinations the Subadviser will exercise full discretion, subject to the preceding paragraph, and act for the Fund in the same manner and with the same force and effect as the Trust might or could do with respect to purchases, sales or other transactions, as well as with respect to all other things necessary or incidental to the furtherance or conduct of such purchases, sales or other transactions. Notwithstanding the foregoing, the Subadviser shall, upon written instructions from the Investment Adviser, effect such portfolio transactions for the Fund as the Investment Adviser may from time to time direct. Such instructions will be given in reasonable circumstances, including, without limitation, any termination of this Agreement. The Subadviser will also make its officers and employees available to meet with the officers of the Investment Adviser and the Trusts officers and Trustees at least quarterly on due notice to review the investments and investment program of the Fund in the light of current and prospective economic and market conditions. From time to time as the Board of Trustees of the Trust or the Investment Adviser may reasonably request, the Subadviser will furnish to the Investment Adviser and Trusts officers and to each of its Trustees, at the Subadvisers expense, reports on portfolio transactions and reports on issues of securities held if requested by the Fund, all for officers, employees or other Affiliated Persons (as defined in such detail as the Trust or the Investment Adviser may reasonably request. The Subadviser shall maintain all books and records required by Rule 31a-1 under Section 2(a)(3) of the 1940 Act and the rules, regulations and releases relating to its responsibilities provided hereunder with respect to the Fund, and shall preserve such records for the periods and in a manner prescribed by Rule 31a-2 under the 1940 Act. The Subadviser shall permit the Investment Adviser, the Funds officers and its independent public accountants to inspect and audit such records at reasonable times during normal business hours upon due notice. If any occasion should arise in which the Subadviser gives any advice to its clients concerning the shares thereto) of the FundAdvisor to serve without compensation from the Fund as directors, officers or employees of the Subadviser will act solely as investment counsel for Fund if duly elected to such clients and not in any way on behalf positions by the shareholders or directors of the Fund. The Subadvisers Advisor hereby acknowledges that all records necessary in the operation of the Fund, including records pertaining to its shareholders and investments, are the property of the Fund, and in the event that a transfer of management or investment advisory services to someone other than the Fund pursuant to this Agreement are not to be deemed to be exclusiveAdvisor should ever occur, the Advisor will promptly, and it is understood that at its own cost, take all steps necessary to segregate such records and deliver them to the Subadviser may render investment advice, management and other services to othersFund.

Investment Advisory and Management Services. The Investment Adviser ------------------------------------------- hereby appoints the Subadviser to serve as subadviser to the Fund and the Subadviser hereby accepts such appointment. Subject to the supervision of the Investment Adviser, Subadviser will regularly provide the Fund with investment advice and investment management services concerning the investments of the Fund. The Subadviser will determine what securities shall be purchased, held or sold by the Fund and what portion of the Funds Fund's assets shall be held uninvested in cash and cash equivalents, subject always to the provisions of the Trusts Trust's Declaration of Trust and By-laws and the 1940 Act, and to the investment objectives, policies and restrictions applicable to the Fund (including, without limitation, the requirements of Subchapters L and M of the Internal Revenue Code of 1986, as amended) (the "Code"), as each of the same shall be from time to time in effect or set forth in the Funds Fund's Prospectus and Statement of Additional Information, as well as any other investment guidelines or policies the Board of Trustees or the Investment Adviser may from time to time establish and deliver in writing to the Subadviser. To carry out such determinations the Subadviser will exercise full discretion, subject to the preceding paragraph, and act for the Fund in the same manner and with the same force and effect as the Trust might or could do with respect to purchases, sales or other transactions, as well as with respect to all other things necessary or incidental to the furtherance or conduct of such purchases, sales or other transactions. Notwithstanding the foregoing, the Subadviser shall, upon written instructions from the Investment Adviser, effect such portfolio transactions for the Fund as the Investment Adviser may from time to time direct. Such instructions will be given in reasonable circumstances, including, without limitation, any termination of this Agreement. The Subadviser will also make its officers and employees available to meet with the officers of the Investment Adviser and the Trusts Trust's officers and Trustees at least quarterly quarterly, on due notice to review the investments and investment program of the Fund in the light of current and prospective economic and market conditions. From time to time as the Board of Trustees of the Trust or the Investment Adviser may reasonably request, the Subadviser will furnish to the Investment Adviser and Trusts Trust's officers and to each of its Trustees, at the Subadvisers Subadviser's expense, reports on portfolio transactions and reports on issues of securities held by the Fund, all in such detail as the Trust or the Investment Adviser may reasonably request. The Subadviser shall maintain all books and records required by Rule 31a-1 under the 1940 Act relating to its responsibilities provided hereunder with respect to the Fund, and shall preserve such records for the periods and in a manner prescribed by Rule 31a-2 under the 1940 Act. The Subadviser shall permit the Investment Adviser, the Funds Fund's officers and its independent public accountants to inspect and audit such records at reasonable times during normal business hours upon due notice. If any occasion should arise in which the Subadviser gives any advice to its clients concerning the shares of the Fund, the Subadviser will act solely as investment counsel for such clients and not in any way on behalf of the Fund. The Subadvisers Subadviser's services to the Fund pursuant to this Agreement are not to be deemed to be exclusive, and it is understood that the Subadviser may render investment advice, management and other services to others.

Investment Advisory and Management Services. The Investment Adviser Fund hereby appoints engages Advisers, and Advisers hereby agrees to act, as investment adviser for, and to manage the Subadviser affairs, business and the investment of the assets of the Fund's Portfolios, which shall consist of Capital Appreciation Portfolio, High Yield Portfolio, Asset Allocation Portfolio, and any further Portfolios other than Government Total Return Portfolio from time to serve time created by the Board of Directors of the Fund. Each such Portfolio is herein individually referred to as subadviser a "Portfolio," and the Portfolios are herein collectively referred to as the "Portfolios." The investment of the assets of the Portfolio shall at all times be subject to the applicable provisions of the Articles of Incorporation, Bylaws, Registration Statement and current Prospectus and Statement of Additional Information of the Fund and shall conform to the policies and purposes of the Fund and the Subadviser hereby accepts such appointmentPortfolios as set forth in the Registration Statement and Prospectus and Statement of Additional Information as interpreted from time to time by the Board of Directors of the Fund. Subject Within the framework of the investment policies of the Portfolios, Advisers shall have the sole and exclusive responsibility for the management of the Portfolios and the making and execution of all investment decisions for the Portfolios. Advisers shall report to the supervision Board of Directors regularly at such times and in such detail as the Board may from time to time determine to be appropriate, in order to permit the Board to determine the adherence of Advisers to the investment policies of the Investment AdviserPortfolios. Advisers shall, Subadviser will regularly provide at its own expense, furnish the Fund with investment advice suitable office space, and investment management services concerning all necessary office facilities, equipment and personnel for servicing the investments of the Fund. The Subadviser will determine what securities Advisers shall be purchasedarrange, held or sold by the Fund and what portion of the Funds assets shall be held uninvested in cash and cash equivalents, subject always to the provisions of the Trusts Declaration of Trust and By-laws and the 1940 Act, and to the investment objectives, policies and restrictions applicable to the Fund (including, without limitation, the requirements of Subchapters L and M of the Internal Revenue Code of 1986, as amended) (the Code), as each of the same shall be from time to time in effect or set forth in the Funds Prospectus and Statement of Additional Information, as well as any other investment guidelines or policies the Board of Trustees or the Investment Adviser may from time to time establish and deliver in writing to the Subadviser. To carry out such determinations the Subadviser will exercise full discretion, subject to the preceding paragraph, and act for the Fund in the same manner and with the same force and effect as the Trust might or could do with respect to purchases, sales or other transactions, as well as with respect to all other things necessary or incidental to the furtherance or conduct of such purchases, sales or other transactions. Notwithstanding the foregoing, the Subadviser shall, upon written instructions from the Investment Adviser, effect such portfolio transactions for the Fund as the Investment Adviser may from time to time direct. Such instructions will be given in reasonable circumstances, including, without limitation, any termination of this Agreement. The Subadviser will also make its officers and employees available to meet with the officers of the Investment Adviser and the Trusts officers and Trustees at least quarterly on due notice to review the investments and investment program of the Fund in the light of current and prospective economic and market conditions. From time to time as the Board of Trustees of the Trust or the Investment Adviser may reasonably request, the Subadviser will furnish to the Investment Adviser and Trusts officers and to each of its Trustees, at the Subadvisers expense, reports on portfolio transactions and reports on issues of securities held if requested by the Fund, for officers, employees or other affiliates of Advisers to serve without compensation from the Fund as directors, officers, or employees of the Fund if duly elected to such positions by the shareholders or directors of the Fund. Advisers hereby acknowledges that all records necessary in such detail as the Trust or operation of the Investment Adviser may reasonably request. The Subadviser shall maintain all books Fund, including records pertaining to shareholders and records required by Rule 31a-1 under investments, are the 1940 Act relating to its responsibilities provided hereunder with respect to property of the Fund, and shall preserve in the event that a transfer of management or investment advisory services to someone other than Advisers should ever occur, Advisers will promptly, and at its own cost, take all steps necessary to segregate such records for the periods and in a manner prescribed by Rule 31a-2 under the 1940 Act. The Subadviser shall permit the Investment Adviser, the Funds officers and its independent public accountants deliver them to inspect and audit such records at reasonable times during normal business hours upon due notice. If any occasion should arise in which the Subadviser gives any advice to its clients concerning the shares of the Fund, the Subadviser will act solely as investment counsel for such clients and not in any way on behalf of the Fund. The Subadvisers services to the Fund pursuant to this Agreement are not to be deemed to be exclusive, and it is understood that the Subadviser may render investment advice, management and other services to others.

Investment Advisory and Management Services. The Subject to and in accordance with the provisions hereof, the Investment Adviser hereby appoints the Subadviser to serve as subadviser sub-investment adviser to perform the various investment advisory and other services for the Fund set forth herein and, subject to the Fund restrictions set forth herein, hereby delegates to the Subadviser the authority vested in the Investment Adviser pursuant to the Advisory Agreement to the extent necessary to enable the Subadviser to perform its obligations under this Agreement, and the Subadviser hereby accepts such appointment. Subject to the supervision and control of the Investment AdviserAdviser and the Board of Trustees, the Subadviser will regularly provide the Fund with investment advice and investment management services concerning the investments of the Fund. The Subadviser will determine what securities shall be purchased, held held, sold or sold reinvested by the Fund and what portion of the Funds Fund's assets shall be held uninvested in cash and cash equivalents, subject always to at all times to: (i) the provisions of the Trusts Trust's Declaration of Trust and By-laws and laws, (ii) the requirements of the 1940 Act, and to the rules and regulations thereunder, (iii) the investment objectives, policies and restrictions applicable to the Fund (including, without limitation, the requirements of Subchapters L and M provisions of the Internal Revenue Code of 1986, as amended) amended (the `Code') applicable to regulated investment companies), as each of the same shall be from time to time in effect or set forth in the Funds Fund's Prospectus and Statement of Additional Information, as well as and (iv) any other investment guidelines guidelines, policies or policies limitations the Board of Trustees or the Investment Adviser may from time to time establish and deliver in writing to the Subadviser. To carry out such determinations the Subadviser will exercise full discretion, subject to the preceding paragraph, and act for the Fund in the same manner and with the same force and effect as the Trust might or could do with respect to purchases, sales or other transactions, as well as with respect to all other things necessary or incidental to the furtherance or conduct of such purchases, sales or other transactions. Notwithstanding the foregoing, the Subadviser shall, upon written instructions from the Investment Adviser, effect such portfolio transactions for the Fund as the Investment Adviser may from time to time direct. Such instructions will be given in reasonable circumstances, including, without limitation, any termination of this Agreement. The Subadviser will also make its officers and employees available to meet with the officers of the Investment Adviser and the Trusts Trust's officers and Trustees at least quarterly on due notice to review the investments and investment program of the Fund in the light of current and prospective economic and market conditions. In addition, the Subadviser shall, on the Subadviser's own initiative, and as reasonably requested by the Investment Adviser, for itself and on behalf of the Fund, furnish to the Investment Adviser from time to time whatever information the Investment Adviser reasonably believes appropriate for this purpose. From time to time as the Board of Trustees of the Trust or the Investment Adviser may reasonably request, the Subadviser will furnish to the Investment Adviser and Trusts Trust's officers and to each of its Trustees, at the Subadvisers Subadviser's expense, reports on portfolio transactions and reports on issues issuers of securities held by the Fund, all in such detail as the Trust or the Investment Adviser may reasonably request. In addition, the Subadviser shall provide advice and assistance to the Investment Adviser as to the determination of the value of securities held or to be acquired by the Fund for valuation purposes in accordance with the process described in the Fund's current Prospectus or Statement of Additional Information. The Subadviser shall maintain all accounts, books and records as required by Rule 31a-1 under of an investment adviser of a registered investment company pursuant to the 1940 Act and the rules and regulations thereunder relating to its responsibilities provided hereunder with respect to the Fund, and shall preserve such records for the periods and in a manner prescribed by Rule 31a-2 under the 1940 ActAct and the rules and regulations thereunder. The Subadviser shall maintain and enforce adequate security procedures with respect to all materials, records, documents and data relating to any of its responsibilities pursuant to this Agreement including all means for the effecting of securities transactions. The Subadviser agrees that all such records are the property of the Trust, and will be surrendered to the Trust promptly upon request. The Subadviser shall permit the Investment Adviser, the Funds Fund's officers and its independent public accountants to inspect and audit such records pertaining to the Fund at reasonable times during normal business hours upon due notice. In the performance of its duties hereunder, the Subadviser is and shall be an independent contractor and, except as expressly provided for herein or otherwise expressly provided or authorized in writing by the Investment Adviser, shall have no authority to act for or represent any Fund or the Trust in any way or otherwise be deemed to be an agent of any Fund, the Trust or of the Investment Adviser. If any occasion should arise in which the Subadviser gives any advice to its clients concerning the shares of the Fund, the Subadviser will act solely as investment counsel for such clients and not in any way on behalf of the Fund. The Subadvisers Subadviser's services to the Fund pursuant to this Agreement are not to be deemed to be exclusive, and it is understood that the Subadviser may render investment advice, management and other services to others. Subject to and in accordance with the provisions hereof and any direction of the Board of Trustees, the Subadviser shall vote, pursuant to procedures set forth and described to the Trustees, all proxies solicited by or with respect to issuers of securities in which the assets of the Fund may be invested from time to time.

Investment Advisory and Management Services. The Investment Adviser hereby appoints the Subadviser to serve as subadviser to the Fund and the Subadviser hereby accepts such appointment. Subject to the supervision of the Investment Adviser, Subadviser will regularly provide the Fund with investment advice and investment management services concerning the investments of the Fund. The Subadviser will determine what securities or instruments shall be purchased, held or sold by the Fund and what portion of the Funds Fund’s assets shall be held uninvested in cash and cash equivalents, subject always to the provisions of the Trusts Trust’s Declaration of Trust and By-laws and the 1940 Act, and to the investment objectives, policies and restrictions applicable to the Fund (including, without limitation, the requirements of Subchapters L Sections 817(h) and M 851(b)(3) of the Internal Revenue Code of 1986, as amended) (the “Code”), as each of the same shall be from time to time in effect or set forth in the Funds Fund’s Prospectus and Statement of Additional Information, as well as any other investment guidelines or policies the Trust’s Board of Trustees (the “Board” or “Trustees”) or the Investment Adviser may from time to time establish and deliver in writing to the Subadviser. To carry out such determinations The Subadviser may, as permitted by rule, regulation or position of the staff of the Securities and Exchange Commission, utilize the personnel of its foreign affiliates in providing services under this Agreement, provided that Subadviser remains solely responsible for the provision of services under this Agreement. The Subadviser will exercise full discretiondiscretion with respect to the investment and reinvestment of the assets of the Fund, subject to the preceding paragraph, and act for the Fund in the same manner and with the same force and effect as the Trust might or could do with respect to purchases, sales or other transactions, as well as with respect to all other things necessary or incidental to the furtherance or conduct of such purchases, sales or other transactions. Notwithstanding the foregoing, the Subadviser shall, upon written instructions from the Investment Adviser, effect such portfolio transactions for the Fund as the Investment Adviser may from time to time reasonably direct. Such instructions will be given in reasonable circumstances, including, without limitation, any termination of this Agreement. The Subadviser will also make its officers and employees available to meet with the officers of the Investment Adviser and the Trusts Trust’s officers and Trustees at least quarterly on due notice to review the investments and investment program of the Fund in the light of current and prospective economic and market conditions. From time to time as the Board of Trustees of the Trust or the Investment Adviser may reasonably request, the Subadviser will furnish to the Investment Adviser and Trusts Trust’s officers and to each of its Trustees, at the Subadvisers Subadviser’s expense, reports on portfolio transactions and reports on issues of securities or instruments held by the Fund, all in such detail as the Trust or the Investment Adviser may reasonably request. The Subadviser shall provide reasonable assistance to the Investment Adviser as to the determination of the fair value of certain investments where market quotations are not readily available for purposes of calculating net asset value of the Fund in accordance with valuation procedures and methods established by the Trust. In addition, the Subadviser will provide a quarterly certification, in the form provided by the Investment Adviser from time to time, that the Subadviser has managed the Fund in accordance with the provisions of this Agreement. The Subadviser acknowledges and agrees that the Investment Adviser may, in its discretion, provide such quarterly compliance certifications to the Board. The Subadviser shall also, upon the reasonable request of the Investment Adviser, provide the officers of the Fund with supporting certifications in connection with such certifications of the Fund’s financial statements and disclosure controls pursuant to the Sxxxxxxx-Xxxxx Act. The Subadviser will cooperate with and provide reasonable assistance to the Investment Adviser, the Fund’s custodian and foreign custodians, transfer agent and all other agents and representatives of the Trust and the Investment Adviser, keep all such persons fully informed as to such matters as they may reasonably deem necessary to the performance of their obligations to the Trust, on behalf of the Fund, and the Investment Adviser, provide prompt responses to reasonable requests made by such persons and maintain any appropriate interaction with each to promote the exchange of information. Unless and until otherwise directed in writing by the Investment Adviser or the Trust’s officers or Board, the Subadviser will be responsible for voting all proxies, including taking action with respect to corporate action elections for proxies and corporate actions communicated by the Fund or its agents to the Subadviser, with respect to the securities held by the Fund. The Subadviser shall not be responsible for filing proofs of claim or otherwise participating in class action lawsuits with respect to securities held by the Fund. The Subadviser shall maintain all books and records required by Rule 31a-1 under the 1940 Act relating to its responsibilities provided hereunder with respect to the Fund, and shall preserve such records for the periods and in a manner prescribed by Rule 31a-2 under the 1940 Act. The Subadviser shall permit the Investment Adviser, the Funds Fund’s officers and its independent public accountants to inspect and audit such records at reasonable times during normal business hours upon due notice. If any occasion should arise in which the Subadviser gives any advice to its clients concerning the shares of the Fund, the Subadviser will act solely as investment counsel for such clients and not in any way on behalf of the Fund. The Subadvisers Subadviser’s services to the Fund pursuant to this Agreement are not to be deemed to be exclusive, and it is understood that the Subadviser may render investment advice, management and other services to others. The Subadviser is prohibited from consulting with any other subadviser to any other series of the Trust concerning the Fund’s transactions in securities or other assets, except for the purpose of complying with the conditions of Rule 12d3-1(a) and (b) under the 1940 Act.

Investment Advisory and Management Services. The Subject to and in accordance with the provisions hereof, the Investment Adviser hereby appoints the Subadviser to serve as subadviser sub-investment adviser to perform the various investment advisory and other services for the Fund set forth herein and, subject to the Fund restrictions set forth herein, hereby delegates to the Subadviser the authority vested in the Investment Adviser pursuant to the Advisory Agreement to the extent necessary to enable the Subadviser to perform its obligations under this Agreement, and the Subadviser hereby accepts such appointment. Subject to the supervision and control of the Investment AdviserAdviser and the Board of Trustees, the Subadviser will regularly provide the Fund with investment advice and investment management services concerning the investments of the Fund. The Subadviser will determine what securities shall be purchased, held held, sold or sold reinvested by the Fund and what portion of the Funds Fund's assets shall be held uninvested in cash and cash equivalents, subject always to at all times to: (i) the provisions of the Trusts Trust's Declaration of Trust and By-laws and laws, (ii) the requirements of the 1940 Act, and to the rules and regulations thereunder, (iii) the investment objectives, policies and restrictions applicable to the Fund (including, without limitation, the requirements of Subchapters L and M provisions of the Internal Revenue Code of 1986, as amended) amended (the `Code') applicable to regulated investment companies), as each of the same shall be from time to time in effect or set forth in the Funds Fund's Prospectus and Statement of Additional Information, as well as and (iv) any other investment guidelines guidelines, policies or policies limitations the Board of Trustees or the Investment Adviser may from time to time establish and deliver in writing to the Subadviser. To carry out such determinations the Subadviser will exercise full discretion, discretion subject to the preceding paragraph, and act for the Fund in the same manner and with the same force and effect as the Trust might or could do with respect to purchases, sales or other transactions, as well as with respect to all other things necessary or incidental to the furtherance or conduct of such purchases, sales or other transactions. Notwithstanding the foregoing, the Subadviser shall, upon written instructions from the Investment Adviser, effect such portfolio transactions for the Fund as the Investment Adviser may from time to time direct. Such instructions will be given in reasonable circumstances, including, without limitation, any termination of this Agreement. The Subadviser will also make its officers and employees available to meet with the officers of the Investment Adviser and the Trusts Trust's officers and Trustees at least quarterly on due notice to review the investments and investment program of the Fund in the light of current and prospective economic and market conditions. In addition, the Subadviser shall, on the Subadviser's own initiative, and as reasonably requested by the Investment Adviser, for itself and on behalf of the Fund, furnish to the Investment Adviser from time to time whatever information the Investment Adviser reasonably believes appropriate for this purpose. From time to time as the Board of Trustees of the Trust or the Investment Adviser may reasonably request, the Subadviser will furnish to the Investment Adviser and Trusts Trust's officers and to each of its Trustees, at the Subadvisers Subadviser's expense, reports on portfolio transactions and reports on issues issuers of securities held by the Fund, all in such detail as the Trust or the Investment Adviser may reasonably request. In addition, the Subadviser shall provide advice and assistance to the Investment Adviser as to the determination of the value of securities held or to be acquired by the Fund for valuation purposes in accordance with the process described in the Fund's current Prospectus or Statement of Additional Information. The Subadviser shall maintain all accounts, books and records as required by Rule 31a-1 under of an investment adviser of a registered investment company pursuant to the 1940 Act and the rules and regulations thereunder relating to its responsibilities provided hereunder with respect to the Fund, and shall preserve such records for the periods and in a manner prescribed by Rule 31a-2 under the 1940 ActAct and the rules and regulations thereunder. The Subadviser shall maintain and enforce adequate security procedures with respect to all materials, records, documents and data relating to any of its responsibilities pursuant to this Agreement including all means for the effecting of securities transactions. The Subadviser agrees that all such records are the property of the Trust, and will be surrendered to the Trust promptly upon request. The Subadviser shall permit the Investment Adviser, the Funds Fund's officers and its independent public accountants to inspect and audit such records pertaining to the Fund at reasonable times during normal business hours upon due notice. In the performance of its duties hereunder, the Subadviser is and shall be an independent contractor and, except as expressly provided for herein or otherwise expressly provided or authorized in writing by the Investment Adviser, shall have no authority to act for or represent any Fund or the Trust in any way or otherwise be deemed to be an agent of any Fund, the Trust or of the Investment Adviser. If any occasion should arise in which the Subadviser gives any advice to its clients concerning the shares of the Fund, the Subadviser will act solely as investment counsel for such clients and not in any way on behalf of the Fund. The Subadvisers Subadviser's services to the Fund pursuant to this Agreement are not to be deemed to be exclusive, and it is understood that the Subadviser may render investment advice, management and other services to others. Subject to and in accordance with the provisions hereof and any direction of the Board of Trustees, the Subadviser shall vote, pursuant to procedures set forth and described to the Trustees, all proxies solicited by or with respect to issuers of securities in which the assets of the Fund may be invested from time to time.

Investment Advisory and Management Services. The Investment Adviser Fund hereby appoints engages Advisers, and Advisers hereby agrees to act, as investment adviser for, and to manage the Subadviser to serve as subadviser to the Fund affairs, business and the Subadviser hereby accepts such appointment. Subject to the supervision investment of the Investment Adviser, Subadviser will regularly provide the Fund with investment advice and investment management services concerning the investments assets of the Fund's Minnesota Portfolio. The Subadviser will determine what securities shall be purchased, held or sold by Such Portfolio is herein referred to as the "Portfolio" and other Portfolios of the Fund and what portion of the Funds assets shall be held uninvested in cash and cash equivalents, subject always to the provisions of the Trusts Declaration of Trust and By-laws and the 1940 Act, and to the investment objectives, policies and restrictions applicable to the Fund (including, without limitation, the requirements of Subchapters L and M of the Internal Revenue Code of 1986, as amended) (the Code), as each of the same shall be from time to time in effect or set forth in created by the Funds Board of Directors of the Fund are herein collectively referred to as the "Portfolios." The investment of the assets of the Portfolio shall at all times be subject to the applicable provisions of the Articles of Incorporation, Bylaws, Registration Statement and current Prospectus and Statement of Additional Information, Information of the Fund and shall conform to the policies and purposes of the Fund and the Portfolio as well set forth in the Registration Statement and Prospectus and Statement of Additional Information and as any other investment guidelines or policies interpreted from time to time by the Board of Trustees or Directors of the Investment Adviser Fund. Within the framework of the investment policies of the Portfolio, Advisers shall have the sole and exclusive responsibility for the management of the Portfolio and the making and execution of all investment decisions for the Portfolio. Advisers shall report to the Board of Directors regularly at such times and in such detail as the Board may from time to time establish and deliver determine to be appropriate, in writing order to permit the Board to determine the adherence of Advisers to the Subadviserinvestment policies of the Portfolio. To carry out such determinations Advisers shall, at its own expense, furnish the Subadviser will exercise full discretion, subject to the preceding paragraphFund suitable office space, and act all necessary office facilities, equipment and personnel for servicing the Fund in the same manner and with the same force and effect as the Trust might or could do with respect to purchases, sales or other transactions, as well as with respect to all other things necessary or incidental to the furtherance or conduct of such purchases, sales or other transactions. Notwithstanding the foregoing, the Subadviser shall, upon written instructions from the Investment Adviser, effect such portfolio transactions for the Fund as the Investment Adviser may from time to time direct. Such instructions will be given in reasonable circumstances, including, without limitation, any termination of this Agreement. The Subadviser will also make its officers and employees available to meet with the officers investments of the Investment Adviser and the Trusts officers and Trustees at least quarterly on due notice to review the investments and investment program of the Fund in the light of current and prospective economic and market conditionsPortfolio. From time to time as the Board of Trustees of the Trust or the Investment Adviser may reasonably requestAdvisers shall arrange, the Subadviser will furnish to the Investment Adviser and Trusts officers and to each of its Trustees, at the Subadvisers expense, reports on portfolio transactions and reports on issues of securities held if requested by the Fund, for officers, employees, or other affiliates of Advisers to serve without compensation from the Fund as directors, officers, or employees of the Fund if duly elected to such positions by the shareholders or directors of the Fund. Advisers hereby acknowledges that all records necessary in such detail as the Trust or operation of the Investment Adviser may reasonably request. The Subadviser shall maintain all books and Fund, including records required by Rule 31a-1 under the 1940 Act relating pertaining to its responsibilities provided hereunder with respect to shareholders and investments, are the property of the Fund, and shall preserve in the event that a transfer of management or investment advisory services to someone other than Advisers should ever occur, Advisers will promptly, and at its own cost, take all steps necessary to segregate such records for the periods and in a manner prescribed by Rule 31a-2 under the 1940 Act. The Subadviser shall permit the Investment Adviser, the Funds officers and its independent public accountants deliver them to inspect and audit such records at reasonable times during normal business hours upon due notice. If any occasion should arise in which the Subadviser gives any advice to its clients concerning the shares of the Fund, the Subadviser will act solely as investment counsel for such clients and not in any way on behalf of the Fund. The Subadvisers services to the Fund pursuant to this Agreement are not to be deemed to be exclusive, and it is understood that the Subadviser may render investment advice, management and other services to others.

Investment Advisory and Management Services. The Investment Adviser hereby appoints the Subadviser to serve as subadviser to the Fund and the Subadviser hereby accepts such appointment. Subject to the supervision of the Investment Adviser, Subadviser will regularly provide the Fund with investment advice and investment management services concerning the investments of the Fund. The Subadviser will determine what securities shall be purchased, held or sold by the Fund and what portion of the Funds Fund's assets shall be held uninvested in cash and cash equivalents, subject always to the provisions of the Trusts Trust’s Declaration of Trust and By-laws and the 1940 Act, and to the investment objectives, policies and restrictions applicable to the Fund (including, without limitation, the requirements of Subchapters L and M of the Internal Revenue Code of 1986, as amended) (the "Code"), as each of the same shall be from time to time in effect or set forth in the Funds Fund’s Prospectus and Statement of Additional Information, as well as any other investment guidelines or policies the Trust’s Board of Trustees (the “Board” or “Trustees”) or the Investment Adviser may from time to time establish and deliver in writing to the Subadviser. To carry out such determinations the Subadviser will exercise full discretion, subject to the preceding paragraph, and act for the Fund in the same manner and with the same force and effect as the Trust might or could do with respect to purchases, sales or other transactions, as well as with respect to all other things necessary or incidental to the furtherance or conduct of such purchases, sales or other transactions. Notwithstanding the foregoing, the Subadviser shall, upon written instructions from the Investment Adviser, effect such portfolio transactions for the Fund as the Investment Adviser may from time to time direct. Such instructions will be given in reasonable circumstances, including, without limitation, any termination of this Agreement. The Subadviser will also make its officers and employees available to meet with the officers of the Investment Adviser and the Trusts Trust’s officers and Trustees at least quarterly on due notice to review the investments and investment program of the Fund in the light of current and prospective economic and market conditions. From time to time as the Board of Trustees of the Trust or the Investment Adviser may reasonably request, the Subadviser will furnish to the Investment Adviser and Trusts Trust’s officers and to each of its Trustees, at the Subadvisers Subadviser's expense, reports on portfolio transactions and reports on issues of securities held by the Fund, all in such detail as the Trust or the Investment Adviser may reasonably request. The Subadviser will keep the Trust’s officers and the Investment Adviser informed of developments materially affecting the Fund’s holdings, and will, on its own initiative, furnish the Trust’s officers and the Investment Adviser from time to time with such information. The Subadviser agrees to immediately notify the Investment Adviser if the Subadviser believes that the market quotations are not readily available for any security held by the Fund or if the market price does not reflect the security’s fair value. In such instances, the Subadviser will provide assistance to the Investment Adviser, the Trust’s valuation committee and the Fund’s pricing agent in making determinations of the fair value of such portfolio securities in accordance with the Trust’s valuation procedures. In addition, the Subadviser will provide a quarterly certification, in the form provided by the Investment Adviser from time to time, that the Subadviser has managed the Fund in accordance with the provisions of this Agreement. The Subadviser acknowledges and agrees that the Investment Adviser may, in its discretion, provide such quarterly compliance certifications to the Board. The Subadviser agrees to correct promptly any failure on its part and to take any action that the Investment Adviser may reasonably request in connection with any breach of this Agreement. The Subadviser shall also provide the officers of the Fund with supporting certifications in connection with such certifications of the Fund’s financial statements and disclosure controls pursuant to the Sxxxxxxx-Xxxxx Act. The Subadviser will cooperate with and provide reasonable assistance to the Investment Adviser, the Fund’s custodian and foreign custodians, transfer agent and all other agents and representatives of the Trust and the Investment Adviser, keep all such persons fully informed as to such matters as they may reasonably deem necessary to the performance of their obligations to the Trust, on behalf of the Fund, and the Investment Adviser, provide prompt responses to reasonable requests made by such persons and maintain any appropriate interaction with each to promote the exchange of information. Unless and until otherwise directed in writing by the Investment Adviser or the Trust’s officers or Board, the Subadviser will be responsible for voting all proxies, including taking action with respect to corporate action elections for proxies and corporate actions communicated by the Fund or its agents to the Subadviser, with respect to the securities held by the Fund. The Subadviser shall notify the Investment Adviser and the Trust of any suit to which the Trust could become a party, or any claim that the Trust might assert, relating to securities then held or previously held by the Fund if the Subadviser becomes aware of such claim or suit while serving as the Subadviser to the Fund. If the Trust determines that the Fund will participate, at the expense of the Trust or the Fund, in any such suit or claim relating to securities then held or previously held by the Fund, then the Trust may request that the Subadviser, at the expense of the Trust, assist the Trust’s officers, employees, or agents to assemble and file such information, and take such steps as may be necessary to pursue any such claim. The Subadviser shall maintain all books and records required by Rule 31a-1 under the 1940 Act relating to its responsibilities provided hereunder with respect to the Fund, and shall preserve such records for the periods and in a manner prescribed by Rule 31a-2 under the 1940 Act. The Subadviser shall permit the Investment Adviser, the Funds Fund's officers and its independent public accountants to inspect and audit such records at reasonable times during normal business hours upon due notice. If any occasion should arise in which the Subadviser gives any advice to its clients concerning the shares of the Fund, the Subadviser will act solely as investment counsel for such clients and not in any way on behalf of the Fund. The Subadvisers Subadviser's services to the Fund pursuant to this Agreement are not to be deemed to be exclusive, and it is understood that the Subadviser may render investment advice, management and other services to others. The Subadviser is prohibited from consulting with any other subadviser to any other series of the Trust concerning the Fund’s transactions in securities or other assets, except for the purpose of complying with the conditions of Rule 12d3-1(a) and (b) under the 1940 Act.

Investment Advisory and Management Services. The Investment Adviser hereby appoints the Subadviser to serve as subadviser to the Fund and the Subadviser hereby accepts such appointment. Subject to the supervision of the Investment Adviser, Subadviser will regularly provide the Fund with investment advice and investment management services concerning the investments of the Fund. The Subadviser will determine what securities shall be purchased, held or sold by the Fund and what portion of the Funds Fund's assets shall be held uninvested in cash and cash equivalents, subject always to the provisions of the Trusts Trust’s Declaration of Trust and By-laws and the 1940 Act, and to the investment objectives, policies and restrictions applicable to the Fund (including, without limitation, the requirements of Subchapters L and M of the Internal Revenue Code of 1986, as amended) (the "Code"), as each of the same shall be from time to time in effect or set forth in the Funds Fund’s Prospectus and Statement of Additional Information, as well as any other investment guidelines or policies the Trust’s Board of Trustees (the “Board” or “Trustees”) or the Investment Adviser may from time to time establish and deliver in writing to the Subadviser. To carry out such determinations the Subadviser will exercise full discretion, subject to the preceding paragraph, and act for the Fund in the same manner and with the same force and effect as the Trust might or could do with respect to purchases, sales or other transactions, as well as with respect to all other things necessary or incidental to the furtherance or conduct of such purchases, sales or other transactions. Notwithstanding the foregoing, the Subadviser shall, upon written instructions from the Investment Adviser, effect such portfolio transactions for the Fund as the Investment Adviser may from time to time direct. Such instructions will be given in reasonable circumstances, including, without limitation, any termination of this Agreement. The Subadviser will also make its officers and employees available to meet with the officers of the Investment Adviser and the Trusts Trust’s officers and Trustees at least quarterly on due notice to review the investments and investment program of the Fund in the light of current and prospective economic and market conditions. From time to time as the Board of Trustees of the Trust or the Investment Adviser may reasonably request, the Subadviser will furnish to the Investment Adviser and Trusts Trust’s officers and to each of its Trustees, at the Subadvisers Subadviser's expense, reports on portfolio transactions and reports on issues of securities held by the Fund, all in such detail as the Trust or the Investment Adviser may reasonably request. The Subadviser will keep the Trust’s officers and the Investment Adviser informed of developments materially affecting the Fund’s portfolio, and will, on its own initiative, furnish the Trust’s officers and the Investment Adviser from time to time with such information. The Subadviser agrees to immediately notify the Investment Adviser if the Subadviser believes that the market quotations are not readily available for any security held by the Fund or if the Subadviser believes that the market price does not reflect the security’s fair value. The Investment Adviser acknowledges and agrees that the Subadviser is not a pricing agent for the Fund, and is not responsible for making fair value determinations for any security held by the Fund. In instances where a fair value determination is necessary, the Subadviser will provide assistance to the Investment Adviser, the Trust’s valuation committee and the Fund’s pricing agent in making recommendations as to the fair value of the Fund’s relevant portfolio securities in accordance with the Trust’s valuation procedures. In addition, the Subadviser will provide a quarterly certification, in the form provided by the Investment Adviser from time to time, that the Subadviser has managed the Fund in accordance with the provisions of this Agreement. The Subadviser acknowledges and agrees that the Investment Adviser may, in its discretion, provide such quarterly compliance certifications to the Board. The Subadviser agrees to correct promptly any failure on its part and to take any action that the Investment Adviser may reasonably request in connection with any breach of this Agreement. The Subadviser shall also provide the officers of the Fund with supporting certifications in connection with such certifications of the Fund’s financial statements and disclosure controls pursuant to the Sxxxxxxx-Xxxxx Act. The Subadviser will cooperate with and provide reasonable assistance to the Investment Adviser, the Fund’s custodian and foreign custodians, transfer agent and all other agents and representatives of the Trust and the Investment Adviser, keep all such persons fully informed as to such matters as they may reasonably deem necessary to the performance of their obligations to the Trust, on behalf of the Fund, and the Investment Adviser, provide prompt responses to reasonable requests made by such persons and maintain any appropriate interaction with each to promote the exchange of information. Unless and until otherwise directed in writing by the Investment Adviser or the Trust’s officers or Board, the Subadviser will be responsible for voting all proxies, including taking action with respect to corporate action elections for proxies and corporate actions communicated by the Fund or its agents to the Subadviser, with respect to the securities held by the Fund as of the relevant record date. The Subadviser may at, its sole expense engage or associate itself with other persons, including affiliates, to assist it in the execution or performance of its obligations under this Agreement. Notwithstanding the assistance of such other persons, the Subadviser shall remain liable for the performance of its obligations under this Agreement, and for the acts and omissions of such persons to the same extent it would be responsible for its own acts and omissions under this Agreement. Unless and until otherwise directed in writing by the Investment Adviser or the Trust’s officers or Board, the Subadviser shall prepare and file in consultation with the Investment Adviser or the Trust’s officers proofs of claim and other documentation on behalf of the Fund as necessary to permit the Fund to participate in securities class action suits relating to securities purchased or sold for the Fund by the Subadviser. In filing proofs of claims and other documentation for the Fund in consultation with the Adviser and Trust officers, the Subadviser shall not render, and will not be deemed, to render legal advice as to whether participation in the class action suit or settlement is preferable to initiation of a separate lawsuit. The Subadviser shall maintain all books and records required by Rule 31a-1 under the 1940 Act relating to its responsibilities provided hereunder with respect to the Fund, and shall preserve such records for the periods and in a manner prescribed by Rule 31a-2 under the 1940 Act. The Subadviser shall permit the Investment Adviser, the Funds Fund's officers and its independent public accountants to inspect and audit such records at reasonable times during normal business hours upon due noticenotice or provide copies of such records upon reasonable request. If any occasion should arise in which the Subadviser gives any advice to its clients concerning the shares of the Fund, the Subadviser will act solely as investment counsel for such clients and not in any way on behalf of the Fund. The Subadvisers Subadviser's services to the Fund pursuant to this Agreement are not to be deemed to be exclusive, and it is understood that the Subadviser may render investment advice, management and other services to others. The Subadviser is prohibited from consulting with any other subadviser to any other series of the Trust concerning the Fund’s transactions in securities or other assets, except for the purpose of complying with the conditions of Rule 12d3-1(a) and (b) under the 1940 Act.

Investment Advisory and Management Services. The Investment Adviser hereby appoints the Subadviser Sub-adviser to serve as a subadviser to the Fund Funds or, where the Funds have multiple subadvisers (as determined by the Investment Adviser from time to time), a discrete portion of the Funds and the Subadviser Sub-adviser hereby accepts such appointment. References to “Funds” herein include a discrete portion of the Funds, as applicable. Subject to the supervision of the Investment Adviser, Subadviser Sub-adviser will regularly provide the Fund Funds with investment advice and investment management services concerning the investments of the FundFunds. The Subadviser Sub-adviser will determine what securities or instruments shall be purchased, held or sold by the Fund Funds and what portion of the Funds each Fund’s assets shall be held uninvested in cash and cash equivalents, subject always to the provisions of the Trusts Trust’s Declaration of Trust and By-laws and the 1940 Act, and to the investment objectives, policies and restrictions applicable to the Fund Funds (including, without limitation, the requirements of Subchapters L Sections 817(h) and M 851(b)(3) of the Internal Revenue Code of 1986, as amendedamended based solely on information provided by the fund’s administrator, custodian or other service providers) (the "Code"), as each of the same shall be from time to time in effect or set forth in the Funds Funds’ Prospectus and Statement of Additional Information, as well as any other investment guidelines or policies the Trust’s Board of Trustees (the “Board” or “Trustees”) or the Investment Adviser may from time to time establish and deliver in writing to the SubadviserSub-adviser prior to the effective date thereof. To carry out such determinations The Investment Adviser acknowledges that the Subadviser Sub-adviser is not the tax agent for the Funds. The Sub-adviser may, as permitted by rule, regulation or position of the staff of the Securities and Exchange Commission, utilize the personnel of its affiliates including foreign affiliates in providing services under this Agreement, provided that Sub-Adviser remains solely responsible for the provision of services under this Agreement. The Sub-adviser will exercise full discretiondiscretion with respect to the investment and reinvestment of the assets of the Funds, subject to the preceding paragraph, and act for the Fund Funds in the same manner and with the same force and effect as the Trust might or could do with respect to purchases, sales or other transactions, as well as with respect to all other things necessary or incidental to the furtherance or conduct of such purchases, sales or other transactions. Notwithstanding the foregoing, the Subadviser Sub-adviser shall, upon written instructions from the Investment Adviser, effect such portfolio transactions for the Fund Funds as the Investment Adviser may from time to time reasonably direct. Such instructions will be given in reasonable circumstances, including, without limitation, any termination of this Agreement. The Subadviser Sub-adviser will also make its officers and employees available to meet with the officers of the Investment Adviser and the Trusts Trust’s officers and Trustees at least quarterly on due notice to review the investments and investment program of the Fund Funds in the light of current and prospective economic and market conditions. From time to time as the Board of Trustees of the Trust or the Investment Adviser may reasonably request, the Subadviser Sub-adviser will furnish to the Investment Adviser and Trusts Trust’s officers and to each of its Trustees, at the Subadvisers Sub-adviser's expense, reports on portfolio transactions and reports on issues of securities or instruments held by the FundFunds, all in such detail as the Trust or the Investment Adviser may reasonably request. The Subadviser Sub-Adviser shall provide reasonable assistance to the Investment Adviser as to the determination of the fair value of certain investments where market quotations are not readily available for purposes of calculating net asset value of the Funds in accordance with valuation procedures and methods established by the Trust provided that the Sub-adviser shall not be deemed to be the valuation agent for the Funds. In addition, the Sub-adviser will not be liable for any loss arising out of any assistance provided by the Sub-adviser to the Investment Adviser in relation to the determination of the fair value of certain investments. In addition, the Sub-adviser will provide a quarterly certification, in the form provided by the Investment Adviser from time to time, that the Sub-adviser has managed the Funds in accordance with the provisions of this Agreement. The Sub-adviser acknowledges and agrees that the Investment Adviser may, in its discretion, provide such quarterly compliance certifications to the Board. The Sub-adviser shall also, upon the reasonable request of the Investment Adviser, provide the officers of the Funds with supporting certifications in connection with such certifications of the Funds’ financial statements and disclosure controls pursuant to the Xxxxxxxx-Xxxxx Act. The Sub-adviser will cooperate with and provide reasonable assistance to the Investment Adviser, the Funds’ custodian and foreign custodians, transfer agent and all other agents and representatives of the Trust and the Investment Adviser, will endeavor to keep all such persons fully informed as to such matters as they may reasonably deem necessary to the performance of their obligations to the Trust, on behalf of the Funds, and the Investment Adviser, provide responses as soon as reasonably practicable to reasonable requests made by such persons and maintain any appropriate interaction with each to promote the exchange of information. Unless and until otherwise directed in writing by the Investment Adviser or the Trust’s officers or Board, the Sub-adviser will be responsible for voting all proxies, including taking action with respect to corporate action elections for proxies and corporate actions communicated by the Funds or its agents to the Sub-adviser, with respect to the securities held by the Funds. The Sub-adviser shall not be responsible for filing proofs of claim or otherwise participating in class action lawsuits with respect to securities held by the Funds. The Sub-adviser shall maintain all books and records required by Rule 31a-1 under the 1940 Act relating to its responsibilities provided hereunder with respect to the FundFunds, and shall preserve such records for the periods and in a manner prescribed by Rule 31a-2 under the 1940 Act. The Subadviser Sub-adviser shall permit the Investment Adviser, the Funds Funds' officers and its independent public accountants to inspect and audit such records at reasonable times during normal business hours upon due notice. If any occasion should arise in which the Subadviser Sub-adviser gives any advice to its clients concerning the shares of the FundFunds, the Subadviser Sub-adviser will act solely as investment counsel for such clients and not in any way on behalf of the FundFunds. The Subadvisers Sub-adviser's services to the Fund Funds pursuant to this Agreement are not to be deemed to be exclusive, and it is understood that the Subadviser Sub-adviser may render investment advice, management and other services to others. The Sub-adviser is prohibited from consulting with any other subadviser to the Funds or any other subadviser to any other series of the Trust concerning the Funds’ transactions in securities or other assets, except for the purpose of complying with the conditions of Rule 12d3-1(a) and (b) under the 1940 Act.

Investment Advisory and Management Services. The Investment Adviser hereby appoints the Subadviser to serve as subadviser to the Fund and the Subadviser hereby accepts such appointment. Subject to the supervision of the Investment Adviser, Subadviser will regularly provide the Fund with investment advice and investment management services concerning the investments of the Fund. The Subadviser will determine what securities shall be purchased, held or sold by the Fund and what portion of the Funds Fund’s assets shall be held uninvested in cash and cash equivalents, subject always to the provisions of the Trusts Trust’s Declaration of Trust and By-laws and the 1940 Act, and to the investment objectives, policies and restrictions applicable to the Fund (including, without limitation, the requirements of Subchapters L and M of the Internal Revenue Code of 1986, as amended) (the “Code”), as each of the same shall be from time to time in effect or set forth in the Funds Fund’s Prospectus and Statement of Additional Information, as well as any other investment guidelines or policies the Trust’s Board of Trustees (the “Board” or “Trustees”) or the Investment Adviser may from time to time establish and deliver in writing to the Subadviser. To carry out such determinations the Subadviser will exercise full discretion, subject to the preceding paragraph, and act for the Fund in the same manner and with the same force and effect as the Trust might or could do with respect to purchases, sales or other transactions, as well as with respect to all other things necessary or incidental to the furtherance or conduct of such purchases, sales or other transactions. Subadviser is authorized on behalf of the Fund to enter into agreements and execute any documents required to make investments pursuant to the Prospectus and Statement of Additional Information or other investment guidelines or policies established by the Board or Investment Adviser. Notwithstanding the foregoing, the Subadviser shall, upon written instructions from the Investment Adviser, effect such portfolio transactions for the Fund as the Investment Adviser may from time to time direct. Such instructions will be given in reasonable circumstances, including, without limitation, any termination of this Agreement. If the custodian enters into securities lending transactions on behalf of the Fund, the Fund or the custodian shall be responsible for ensuring that the securities or other assets in the Fund are available for sale at all times. The Subadviser shall not be liable for any loss resulting from the Subadviser’s inability to sell a security that is not available in the Fund for settlement as a result of such securities lending transactions A representative of the Subadviser will also make its officers and employees available to meet with the officers of the Investment Adviser and the Trusts Trust’s officers and Trustees at least quarterly on due notice to review the investments and investment program of the Fund in the light of current and prospective economic and market conditions. From time to time as the Board of Trustees of the Trust or the Investment Adviser may reasonably request, the Subadviser will furnish to the Investment Adviser and Trusts Trust’s officers and to each of its Trustees, at the Subadvisers Subadviser’s expense, reports on portfolio transactions and reports on issues of securities held by the Fund, all in such detail as the Trust or the Investment Adviser may reasonably request. The Subadviser will keep the Trust’s officers and the Investment Adviser informed of developments materially affecting the Fund’s holdings, and will, on its own initiative, furnish the Trust’s officers and the Investment Adviser from time to time with such information. The Subadviser agrees to promptly notify the Investment Adviser if the Subadviser believes that the market quotations are not readily available for any security held by the Fund or if the market price does not reflect the security’s fair value. In such instances, the Subadviser will provide assistance to the Investment Adviser, the Trust’s valuation committee and the Fund’s pricing agent in making determinations of the fair value of such portfolio securities in accordance with the Trust’s valuation procedures. In addition, the Subadviser will provide a quarterly certification, in the form provided by the Investment Adviser from time to time, that the Subadviser has managed the Fund in accordance with the provisions of this Agreement. The Subadviser acknowledges and agrees that the Investment Adviser may, in its discretion, provide such quarterly compliance certifications to the Board. The Subadviser agrees to correct promptly any failure on its part and to take any action that the Investment Adviser may reasonably request in connection with any breach of this Agreement. The Subadviser shall also provide the officers of the Fund with supporting certifications in connection with such certifications of the Fund’s financial statements and disclosure controls pursuant to the Xxxxxxxx-Xxxxx Act. The Subadviser will cooperate with and provide reasonable assistance to the Investment Adviser, the Fund’s custodian and foreign custodians, transfer agent and all other agents and representatives of the Trust and the Investment Adviser, keep all such persons fully informed as to such matters as they may reasonably deem necessary to the performance of their obligations to the Trust, on behalf of the Fund, and the Investment Adviser, provide prompt responses to reasonable requests made by such persons and maintain any appropriate interaction with each to promote the exchange of information. Unless and until otherwise directed in writing by the Investment Adviser or the Trust’s officers or Board, the Subadviser will be responsible for voting all proxies, including taking action with respect to corporate action elections for proxies and corporate actions communicated by the Fund or its agents to the Subadviser, with respect to the securities held by the Fund. Unless and until otherwise directed in writing by the Investment Adviser or the Trust’s officers or Board, the Subadviser shall prepare and file in consultation with the Investment Adviser or the Trust’s officers proofs of claim and other documentation on behalf of the Fund as necessary to permit the Fund to participate in securities class action suits relating to securities then held or previously held by the Fund. The Subadviser shall maintain all books and records required by Rule 31a-1 under the 1940 Act relating to its responsibilities provided hereunder with respect to the Fund, and shall preserve such records for the periods and in a manner prescribed by Rule 31a-2 under the 1940 Act. The Subadviser shall permit the Investment Adviser, the Funds Fund’s officers and its independent public accountants to inspect and audit such records at reasonable times during normal business hours upon due notice. If any occasion should arise in which the Subadviser gives any advice to its clients concerning the shares of the Fund, the Subadviser will act solely as investment counsel for such clients and not in any way on behalf of the Fund. The Subadvisers Subadviser’s services to the Fund pursuant to this Agreement are not to be deemed to be exclusive, and it is understood that the Subadviser may render investment advice, management and other services to others. The Subadviser is prohibited from consulting with any other subadviser to any other series of the Trust concerning the Fund’s transactions in securities or other assets, except for the purpose of complying with the conditions of Rule 12d3-1(a) and (b) under the 1940 Act.

Investment Advisory and Management Services. The Investment Adviser hereby appoints the Subadviser to serve as subadviser to the Fund and the Subadviser hereby accepts such appointment. Subject to the supervision of the Investment Adviser, Subadviser will regularly provide the Fund with investment advice and investment management services concerning the investments of the Fund. The Subadviser will determine what securities shall be purchased, held or sold by the Fund and what portion of the Funds Fund’s assets shall be held uninvested in cash and cash equivalents, subject always to the provisions of the Trusts Trust’s Declaration of Trust and By-laws and the 1940 Act, and to the investment objectives, policies and restrictions applicable to the Fund (including, without limitation, the requirements of Subchapters L and M of the Internal Revenue Code of 1986, as amended) (the “Code”), as each of the same shall be from time to time in effect or set forth in the Funds Fund’s Prospectus and Statement of Additional Information, as well as any other investment guidelines or policies the Trust’s Board of Trustees (the “Board” or “Trustees”) or the Investment Adviser may from time to time establish and deliver in writing to the Subadviser and are agreed to by the Subadviser. To carry out such determinations the Subadviser will exercise full discretion, subject to the preceding paragraph, and act for the Fund in the same manner and with the same force and effect as the Trust might or could do with respect to purchases, sales or other transactions, as well as with respect to all other things necessary or incidental to the furtherance or conduct of such purchases, sales or other transactions. Notwithstanding the foregoing, the Subadviser shall, upon shall be subject to and comply with written instructions from the Investment Adviser, effect such portfolio transactions for the Fund as the Investment Adviser may from time to time direct. Such instructions will be given in reasonable circumstances, including, without limitation, any termination of this Agreement. The Subadviser will also make its officers and employees investment professionals, other than portfolio managers, available to meet with the officers of the Investment Adviser and the Trusts Trust’s officers and Trustees at least quarterly on due notice to review the investments and investment program of the Fund in the light of current and prospective economic and market conditions. From time The Subadviser shall make a senior portfolio manager or an appropriate investment professional available for presentations to time the Board of Trustees at a meeting of the Board annually, as well as other meetings as may be reasonably requested. On a monthly, quarterly or annual basis as the Board of Trustees of the Trust or the Investment Adviser may reasonably request, the Subadviser will furnish to the Investment Adviser and Trusts Trust’s officers and to each of its Trustees, at the Subadvisers Subadviser’s expense, reports on portfolio transactions information, portfolio transactions, and reports on issues of securities held by the Fund, all in such detail as the Trust or the Investment Adviser may reasonably request. The Subadviser will keep the Trust’s officers and the Investment Adviser informed of developments materially affecting the Fund’s holdings, and will, upon request, furnish the Trust’s officers and the Investment Adviser with written information concerning the same. Upon request of the Investment Adviser and/or the Trust, the Subadviser shall provide reasonable assistance in connection with the determination of the fair value of securities in the Fund for which market quotations are not readily available or if the market price does not reflect the security’s fair value. In such instances, the Subadviser will provide reasonable assistance to the Investment Adviser or the Trust’s valuation committee as the Investment Adviser or committee makes determinations of the fair value of such portfolio securities in accordance with the Trust’s valuation procedures. The Subadviser shall not bear responsibility or liability for the determination of accuracy of the valuation of any portfolio securities and other assets of the Fund. In addition, the Subadviser will provide a quarterly certification, in a form mutually agreed upon by the Investment Adviser and the Subadviser, that the Subadviser, to the best of its knowledge after due inquiry, has managed the Fund in accordance with the provisions of this Section 1 of this Agreement. The Subadviser acknowledges and agrees that the Investment Adviser may, in its discretion, provide such quarterly compliance certifications to the Board. The Subadviser agrees to correct promptly any failure on its part and to take any action that the Investment Adviser may reasonably request in connection with any breach of this Agreement. The Subadviser shall also provide the officers of the Fund with certifications, in a form mutually agreed upon by the Investment Adviser and Subadviser, supporting the certifications made by the Trust’s officers pursuant to the Xxxxxxxx-Xxxxx Act of the Fund’s financial statements and disclosure controls. The Subadviser will cooperate with and provide reasonable assistance to the Investment Adviser and the Fund’s custodian and all other agents and representatives of the Trust that have a reasonable need to interact with the Subadviser, and provide prompt responses to reasonable requests made by such persons. The Subadviser shall have no liability for the acts of omissions of the Custodian or other agents. Unless and until otherwise directed in writing with specific instructions by the Investment Adviser or the Trust’s officers or Board at least thirty (30) days prior to a shareholder meeting and subject to its receipt of all necessary voting materials, the Subadviser will be responsible for voting all proxies, including taking action with respect to corporate action elections for proxies and corporate actions communicated by the Fund or its agents to the Subadviser, with respect to the securities held by the Fund. The Subadviser shall maintain all books and records required by Rule 31a-1 under the 1940 Act relating to its responsibilities provided hereunder with respect to the Fund, and shall preserve such records for the periods and in a manner prescribed by Rule 31a-2 under the 1940 Act. The Subadviser shall permit the Investment Adviser, the Funds Fund’s officers and its independent public accountants accountants, upon reasonable prior written request by the Investment Adviser to the Subadviser, with access to inspect and audit such records at reasonable times during normal business hours upon due noticeat the Subadviser’s office the books and records of the Subadviser relating to the Fund and the Subadviser’s performance hereunder and such other books and records of the Subadviser as are reasonably necessary to confirm that the Subadviser has complied with its obligations and duties under the Agreement (provided, however, that if such books and records contain information relating to any other client, Subadviser shall provide redacted copies adequate for these purposes but omitting identifying information concerning such other clients). If any occasion should arise in which the Subadviser gives any advice to its clients concerning the shares of the Fund, the Subadviser will act solely as investment counsel for such clients and not in any way on behalf of the Fund. The Subadvisers Subadviser’s services to the Fund pursuant to this Agreement are not to be deemed to be exclusive, and it is understood that the Subadviser may render investment advice, management and other services to others. The Subadviser is prohibited from consulting with any other subadviser to any other series of the Trust concerning the Fund’s transactions in securities or other assets, except for the purpose of complying with the conditions of Rule 12d3-1(a) and (b) under the 1940 Act. The Investment Adviser acknowledges that the Subadviser is not the principal compliance agent for the Fund or the Investment Adviser, and does not have access to all of the Fund’s books and records necessary to perform certain compliance testing. To the extent that the Subadviser has agreed to perform the services specified in this Section 1 and in accordance with applicable law (including subchapters M and L of the Code, the Act and the Advisers Act (“Applicable Law”) and in accordance with the Trust Documents, policies and determinations of the Board of Trustees of the Trust and the Investment Adviser and the Fund’s registration statement (collectively, the “Charter Requirements”) and such services involve compliance with requirements expressed as a percentage of “total assets” or “net assets” of the Fund, the Subadviser shall perform such services based upon the market values and portfolio holdings and transactions reflected on its books and records with respect to the Fund, and information or instructions provided by the Fund, the Investment Adviser or the Fund’s administrator, and shall not be held responsible under this Agreement as long as it performs such services in accordance with this Agreement, the Charter Requirements and Applicable Law based upon the market values and portfolio holdings and transactions reflected on such books and records, and information or instructions provided by the Fund, the Investment Adviser or the Fund’s administrator. The Subadviser shall be afforded a reasonable time to implement any such instructions.

Investment Advisory and Management Services. The Investment Adviser hereby appoints the Subadviser to serve as a subadviser to the Fund or, where the Fund has multiple subadvisers (as determined by the Investment Adviser from time to time), a discrete portion of the Fund and the Subadviser hereby accepts such appointment. References to “Fund” herein include a discrete portion of the Fund, as applicable. Subject to the supervision of the Investment Adviser, Subadviser will regularly provide the Fund with investment advice and investment management services concerning the investments of the Fund. The Subadviser will determine what securities or instruments shall be purchased, held or sold by the Fund and what portion of the Funds Fund’s assets shall be held uninvested in cash and cash equivalents, subject always to the provisions of the Trusts Declaration of Trust and By-laws and the 1940 Act, and to the investment objectives, policies and restrictions applicable to the Fund (including, without limitation, the requirements of Subchapters L Sections 817(h) and M 851(b)(3) of the Internal Revenue Code of 1986, as amended) (the “Code”), as each of the same shall be from time to time in effect or set forth in the Funds Fund’s Prospectus and Statement of Additional Information, as well as any other investment guidelines or policies the Trust’s Board of Trustees (the “Board” or “Trustees”) or the Investment Adviser may from time to time establish and deliver in writing to the Subadviser. To carry out such determinations The Subadviser may, as permitted by rule, regulation or position of the staff of the Securities and Exchange Commission, utilize the personnel of its affiliates including foreign affiliates in providing services under this Agreement, provided that Subadviser remains solely responsible for the provision of services under this Agreement. The Subadviser will exercise full discretiondiscretion with respect to the investment and reinvestment of the assets of the Fund, subject to the preceding paragraph, and act for the Fund in the same manner and with the same force and effect as the Trust might or could do with respect to purchases, sales or other transactions, as well as with respect to all other things necessary or incidental to the furtherance or conduct of such purchases, sales or other transactions. The Subadviser’s authority and discretion hereunder shall include, without limitation, the power to buy, sell, retain and exchange investments and effect transactions; and other powers as the Subadviser deems appropriate in relation to investing and executing transactions for the Fund. The Adviser hereby authorizes the Subadviser to open accounts and execute documents, including trading agreements, indemnities and representation letters, in the name of, binding against and on behalf of the Fund for all purposes necessary or desirable in the Subadviser’s view to effectuate the Subadviser’s activities under this Agreement and transactions permitted under the investment guidelines. Notwithstanding the foregoing, the Subadviser shall, upon written instructions from the Investment Adviser, effect such portfolio transactions for the Fund as the Investment Adviser may from time to time reasonably direct, not to include security-specific transactions which might require Subadviser to deviate from the investment objectives of the Fund. Such instructions will be given in reasonable circumstances, including, without limitation, any termination of this Agreement. The Subadviser will also make its officers and employees reasonably available to meet with the officers of the Investment Adviser and the Trusts Trust’s officers and Trustees at least quarterly on due notice to review the investments and investment program of the Fund in the light of current and prospective economic and market conditions. From time to time as the Board of Trustees of the Trust or the Investment Adviser may reasonably request, the Subadviser will furnish to the Investment Adviser and Trusts Trust’s officers and to each of its Trustees, at the Subadvisers Subadviser’s expense, reports on portfolio transactions and reports on issues of securities or instruments held by the Fund, all in such detail as the Trust or the Investment Adviser may reasonably request. The Sub-Adviser shall provide reasonable assistance to the Investment Adviser as to the determination of the fair value of certain investments where market quotations are not readily available for purposes of calculating net asset value of the Fund in accordance with valuation procedures and methods established by the Trust. Valuation levels for the assets listed in the Fund’s statements will reflect the Subadviser’s good faith effort to ascertain fair market levels (including accrued income, if any) for the securities and other assets in the Fund based on pricing and valuation information believed by the Subadviser to be reliable for round lot sizes. Notwithstanding the foregoing, the Investment Adviser acknowledges and agrees that (i) the Subadviser shall not be deemed to be the pricing or valuation agent for the Fund, (ii) the Subadviser is not obligated to provide pricing information to satisfy any regulatory requirements to which the Fund may be subject (e.g., FAS 157); (iii) none of the information which the Subadviser provides the Investment Adviser hereunder shall be deemed to be the official books and records of the Fund for tax, accounting or any other purpose. In addition, the Subadviser will provide a quarterly compliance certification, in such form as the Investment Adviser and the Subadviser may mutually agree from time to time. The Subadviser acknowledges and agrees that the Investment Adviser may, in its discretion, provide such quarterly compliance certifications to the Board. The Subadviser shall also, upon the reasonable request of the Investment Adviser, provide the officers of the Fund with supporting certifications in such form as the Investment Adviser and the Subadviser may mutually agree from time to time, in connection with such certifications of the Fund’s schedule of investments pursuant to the Sxxxxxxx-Xxxxx Act. The Subadviser will cooperate with and provide reasonable assistance to the Investment Adviser, the Fund’s custodian and foreign custodians, transfer agent and all other agents and representatives of the Trust and the Investment Adviser, keep all such persons fully informed as to such matters as they may reasonably deem necessary to the performance of their obligations to the Trust, on behalf of the Fund, and the Investment Adviser, provide prompt responses to reasonable requests made by such persons and maintain any appropriate interaction with each to promote the exchange of information. Unless and until otherwise directed in writing by the Investment Adviser or the Trust’s officers or Board, the Subadviser will be responsible for voting all proxies, including taking action with respect to corporate action elections for proxies and corporate actions communicated by the Fund or its agents to the Subadviser, with respect to the securities held by the Fund. The Subadviser shall not be responsible for filing proofs of claim or otherwise participating in class action lawsuits with respect to securities held by the Fund. The Subadviser shall maintain all books and records required by Rule 31a-1 under the 1940 Act relating to its responsibilities provided hereunder with respect to the Fund, and shall preserve such records for the periods and in a manner prescribed by Rule 31a-2 under the 1940 Act. The Subadviser shall permit the Investment Adviser, the Funds Fund’s officers and its independent public accountants to inspect and audit such records at reasonable times during normal business hours upon due notice. If any occasion should arise in which the Subadviser gives any advice to its clients concerning the shares of the Fund, the Subadviser will act solely as investment counsel for such clients and not in any way on behalf of the Fund. The Subadvisers Subadviser’s services to the Fund pursuant to this Agreement are not to be deemed to be exclusive, and it is understood that the Subadviser may render investment advice, management and other services to others. The Subadviser is prohibited from consulting with any other subadviser to the Fund or any other subadviser to any other series of the Trust concerning the Fund’s transactions in securities or other assets, except for the purpose of complying with the conditions of Rules 10f-3, 12d3-1(a) and (b) and 17a-10 under the 1940 Act.

Investment Advisory and Management Services. The Investment Adviser hereby appoints the Subadviser to serve as subadviser to the Fund and the Subadviser hereby accepts such appointment. Subject to the supervision of the Investment Adviser, Subadviser will regularly provide the Fund with investment advice and investment management services concerning the investments of the Fund. The Subadviser will determine what securities shall be purchased, held or sold by the Fund and what portion of the Funds Fund's assets shall be held uninvested in cash and cash equivalents, subject always to the provisions of the Trusts Trust’s Declaration of Trust and By-laws and the 1940 Act, and to the investment objectives, policies and restrictions applicable to the Fund (including, without limitation, the requirements of Subchapters L and M of the Internal Revenue Code of 1986, as amended) (the "Code"), as each of the same shall be from time to time in effect or set forth in the Funds Fund’s Prospectus and Statement of Additional Information, as well as any other investment guidelines or policies the Trust’s Board of Trustees (the “Board” or “Trustees”) or the Investment Adviser may from time to time establish and deliver in writing to the Subadviser. To carry out such determinations the Subadviser will exercise full discretion, subject to the preceding paragraph, and act for the Fund in the same manner and with the same force and effect as the Trust might or could do with respect to purchases, sales or other transactions, as well as with respect to all other things necessary or incidental to the furtherance or conduct of such purchases, sales or other transactions. Notwithstanding the foregoing, the Subadviser shall, upon written instructions from the Investment Adviser, effect such portfolio transactions for the Fund as the Investment Adviser may from time to time direct. Such instructions will be given in reasonable circumstances, including, without limitation, in the case of any termination of this Agreement. The Subadviser will also make its officers and employees available to meet with the officers of the Investment Adviser and the Trusts Trust’s officers and Trustees at least quarterly on due notice to review the investments and investment program of the Fund in the light of current and prospective economic and market conditions. From time to time as the Board of Trustees of the Trust or the Investment Adviser may reasonably request, the Subadviser will furnish to the Investment Adviser and Trusts Trust’s officers and to each of its Trustees, at the Subadvisers Subadviser's expense, reports on portfolio transactions and reports on issues of securities held by the Fund, all in such detail as the Trust or the Investment Adviser may reasonably request. The Subadviser will keep the Trust’s officers and the Investment Adviser informed of developments materially affecting the Fund’s holdings, and will, on its own initiative, furnish the Trust’s officers and the Investment Adviser from time to time with such information. The Subadviser agrees to immediately notify the Investment Adviser if the Subadviser believes that the market quotations are not readily available for any security held by the Fund or if the market price does not reflect the security’s fair value. In such instances, the Subadviser will provide assistance to the Investment Adviser, the Trust’s valuation committee and the Fund’s pricing agent in making determinations of the fair value of such portfolio securities in accordance with the Trust’s valuation procedures. In addition, the Subadviser will provide a quarterly certification, in the form provided by the Investment Adviser from time to time, that the Subadviser has managed the Fund in accordance with the provisions of this Agreement. The Subadviser acknowledges and agrees that the Investment Adviser may, in its discretion, provide such quarterly compliance certifications to the Board. The Subadviser agrees to correct promptly any failure on its part and to take any action that the Investment Adviser may reasonably request in connection with any breach of this Agreement. The Subadviser shall also provide the officers of the Fund with supporting certifications in connection with such certifications of the Fund’s financial statements and disclosure controls pursuant to the Sxxxxxxx-Xxxxx Act. The Subadviser will cooperate with and provide reasonable assistance to the Investment Adviser, the Fund’s custodian and foreign custodians, transfer agent and all other agents and representatives of the Trust and the Investment Adviser, keep all such persons fully informed as to such matters as they may reasonably deem necessary to the performance of their obligations to the Trust, on behalf of the Fund, and the Investment Adviser, provide prompt responses to reasonable requests made by such persons and maintain any appropriate interaction with each to promote the exchange of information. Unless and until otherwise directed in writing by the Investment Adviser or the Trust’s officers or Board, the Subadviser will be responsible for voting all proxies, including taking action with respect to corporate action elections for proxies and corporate actions communicated by the Fund or its agents to the Subadviser, with respect to the securities held by the Fund. The Subadviser shall maintain all books and records required by Rule 31a-1 under the 1940 Act relating to its responsibilities provided hereunder with respect to the Fund, and shall preserve such records for the periods and in a manner prescribed by Rule 31a-2 under the 1940 Act. The Subadviser shall permit the Investment Adviser, the Funds Fund's officers and its independent public accountants to inspect and audit such records at reasonable times during normal business hours upon due notice. If any occasion should arise in which the Subadviser gives any advice to its clients concerning the shares of the Fund, the Subadviser will act in such circumstances solely as investment counsel adviser for such clients and will not act in any way on behalf of the Fund. The Subadvisers Subadviser's services to the Fund pursuant to this Agreement are not to be deemed to be exclusive, and it is understood that the Subadviser may render investment advice, management and other services to others. The Subadviser is prohibited from consulting with any other subadviser to any other series of the Trust concerning the Fund’s transactions in securities or other assets, except for the purpose of complying with the conditions of Rule 12d3-1(a) and (b) under the 1940 Act.

Investment Advisory and Management Services. The Investment Adviser Fund hereby appoints engages the Subadviser Advisor, and the Advisor hereby agrees to serve act as subadviser investment adviser for, and to manage the affairs, business and the investment of the assets of the Fund. The investment of the assets of the Fund shall at all times be subject to the applicable provisions of the Articles of Incorporation, Bylaws and Registration Statement on Form N-2 and any representations contained in the Prospectus and Statement of Additional Information of the Fund and the Subadviser hereby accepts such appointment. Subject shall conform to the supervision policies and purposes of the Investment AdviserFund as set forth in such Registration Statement, Subadviser will regularly provide Prospectus and Statement of Additional Information and (i) as interpreted from time to time by the Board of Directors of the Fund with and (ii) as may be amended from time to time by the Board of Directors and/or the shareholders of the Fund as permitted by the Investment Company Act of 1940, as amended (the "1940 Act"). Within the framework of the investment advice policies of the Fund, the Advisor shall have the sole and exclusive responsibility for the management of the Fund's assets and the making and execution of all investment management services concerning decisions for the Fund. The Advisor shall report to the Board of Directors of the Fund regularly at such times and in such detail as the Board may from time to time determine to be appropriate, in order to permit the Board to determine the adherence of the Advisor to the investment policies of the Fund. The Advisor shall, at its own expense, furnish the Fund suitable office space, and all necessary office facilities, equipment and personnel for servicing the investments of the Fund. The Subadviser will determine what securities Advisor shall be purchasedarrange, held or sold by the Fund and what portion of the Funds assets shall be held uninvested in cash and cash equivalents, subject always to the provisions of the Trusts Declaration of Trust and By-laws and the 1940 Act, and to the investment objectives, policies and restrictions applicable to the Fund (including, without limitation, the requirements of Subchapters L and M of the Internal Revenue Code of 1986, as amended) (the Code), as each of the same shall be from time to time in effect or set forth in the Funds Prospectus and Statement of Additional Information, as well as any other investment guidelines or policies the Board of Trustees or the Investment Adviser may from time to time establish and deliver in writing to the Subadviser. To carry out such determinations the Subadviser will exercise full discretion, subject to the preceding paragraph, and act for the Fund in the same manner and with the same force and effect as the Trust might or could do with respect to purchases, sales or other transactions, as well as with respect to all other things necessary or incidental to the furtherance or conduct of such purchases, sales or other transactions. Notwithstanding the foregoing, the Subadviser shall, upon written instructions from the Investment Adviser, effect such portfolio transactions for the Fund as the Investment Adviser may from time to time direct. Such instructions will be given in reasonable circumstances, including, without limitation, any termination of this Agreement. The Subadviser will also make its officers and employees available to meet with the officers of the Investment Adviser and the Trusts officers and Trustees at least quarterly on due notice to review the investments and investment program of the Fund in the light of current and prospective economic and market conditions. From time to time as the Board of Trustees of the Trust or the Investment Adviser may reasonably request, the Subadviser will furnish to the Investment Adviser and Trusts officers and to each of its Trustees, at the Subadvisers expense, reports on portfolio transactions and reports on issues of securities held if requested by the Fund, all for officers, employees or other Affiliated Persons (as defined in such detail as the Trust or the Investment Adviser may reasonably request. The Subadviser shall maintain all books and records required by Rule 31a-1 under Section 2(a)(3) of the 1940 Act and the rules, regulations and releases relating to its responsibilities provided hereunder with respect to the Fund, and shall preserve such records for the periods and in a manner prescribed by Rule 31a-2 under the 1940 Act. The Subadviser shall permit the Investment Adviser, the Funds officers and its independent public accountants to inspect and audit such records at reasonable times during normal business hours upon due notice. If any occasion should arise in which the Subadviser gives any advice to its clients concerning the shares thereto) of the FundAdvisor to serve without compensation from the Fund as directors, officers or employees of the Subadviser will act solely as investment counsel for Fund if duly elected to such clients and not in any way on behalf positions by the shareholders or directors of the Fund. The Subadvisers Advisor hereby acknowledges that all records necessary in the operation of the Fund, including records pertaining to its shareholders and investments, are the property of the Fund, and in the event that a transfer of management or investment advisory services to someone other than the Fund pursuant to this Agreement are not to be deemed to be exclusiveAdvisor should ever occur, the Advisor will promptly, and it is understood that at its own cost, take all steps necessary to segregate such records and deliver them to the Subadviser may render investment advice, management and other services to othersFund.

Investment Advisory and Management Services. The Investment Adviser hereby appoints the Subadviser to serve as subadviser to the Fund and the Subadviser hereby accepts such appointment. Subject to the supervision of the Investment Adviser, Subadviser will regularly provide the Fund with investment advice and investment management services concerning the investments of the Fund. The Subadviser will determine what securities shall be purchased, held or sold by the Fund and what portion of the Funds Fund's assets shall be held uninvested in cash and cash equivalents, subject always to the provisions of the Trusts Trust’s Declaration of Trust and By-laws and the 1940 Act, and to the investment objectives, policies and restrictions applicable to the Fund (including, without limitation, the requirements of Subchapters L and M of the Internal Revenue Code of 1986, as amended) (the "Code"), as each of the same shall be from time to time in effect or set forth in the Funds Fund’s Prospectus and Statement of Additional Information, as well as any other investment guidelines or policies the Trust’s Board of Trustees (the “Board” or “Trustees”) or the Investment Adviser may from time to time establish and deliver in writing to the Subadviser and are agreed to by the Subadviser. To carry out such determinations the Subadviser will exercise full discretion, subject to the preceding paragraph, and act for the Fund in the same manner and with the same force and effect as the Trust might or could do with respect to purchases, sales or other transactions, as well as with respect to all other things necessary or incidental to the furtherance or conduct of such purchases, sales or other transactions. Notwithstanding the foregoing, the Subadviser shall, upon shall be subject to and comply with written instructions from the Investment Adviser, effect such portfolio transactions for the Fund as the Investment Adviser may from time to time direct. Such instructions will be given in reasonable circumstances, including, without limitation, any termination of this Agreement. The Subadviser will also make its officers and employees investment professionals, other than portfolio managers, available to meet with the officers of the Investment Adviser and the Trusts Trust’s officers and Trustees at least quarterly on due notice to review the investments and investment program of the Fund in the light of current and prospective economic and market conditions. From time The Subadviser shall make a senior portfolio manager or an appropriate investment professional available for presentations to time the Board of Trustees at a meeting of the Board annually, as well as other meetings as may be reasonably requested. On a monthly, quarterly or annual basis as the Board of Trustees of the Trust or the Investment Adviser may reasonably request, the Subadviser will furnish to the Investment Adviser and Trusts Trust’s officers and to each of its Trustees, at the Subadvisers Subadviser's expense, reports on portfolio transactions information, portfolio transactions, and reports on issues of securities held by the Fund, all in such detail as the Trust or the Investment Adviser may reasonably request. The Subadviser will keep the Trust’s officers and the Investment Adviser informed of developments materially affecting the Fund’s holdings, and will, upon request, furnish the Trust’s officers and the Investment Adviser with written information concerning the same. Upon request of the Investment Adviser and/or the Trust, the Subadviser shall provide reasonable assistance in connection with the determination of the fair value of securities in the Fund for which market quotations are not readily available or if the market price does not reflect the security’s fair value. In such instances, the Subadviser will provide reasonable assistance to the Investment Adviser or the Trust’s valuation committee as the Investment Adviser or committee makes determinations of the fair value of such portfolio securities in accordance with the Trust’s valuation procedures. The Subadviser shall not bear responsibility or liability for the determination of accuracy of the valuation of any portfolio securities and other assets of the Fund. In addition, the Subadviser will provide a quarterly certification, in a form mutually agreed upon by the Investment Adviser and the Subadviser, that the Subadviser, to the best of its knowledge after due inquiry, has managed the Fund in accordance with the provisions of this Section 1 of this Agreement. The Subadviser acknowledges and agrees that the Investment Adviser may, in its discretion, provide such quarterly compliance certifications to the Board. The Subadviser agrees to correct promptly any failure on its part and to take any action that the Investment Adviser may reasonably request in connection with any breach of this Agreement. The Subadviser shall also provide the officers of the Fund with certifications, in a form mutually agreed upon by the Investment Adviser and Subadviser, supporting the certifications made by the Trust’s officers pursuant to the Xxxxxxxx-Xxxxx Act of the Fund’s financial statements and disclosure controls. The Subadviser will cooperate with and provide reasonable assistance to the Investment Adviser and the Fund’s custodian and all other agents and representatives of the Trust that have a reasonable need to interact with the Subadviser, and provide prompt responses to reasonable requests made by such persons. The Subadviser shall have no liability for the acts of omissions of the Custodian or other agents. Unless and until otherwise directed in writing with specific instructions by the Investment Adviser or the Trust’s officers or Board at least thirty (30) days prior to a shareholder meeting and subject to its receipt of all necessary voting materials, the Subadviser will be responsible for voting all proxies, including taking action with respect to corporate action elections for proxies and corporate actions communicated by the Fund or its agents to the Subadviser, with respect to the securities held by the Fund. The Subadviser shall maintain all books and records required by Rule 31a-1 under the 1940 Act relating to its responsibilities provided hereunder with respect to the Fund, and shall preserve such records for the periods and in a manner prescribed by Rule 31a-2 under the 1940 Act. The Subadviser shall permit the Investment Adviser, the Funds Fund's officers and its independent public accountants accountants, upon reasonable prior written request by the Investment Adviser to the Subadviser, with access to inspect and audit such records at reasonable times during normal business hours upon due noticeat the Subadviser’s office the books and records of the Subadviser relating to the Fund and the Subadviser’s performance hereunder and such other books and records of the Subadviser as are reasonably necessary to confirm that the Subadviser has complied with its obligations and duties under the Agreement (provided, however, that if such books and records contain information relating to any other client, Subadviser shall provide redacted copies adequate for these purposes but omitting identifying information concerning such other clients). If any occasion should arise in which the Subadviser gives any advice to its clients concerning the shares of the Fund, the Subadviser will act solely as investment counsel for such clients and not in any way on behalf of the Fund. The Subadvisers Subadviser's services to the Fund pursuant to this Agreement are not to be deemed to be exclusive, and it is understood that the Subadviser may render investment advice, management and other services to others. The Subadviser is prohibited from consulting with any other subadviser to any other series of the Trust concerning the Fund’s transactions in securities or other assets, except for the purpose of complying with the conditions of Rule 12d3-1(a) and (b) under the 1940 Act. The Investment Adviser acknowledges that the Subadviser is not the principal compliance agent for the Fund or the Investment Adviser, and does not have access to all of the Fund’s books and records necessary to perform certain compliance testing. To the extent that the Subadviser has agreed to perform the services specified in this Section 1 and in accordance with applicable law (including subchapters M and L of the Code, the Act and the Advisers Act (“Applicable Law”) and in accordance with the Trust Documents, policies and determinations of the Board of Trustees of the Trust and the Investment Adviser and the Fund’s registration statement (collectively, the “Charter Requirements”) and such services involve compliance with requirements expressed as a percentage of “total assets” or “net assets” of the Fund, the Subadviser shall perform such services based upon the market values and portfolio holdings and transactions reflected on its books and records with respect to the Fund, and information or instructions provided by the Fund, the Investment Adviser or the Fund’s administrator, and shall not be held responsible under this Agreement as long as it performs such services in accordance with this Agreement, the Charter Requirements and Applicable Law based upon the market values and portfolio holdings and transactions reflected on such books and records, and information or instructions provided by the Fund, the Investment Adviser or the Fund’s administrator. The Subadviser shall be afforded a reasonable time to implement any such instructions.

Investment Advisory and Management Services. The Investment Adviser hereby appoints the Subadviser to serve as subadviser to the Fund and the Subadviser hereby accepts such appointment. Subject to the supervision of the Investment Adviser, Subadviser will regularly provide the Fund with investment advice and investment management services concerning the investments of the Fund. The Subadviser will determine what securities shall be purchased, held or sold by the Fund and what portion of the Funds Fund's assets shall be held uninvested in cash and cash equivalents, subject always to the provisions of the Trusts Trust’s Declaration of Trust and By-laws and the 1940 Act, and to the investment objectives, policies and restrictions applicable to the Fund (including, without limitation, the requirements of Subchapters L and M of the Internal Revenue Code of 1986, as amended) (the "Code"), as each of the same shall be from time to time in effect or set forth in the Funds Fund’s Prospectus and Statement of Additional InformationInformation as timely delivered to the Subadviser, as well as any other investment guidelines or policies the Trust’s Board of Trustees (the “Board” or “Trustees”) or the Investment Adviser may from time to time establish and deliver in writing to the Subadviser. To carry out such determinations the Subadviser will exercise full discretion, subject to the preceding paragraph, and act for the Fund in the same manner and with the same force and effect as the Trust might or could do with respect to purchases, sales or other transactions, as well as with respect to all other things necessary or incidental to the furtherance or conduct of such purchases, sales or other transactions. Notwithstanding the foregoing, the Subadviser shall, upon written instructions from the Investment Adviser, effect such portfolio transactions for the Fund as the Investment Adviser may from time to time direct. Such instructions will be given in reasonable circumstances, including, without limitation, any termination of this Agreement. The Subadviser will also make its officers and employees available to meet with the officers of the Investment Adviser and the Trusts Trust’s officers and Trustees at least quarterly on due notice to review the investments and investment program of the Fund in the light of current and prospective economic and market conditions. From time to time as the Board of Trustees of the Trust or the Investment Adviser may reasonably request, the Subadviser will furnish to the Investment Adviser and Trusts Trust’s officers and to each of its Trustees, at the Subadvisers Subadviser's expense, reports on portfolio transactions and reports on issues of securities held by the Fund, all in such detail as the Trust or the Investment Adviser may reasonably request. The Subadviser will keep the Trust’s officers and the Investment Adviser informed of developments materially affecting the Fund’s holdings, and will, on its own initiative, furnish the Trust’s officers and the Investment Adviser from time to time with such information. The Subadviser agrees to immediately notify the Investment Adviser if the Subadviser believes that the market quotations are not readily available for any security held by the Fund or if, in its opinion, the market price does not reflect the security’s fair value. In such instances, the Subadviser will provide assistance to the Investment Adviser, the Trust’s valuation committee and the Fund’s pricing agent by making recommendations of the fair value of such portfolio securities to the Adviser and Fund officers to assist them in the determination of fair value in accordance with the Trust’s valuation procedures. In addition, the Subadviser will provide a quarterly certification, in the form provided by the Investment Adviser from time to time, that the Subadviser has managed the Fund in accordance with the provisions of this Agreement. The Subadviser acknowledges and agrees that the Investment Adviser may, in its discretion, provide such quarterly compliance certifications to the Board. The Subadviser agrees to correct promptly any failure on its part and to take any action that the Investment Adviser may reasonably request in connection with any breach of this Agreement. The Subadviser shall also provide the officers of the Fund with supporting certifications in connection with such certifications of the Fund’s financial statements and disclosure controls pursuant to the Sxxxxxxx-Xxxxx Act. The Subadviser will cooperate with and provide reasonable assistance to the Investment Adviser, the Fund’s custodian and foreign custodians, transfer agent and all other agents and representatives of the Trust and the Investment Adviser, keep all such persons fully informed as to such matters as they may reasonably deem necessary to the performance of their obligations to the Trust, on behalf of the Fund, and the Investment Adviser, provide prompt responses to reasonable requests made by such persons and maintain any appropriate interaction with each to promote the exchange of information. Unless and until otherwise directed in writing by the Investment Adviser or the Trust’s officers or Board, the Subadviser will be responsible for voting all proxies, including taking action with respect to corporate action elections for proxies and corporate actions communicated by the Fund or its agents to the Subadviser, with respect to the securities held by the Fund. Unless and until otherwise directed in writing by the Investment Adviser or the Trust’s officers or Board, the Subadviser shall prepare and file in consultation with the Investment Adviser or the Trust’s officers proofs of claim and other documentation on behalf of the Fund as necessary to permit the Fund to participate in securities class action suits relating to securities purchased or sold for the Fund by the Subadviser. In filing proofs of claims and other documentation for the Fund in consultation with the Adviser and Trust officers, the Subadviser shall not render, and will not be deemed to render legal advice, whether participation in the class action suit or settlement is preferable to initiation of a separate lawsuit. The Subadviser shall at, its sole expense employ or associate itself with such persons, including affiliates, as it believes to be particularly fitted to assist it in the execution or performance of its obligations under this Agreement. The Subadviser shall remain liable for the performance of its obligations under this Agreement, and for the acts and omissions of its employees and associates. The Subadviser shall maintain all books and records required by Rule 31a-1 under the 1940 Act relating to its responsibilities provided hereunder with respect to the Fund, and shall preserve such records for the periods and in a manner prescribed by Rule 31a-2 under the 1940 Act. The Subadviser shall permit the Investment Adviser, the Funds Fund's officers and its independent public accountants to inspect and audit such records at reasonable times during normal business hours upon due notice. If any occasion should arise in which the Subadviser gives any advice to its clients concerning the shares of the Fund, the Subadviser will act solely as investment counsel for such clients and not in any way on behalf of the Fund. The Subadvisers Subadviser's services to the Fund pursuant to this Agreement are not to be deemed to be exclusive, and it is understood that the Subadviser may render investment advice, management and other services to others. The Subadviser is prohibited from consulting with any other subadviser to any other series of the Trust concerning the Fund’s transactions in securities or other assets, except for the purpose of complying with the conditions of Rule 12d3-1(a) and (b) under the 1940 Act.

Investment Advisory and Management Services. The Investment Adviser hereby appoints the Subadviser to serve as subadviser to the Fund and the Subadviser hereby accepts such appointment. Subject to the supervision of the Investment Adviser, Subadviser will regularly provide the Fund with investment advice and investment management services concerning the investments of the Fund. The Subadviser will determine what securities shall be purchased, held or sold by the Fund and what portion of the Funds Fund's assets shall be held uninvested in cash and cash equivalents, subject always to the provisions of the Trusts Trust’s Declaration of Trust and By-laws and the 1940 Act, and to the investment objectives, policies and restrictions applicable to the Fund (including, without limitation, the requirements of Subchapters L and M of the Internal Revenue Code of 1986, as amended) (the "Code"), as each of the same shall be from time to time in effect or set forth in the Funds Fund’s Prospectus and Statement of Additional Information, as well as any other investment guidelines or policies the Trust’s Board of Trustees (the “Board” or “Trustees”) or the Investment Adviser may from time to time establish and deliver in writing to the Subadviser. The Investment Adviser acknowledges that the Subadviser is not the principal compliance agent for the Fund or the Investment Adviser, and does not have access to all of the Fund's books and records necessary to perform certain compliance testing. However, the Subadviser agrees to perform the services specified in this Agreement in accordance with applicable law (including subchapters M and L of the Code, the Act and the Advisers Act (“Applicable Law”) and in accordance with the Trust Documents, policies and determinations of the Board of Trustees of the Trust and the Investment Adviser and the Fund’s registration statement (collectively, the “Charter Requirements”) provided that, to the extent relevant provisions of Applicable Law or Charter Requirements are expressed as a percentage of “total assets” or “net assets” of the Fund, the Subadviser shall instead be responsible for performing such services solely based upon the market values and portfolio holdings reflected on its books and records with respect to the Fund, which comprise a portion of the Fund's books and records, and upon information and written instructions received from the Fund and/or the Investment Adviser or the Fund’s administrator. The Subadviser shall be afforded a reasonable time to implement any such instructions. To carry out such determinations the Subadviser will exercise full discretion, subject to the preceding paragraph, and act for the Fund in the same manner and with the same force and effect as the Trust might or could do with respect to purchases, sales or other transactions, as well as with respect to all other things necessary or incidental to the furtherance or conduct of such purchases, sales or other transactions. The Subadviser is authorized on behalf of the Fund to enter into agreements and execute any documents required to make investments pursuant to the Prospectus and Statement of Additional Information or other investment guidelines or policies established by the Board or Investment Adviser. Notwithstanding the foregoing, the Subadviser shall, upon written instructions from the Investment Adviser, effect such portfolio transactions for the Fund as the Investment Adviser may from time to time direct. Such instructions will be given in reasonable circumstances, including, without limitation, any termination of this Agreement. The Subadviser will also make its officers and employees available to meet with the officers of the Investment Adviser and the Trusts Trust’s officers and Trustees at least quarterly as reasonably requested on due notice to review the investments and investment program of the Fund in the light of current and prospective economic and market conditions. From time to time as the Board of Trustees of the Trust or the Investment Adviser may reasonably request, the Subadviser will furnish to the Investment Adviser and Trusts Trust’s officers and to each of its Trustees, at the Subadvisers Subadviser's expense, reports on portfolio transactions and reports on issues of securities held by the Fund, all in such detail as the Trust or the Investment Adviser may reasonably request. The Subadviser will keep the Trust’s officers and the Investment Adviser informed of developments materially affecting the Fund’s holdings, and will, on its own initiative, furnish the Trust’s officers and the Investment Adviser from time to time with such information. The Subadviser agrees to immediately notify the Investment Adviser if the Subadviser believes that the market quotations are not readily available for any security held by the Fund or if, in its opinion, the market price does not reflect the security’s fair value. In such instances, the Subadviser will provide reasonable assistance to the Investment Adviser, the Trust’s valuation committee and the Fund’s pricing agent in making determinations of the fair value of such portfolio securities in accordance with the Trust’s valuation procedures; provided, however, that the parties acknowledge that the Subadviser is not the fund accounting agent for the Fund and is not responsible and shall have no liability for pricing determinations made by the Investment Adviser or the Fund, and that any information provided by the Subadviser pursuant to this paragraph is for informational purposes only. In addition, the Subadviser will provide a quarterly certification, in the form provided by the Investment Adviser from time to time, that the Subadviser has managed the Fund in accordance with the provisions of this Agreement. The Subadviser acknowledges and agrees that the Investment Adviser may, in its discretion, provide such quarterly compliance certifications to the Board. The Subadviser agrees to correct promptly any failure on its part and to take any action that the Investment Adviser may reasonably request in connection with any breach of this Agreement. The Subadviser shall also provide the officers of the Fund with supporting certifications in connection with such certifications of the Fund’s financial statements and disclosure controls pursuant to the Xxxxxxxx-Xxxxx Act as reasonably requested by the Investment Adviser and/or the Fund. The Subadviser will cooperate with and provide reasonable assistance to the Investment Adviser, the Fund’s custodian and foreign custodians, transfer agent and all other agents and representatives of the Trust and the Investment Adviser, keep all such persons fully informed as to such matters as they may reasonably deem necessary to the performance of their obligations to the Trust, on behalf of the Fund, and the Investment Adviser, provide prompt responses to reasonable requests made by such persons and maintain any appropriate interaction with each to promote the exchange of information. Unless and until otherwise directed in writing by the Investment Adviser or the Trust’s officers or Board, the Subadviser will be responsible for voting all proxies in accordance with the Subadviser's proxy voting policies and procedures, including taking action with respect to corporate action elections for proxies and corporate actions communicated by the Fund or its agents to the Subadviser, with respect to the securities held by the Fund. Unless and until otherwise directed in writing by the Investment Adviser or the Trust’s officers or Board, the Subadviser shall prepare and file proofs of claim and other documentation on behalf of the Fund as necessary to permit the Fund to participate in securities class action settlements of which the Subadviser is aware (after Subadviser’s use of best efforts to monitor notices of class action settlements) relating to securities then held or previously held by the Fund if the relevant class period occurs during the period of Subadviser’s provision of investment advisory services to the Fund. The Subadviser is hereby designated the Trust's agent and attorney-in-fact, without further prior approval from the Trust or the Investment Adviser, for the limited purpose of completing and executing on behalf of the Fund all documentation associated with such proofs of claim and for taking actions necessary to carry out its duties hereunder. The Subadviser shall maintain all books and records required by Rule 31a-1 under the 1940 Act relating to its responsibilities provided hereunder with respect to the Fund, and shall preserve such records for the periods and in a manner prescribed by Rule 31a-2 under the 1940 Act. The Subadviser shall permit the Investment Adviser, the Funds Fund's officers and its independent public accountants to inspect and audit such records at reasonable times during normal business hours upon due notice. If any occasion should arise in which the Subadviser gives any advice to its clients concerning the shares of the Fund, the Subadviser will act solely as investment counsel for such clients and not in any way on behalf of the Fund. The Subadvisers Subadviser's services to the Fund pursuant to this Agreement are not to be deemed to be exclusive, and it is understood that the Subadviser may render investment advice, management and other services to others. The Subadviser is prohibited from consulting with any other subadviser to the Fund or to any other series of the Trust concerning the Fund’s transactions in securities or other assets, except for the purpose of complying with the conditions of Rule 12d3-1(a) and (b) under the 1940 Act.

Investment Advisory and Management Services. The Investment Adviser hereby appoints the Subadviser Sub-adviser to serve as a subadviser to the Fund Funds or, where the Funds have multiple subadvisers (as determined by the Investment Adviser from time to time), a discrete portion of the Funds and the Subadviser Sub-adviser hereby accepts such appointment. References to “Funds” herein include a discrete portion of the Funds, as applicable. Subject to the supervision of the Investment Adviser, Subadviser Sub-adviser will regularly provide the Fund Funds with investment advice and investment management services concerning the investments of the FundFunds. The Subadviser Sub-adviser will determine what securities or instruments shall be purchased, held or sold by the Fund Funds and what portion of the Funds each Fund’s assets shall be held uninvested in cash and cash equivalents, subject always to the provisions of the Trusts Trust’s Declaration of Trust and By-laws and the 1940 Act, and to the investment objectives, policies and restrictions applicable to the Fund Funds (including, without limitation, the requirements of Subchapters L Sections 817(h) and M 851(b)(3) of the Internal Revenue Code of 1986, as amendedamended based solely on information provided by the fund’s administrator, custodian or other service providers) (the “Code”), as each of the same shall be from time to time in effect or set forth in the Funds Funds’ Prospectus and Statement of Additional Information, as well as any other investment guidelines or policies the Trust’s Board of Trustees (the “Board” or “Trustees”) or the Investment Adviser may from time to time establish and deliver in writing to the SubadviserSub-adviser prior to the effective date thereof. To carry out such determinations The Investment Adviser acknowledges that the Subadviser Sub-adviser is not the tax agent for the Funds. The Sub-adviser may, as permitted by rule, regulation or position of the staff of the Securities and Exchange Commission, utilize the personnel of its affiliates including foreign affiliates in providing services under this Agreement, provided that Sub-Adviser remains solely responsible for the provision of services under this Agreement. The Sub-adviser will exercise full discretiondiscretion with respect to the investment and reinvestment of the assets of the Funds, subject to the preceding paragraph, ; provided that the Investment Adviser and act Sub-adviser agree that the Investment Adviser shall be responsible for all trading and investment execution activities on behalf of the Fund in discrete portion of the same manner Funds for which the Sub-adviser serves as subadviser and with that the same force and effect as the Trust might or could do Sub-adviser shall have no responsibilities with respect to purchases, sales trading or other transactions, as well as investment execution with respect to all other things necessary or incidental to the furtherance or conduct of such purchases, sales or other transactions. Notwithstanding the foregoing, the Subadviser shall, upon written instructions from the Investment Adviser, effect such portfolio transactions for the Fund as the Investment Adviser may from time to time direct. Such instructions will be given in reasonable circumstances, including, without limitation, any termination of this AgreementFunds. The Subadviser Sub-adviser will also make its officers and employees available to meet with the officers of the Investment Adviser and the Trusts Trust’s officers and Trustees at least quarterly on due notice to review the investments and investment program of the Fund Funds in the light of current and prospective economic and market conditions. From In addition, the Sub-adviser will provide a quarterly certification, in the form provided by the Investment Adviser from time to time as time, that the Board Sub-adviser has managed the Funds in accordance with the provisions of Trustees this Agreement. The Sub-adviser acknowledges and agrees that the Investment Adviser may, in its discretion, provide such quarterly compliance certifications to the Board. The Sub-adviser shall also, upon the reasonable request of the Investment Adviser, provide the officers of the Funds with supporting certifications in connection with such certifications of the Funds’ financial statements and disclosure controls pursuant to the Sxxxxxxx-Xxxxx Act. The Sub-adviser will cooperate with and provide reasonable assistance to the Investment Adviser, the Funds’ custodian and foreign custodians, transfer agent and all other agents and representatives of the Trust or and the Investment Adviser Adviser, will endeavor to keep all such persons fully informed as to such matters as they may reasonably request, the Subadviser will furnish deem necessary to the performance of their obligations to the Trust, on behalf of the Funds, and the Investment Adviser Adviser, provide responses as soon as reasonably practicable to reasonable requests made by such persons and Trusts officers maintain any appropriate interaction with each to promote the exchange of information. The Sub-adviser shall not be responsible for (i) voting any proxies or taking any action with respect to corporate action elections for proxies and corporate actions with respect to each of its Trustees, at the Subadvisers expense, reports on portfolio transactions and reports on issues of securities held by the FundFunds or (ii) for filing proofs of claim or otherwise participating in class action lawsuits with respect to securities held by the Funds, all in such detail as each of which shall be the Trust or responsibility of the Investment Adviser may reasonably requestAdviser. The Subadviser Sub-adviser shall maintain all books and records required by Rule 31a-1 under the 1940 Act relating to its responsibilities provided hereunder with respect to the FundFunds, and shall preserve such records for the periods and in a manner prescribed by Rule 31a-2 under the 1940 Act. The Subadviser Sub-adviser shall permit the Investment Adviser, the Funds Funds’ officers and its independent public accountants to inspect and audit such records at reasonable times during normal business hours upon due notice. If any occasion should arise in which the Subadviser Sub-adviser gives any advice to its clients concerning the shares of the FundFunds, the Subadviser Sub-adviser will act solely as investment counsel for such clients and not in any way on behalf of the FundFunds. The Subadvisers Sub-adviser’s services to the Fund Funds pursuant to this Agreement are not to be deemed to be exclusive, and it is understood that the Subadviser Sub-adviser may render investment advice, management and other services to others. The Sub-adviser is prohibited from consulting with any other subadviser to the Funds or any other subadviser to any other series of the Trust concerning the Funds’ transactions in securities or other assets, except for the purpose of complying with the conditions of Rule 12d3-1(a) and (b) under the 1940 Act.

Investment Advisory and Management Services. The Investment Adviser hereby appoints the Subadviser to serve as subadviser to the Fund and the Subadviser hereby accepts such appointment. Subject to the supervision of the Investment Adviser, Subadviser will regularly provide the Fund with investment advice and investment management services concerning the investments of the Fund. The Subadviser will determine what securities shall be purchased, held or sold by the Fund and what portion of the Funds Fund's assets shall be held uninvested in cash and cash equivalents, subject always to the provisions of the Trusts Trust’s Declaration of Trust and By-laws and the 1940 Act, and to the investment objectives, policies and restrictions applicable to the Fund (including, without limitation, the requirements of Subchapters L and M of the Internal Revenue Code of 1986, as amended) (the "Code"), as each of the same shall be from time to time in effect or set forth in the Funds Fund’s Prospectus and Statement of Additional Information, as well as any other investment guidelines or policies the Trust’s Board of Trustees (the “Board” or “Trustees”) or the Investment Adviser may from time to time establish and deliver in writing to the Subadviser. To carry out such determinations the Subadviser will exercise full discretion, subject to the preceding paragraph, and act for the Fund in the same manner and with the same force and effect as the Trust might or could do with respect to purchases, sales or other transactions, as well as with respect to all other things necessary or incidental to the furtherance or conduct of such purchases, sales or other transactions. Notwithstanding the foregoing, the Subadviser shall, upon written instructions from the Investment Adviser, effect such portfolio transactions for the Fund as the Investment Adviser may from time to time direct. Such instructions will be given in reasonable circumstances, including, without limitation, any termination of this Agreement. The Subadviser will also make its officers and employees available to meet with the officers of the Investment Adviser and the Trusts Trust’s officers and Trustees at least quarterly on due notice to review the investments and investment program of the Fund in the light of current and prospective economic and market conditions. From time to time as the Board of Trustees of the Trust or the Investment Adviser may reasonably request, the Subadviser will furnish to the Investment Adviser and Trusts Trust’s officers and to each of its Trustees, at the Subadvisers Subadviser's expense, reports on portfolio transactions and reports on issues of securities held by the Fund, all in such detail as the Trust or the Investment Adviser may reasonably request. The Subadviser will keep the Trust’s officers and the Investment Adviser informed of developments materially affecting the Fund’s holdings, and will, on its own initiative, furnish the Trust’s officers and the Investment Adviser from time to time with such information. The Subadviser agrees to immediately notify the Investment Adviser if the Subadviser believes that the market quotations are not readily available for any security held by the Fund or if the market price does not reflect the security’s fair value. In such instances, the Subadviser will provide assistance to the Investment Adviser, the Trust’s valuation committee and the Fund’s pricing agent in making determinations of the fair value of such portfolio securities in accordance with the Trust’s valuation procedures. In addition, the Subadviser will provide a quarterly certification, in the form provided by the Investment Adviser from time to time, that the Subadviser has managed the Fund in accordance with the provisions of this Agreement. The Subadviser acknowledges and agrees that the Investment Adviser may, in its discretion, provide such quarterly compliance certifications to the Board. The Subadviser agrees to correct promptly any failure on its part and to take any action that the Investment Adviser may reasonably request in connection with any breach of this Agreement. The Subadviser shall also provide the officers of the Fund with supporting certifications in connection with such certifications of the Fund’s financial statements and disclosure controls pursuant to the Sxxxxxxx-Xxxxx Act. The Subadviser will cooperate with and provide reasonable assistance to the Investment Adviser, the Fund’s custodian and foreign custodians, transfer agent and all other agents and representatives of the Trust and the Investment Adviser, keep all such persons fully informed as to such matters as they may reasonably deem necessary to the performance of their obligations to the Trust, on behalf of the Fund, and the Investment Adviser, provide prompt responses to reasonable requests made by such persons and maintain any appropriate interaction with each to promote the exchange of information. Unless and until otherwise directed in writing by the Investment Adviser or the Trust’s officers or Board, the Subadviser will be responsible for voting all proxies, including taking action with respect to corporate action elections for proxies and corporate actions communicated by the Fund or its agents to the Subadviser, with respect to the securities held by the Fund. Unless and until otherwise directed in writing by the Investment Adviser or the Trust’s officers or Board, the Subadviser shall use its best efforts to prepare and file in consultation with the Investment Adviser or the Trust’s officers proofs of claim and other documentation on behalf of the Fund as necessary to permit the Fund to participate in securities class action suits relating to any U.S. traded securities then held or previously held by the Fund. The Subadviser shall maintain all books and records required by subparagraphs (b)(5), (6), (7), (9), (10) and (11) and paragraph (f) of Rule 31a-1 under the 1940 Act relating to its responsibilities provided hereunder with respect to the Fund, and shall preserve such records for the periods and in a manner prescribed by Rule 31a-2 under the 1940 Act. The Subadviser shall permit the Investment Adviser, the Funds Fund's officers and its independent public accountants to inspect and audit such records at reasonable times during normal business hours upon due notice. If any occasion should arise in which the Subadviser gives any advice to its clients concerning the shares of the Fund, the Subadviser will act solely as investment counsel for such clients and not in any way on behalf of the Fund. The Subadvisers Subadviser's services to the Fund pursuant to this Agreement are not to be deemed to be exclusive, and it is understood that the Subadviser may render investment advice, management and other services to others. The Subadviser is prohibited from consulting with any other subadviser to any other series of the Trust concerning the Fund’s transactions in securities or other assets, except for the purpose of complying with the conditions of Rule 12d3-1(a) and (b) under the 1940 Act.

Investment Advisory and Management Services. The Investment Adviser -------------------------------------------- hereby appoints the Subadviser to serve as subadviser to the Fund and the Subadviser hereby accepts such appointment. Subject to the supervision of the Investment Adviser, Subadviser will regularly provide the Fund with investment advice and investment management services concerning the investments of the Fund. The Subadviser will determine what securities shall be purchased, held or sold by the Fund and what portion of the Funds Fund's assets shall be held uninvested in cash and cash equivalents, subject always to the provisions of the Trusts Trust's Declaration of Trust and By-laws and the 1940 Act, and to the investment objectives, policies and restrictions applicable to the Fund (including, without limitation, the requirements of Subchapters L and M of the Internal Revenue Code of 1986, as amended) (the "Code"), as each of the same shall be from time to time in effect or set forth in the Funds Fund's Prospectus and Statement of Additional Information, as well as any other investment guidelines or policies the Board of Trustees or the Investment Adviser may from time to time establish and deliver in writing to the Subadviser. To carry out such determinations the Subadviser will exercise full discretion, subject to the preceding paragraph, and act for the Fund in the same manner and with the same force and effect as the Trust might or could do with respect to purchases, sales or other transactions, as well as with respect to all other things necessary or incidental to the furtherance or conduct of such purchases, sales or other transactions. Notwithstanding the foregoing, the Subadviser shall, upon written instructions from the Investment Adviser, effect such portfolio transactions for the Fund as the Investment Adviser may from time to time direct. Such instructions will be given in reasonable circumstances, including, without limitation, any termination of this Agreement. The Subadviser will also make its officers and employees available to meet with the officers of the Investment Adviser and the Trusts Trust's officers and Trustees at least quarterly on due notice to review the investments and investment program of the Fund in the light of current and prospective economic and market conditions. From time to time as the Board of Trustees of the Trust or the Investment Adviser may reasonably request, the Subadviser will furnish to the Investment Adviser and Trusts Trust's officers and to each of its Trustees, at the Subadvisers Subadviser's expense, reports on portfolio transactions and reports on issues of securities held by the Fund, all in such detail as the Trust or the Investment Adviser may reasonably request. The Subadviser shall maintain all books and records required by Rule 31a-1 under the 1940 Act relating to its responsibilities provided hereunder with respect to the Fund, and shall preserve such records for the periods and in a manner prescribed by Rule 31a-2 under the 1940 Act. The Subadviser shall permit the Investment Adviser, the Funds each Fund's officers and its independent public accountants to inspect and audit such records at reasonable times during normal business hours upon due notice. If any occasion should arise in which the Subadviser gives any advice to its clients concerning the shares of the Fund, the Subadviser will act solely as investment counsel for such clients and not in any way on behalf of the Fund. The Subadvisers Subadviser's services to the Fund pursuant to this Agreement are not to be deemed to be exclusive, and it is understood that the Subadviser may render investment advice, management and other services to others.

Investment Advisory and Management Services. The Investment Adviser hereby appoints the Subadviser to serve as subadviser to the Fund Funds and the Subadviser hereby accepts such appointment. Subject to the supervision of the Investment Adviser, Subadviser will regularly provide the Fund Funds with investment advice and investment management services concerning the investments of the FundFunds. The Subadviser will determine what securities shall be purchased, held or sold by the Fund Funds and what portion of the Funds Funds' assets shall be held uninvested in cash and cash equivalents, subject always to the provisions of the Trusts Trust’s Declaration of Trust and By-laws and the 1940 Act, and to the investment objectives, policies and restrictions applicable to the Fund Funds (including, without limitation, the requirements of Subchapters L and M of the Internal Revenue Code of 1986, as amended) (the "Code"), as each of the same shall be from time to time in effect or set forth in the Funds Funds’ Prospectus and Statement of Additional Information, as well as any other investment guidelines or policies the Trust’s Board of Trustees (the “Board” or “Trustees”) or the Investment Adviser may from time to time establish and deliver in writing to the Subadviser. To carry out such determinations the Subadviser will exercise full discretion, subject to the preceding paragraph, and act for the Fund Funds in the same manner and with the same force and effect as the Trust might or could do with respect to purchases, sales or other transactions, as well as with respect to all other things necessary or incidental to the furtherance or conduct of such purchases, sales or other transactions. Notwithstanding the foregoing, the Subadviser shall, upon written instructions from the Investment Adviser, effect such portfolio transactions for the Fund Funds as the Investment Adviser may from time to time direct. Such instructions will be given in reasonable circumstances, including, without limitation, any termination of this Agreement. The Subadviser will also make its officers and employees available to meet with the officers of the Investment Adviser and the Trusts Trust’s officers and Trustees at least quarterly on due notice to review the investments and investment program of the Fund Funds in the light of current and prospective economic and market conditions. From time to time as the Board of Trustees of the Trust or the Investment Adviser may reasonably request, the Subadviser will furnish to the Investment Adviser and Trusts Trust’s officers and to each of its Trustees, at the Subadvisers Subadviser's expense, reports on portfolio transactions and reports on issues of securities held by relating to the Fundinvestment strategies it employs, all in such detail as the Trust or the Investment Adviser may reasonably request. In addition, the Subadviser will provide a quarterly certification, in the form provided by the Investment Adviser from time to time, that the Subadviser has managed the Funds in accordance with the provisions of this Agreement. The Subadviser acknowledges and agrees that the Investment Adviser may, in its discretion, provide such quarterly compliance certifications to the Board. The Subadviser agrees to correct promptly any failure on its part and to take any action that the Investment Adviser may reasonably request in connection with any breach of this Agreement. The Subadviser shall also provide the officers of the Funds with supporting certifications in connection with such certifications of the Funds’ financial statements and disclosure controls pursuant to the Sxxxxxxx-Xxxxx Act. The Subadviser will cooperate with and provide reasonable assistance to the Investment Adviser, the Funds’ custodian and foreign custodians, transfer agent and all other agents and representatives of the Trust and the Investment Adviser, keep all such persons fully informed as to such matters as they may reasonably deem necessary to the performance of their obligations to the Trust, on behalf of the Funds, and the Investment Adviser, provide prompt responses to reasonable requests made by such persons and maintain any appropriate interaction with each to promote the exchange of information. Unless and until otherwise directed in writing by the Investment Adviser or the Trust’s officers or Board, the Subadviser shall prepare and file in consultation with the Investment Adviser or the Trust’s officers proofs of claim and other documentation on behalf of the Funds as necessary to permit the Funds to participate in securities class action suits relating to securities then held or previously held by the Funds. The Subadviser shall maintain all books and records required by Rule 31a-1 under the 1940 Act relating to its responsibilities provided hereunder with respect to the FundFunds, and shall preserve such records for the periods and in a manner prescribed by Rule 31a-2 under the 1940 Act. The Subadviser shall permit the Investment Adviser, the Funds Funds' officers and its independent public accountants to inspect and audit such records at reasonable times during normal business hours upon due notice. If any occasion should arise in which the Subadviser gives any advice to its clients concerning the shares of the FundFunds, the Subadviser will act solely as investment counsel for such clients and not in any way on behalf of the FundFunds. The Subadvisers Subadviser's services to the Fund Funds pursuant to this Agreement are not to be deemed to be exclusive, and it is understood that the Subadviser may render investment advice, management and other services to others. The Subadviser is prohibited from consulting with any other subadviser to any other series of the Trust concerning the Funds’ transactions in securities or other assets, except for the purpose of complying with the conditions of Rule 12d3-1(a) and (b) under the 1940 Act.

Investment Advisory and Management Services. The Investment Adviser Fund hereby appoints engages HL Advisors, and HL Advisors hereby agrees to act, as investment adviser for, and to manage the Subadviser affairs, business and the investment of the assets of the Series of the Fund identified in Exhibit A. Each such Series is herein individually referred to serve as subadviser a "Series," and the Series are herein collectively referred to as the "Series." The investment of the assets of the Series shall at all times be subject to the applicable provisions of the Articles of Incorporation and By-laws of the Fund and the Subadviser hereby accepts such appointment. Subject current Registration Statement (including the Prospectus and Statement of Additional Information) of the Series and shall conform to the supervision policies and restrictions of the Investment Adviser, Subadviser will regularly provide Series as set forth in such Registration Statement and any additional limitations as may be adopted from time to time by the Board of Directors of the Fund and communicated to HL Advisors. Within the framework of the investment policies, restrictions and limitations of the Series, HL Advisors shall have the sole and exclusive responsibility for the management of the Series and the making and execution of all investment decisions for the Series, provided that: HL Advisors may, at its option and expense, with respect to each Series, appoint a sub-adviser or sub-advisers, which shall assume such responsibilities and obligations of HL Advisors pursuant to this Investment Advisory and Management Agreement as shall be delegated to the sub-adviser or sub-advisers; provided, however, that any discretionary investment advice decisions made by a sub-adviser on behalf of any of the series shall be subject to approval or ratification by HL Advisors, and, notwithstanding any delegation of responsibilities and obligations to a sub-adviser, HL Advisors shall retain the right, in its discretion, to make investment management services concerning decisions for the Series. Any appointment of a sub-adviser and assumption of responsibilities and obligations of HL Advisors by such sub-adviser shall be subject to approval by the Board of Directors of the Fund and, to the extent (if any) required by law, by the shareholders of the Series. Any appointment of a sub-adviser for a Series pursuant hereto shall in no way limit or diminish HL Advisors' obligations and responsibilities under this Investment Advisory and Management Agreement, and HL Advisors shall be responsible for monitoring compliance by the sub-adviser(s) with the investment policies, restrictions, and limitations on the Series, and will also be responsible for ensuring that the Series are managed in a way so that: (1) they meet the requirements of Subchapter M of the Internal Revenue Code to be taxed as a regulated investment company; and (2) they comply with the provisions of Section 817(h) of the Internal Revenue Code, and the regulations promulgated thereunder. HL Advisors shall report to the Board of Directors regularly at such times and in such detail as the Board may from time to time determine to be appropriate, in order to permit the Board to determine the adherence of HL Advisors to the investment policies, restrictions and limitations of such Series. HL Advisors shall, at its own expense, furnish the Fund suitable office space, and all necessary office facilities, equipment and personnel for servicing the investments of the Fund. The Subadviser will determine what securities HL Advisors shall be purchasedarrange, held or sold if required by the Fund, for officers, employees, or other affiliates of HL Advisors to serve without compensation from the Fund and what portion as directors, officers, or employees of the Funds assets shall be held uninvested in cash and cash equivalents, subject always Fund if duly elected to such positions by the provisions shareholders or directors of the Trusts Declaration Fund. HL Advisors shall create and maintain all reports, books and records relating to its activities and obligations under this Agreement in such a manner as will meet the obligations of Trust the Fund under the Investment Company Act of 1940, applicable federal and By-state tax and insurance laws and the 1940 Act, regulations and to the investment objectives, policies and restrictions any other law or regulation which may be or become applicable to the Fund (includingFund. All such reports, without limitationbooks and records shall be the property of the Fund. Furthermore, such reports, books and records shall at all times be available for copying and otherwise open to inspection and audit by the Securities and Exchange Commission, banking and insurance regulators and other authorities and regulators having authority over the Fund, and by officers and employees of, and auditors employed by, the requirements of Subchapters L and M of the Internal Revenue Code of 1986, as amended) (the Code), as each of the same shall be from time to time in effect or set forth in the Funds Prospectus and Statement of Additional Information, as well as any other investment guidelines or policies the Board of Trustees or the Investment Adviser may from time to time establish and deliver in writing to the SubadviserFund. To carry out such determinations the Subadviser will exercise full discretion, subject to the preceding paragraph, and act for the Fund in the same manner and with the same force and effect as the Trust might or could do with respect to purchases, sales or other transactions, as well as with respect to all other things necessary or incidental to the furtherance or conduct of such purchases, sales or other transactions. Notwithstanding the foregoing, the Subadviser shallHL Advisors hereby further agrees that, upon written instructions from the Investment Adviser, effect such portfolio transactions for the Fund as the Investment Adviser may from time to time direct. Such instructions will be given in reasonable circumstances, including, without limitation, any termination of this Agreement. The Subadviser will also make its officers and employees available to meet with the officers of the Investment Adviser and the Trusts officers and Trustees at least quarterly on due notice to review the investments and investment program of the Fund in the light of current and prospective economic and market conditions. From time to time as the Board of Trustees of the Trust or the Investment Adviser may reasonably request, the Subadviser will furnish to the Investment Adviser and Trusts officers and to each of its Trustees, at the Subadvisers expense, reports on portfolio transactions and reports on issues of securities held by the Fund, all in such detail as the Trust or the Investment Adviser may reasonably request. The Subadviser shall maintain all reports, books and records required by Rule 31a-1 pertaining to HL Advisors' activities under the 1940 Act relating to its responsibilities provided hereunder with respect to the Fund, this Agreement shall be promptly segregated and shall preserve such records for the periods and in a manner prescribed by Rule 31a-2 under the 1940 Act. The Subadviser shall permit the Investment Adviser, the Funds officers and its independent public accountants to inspect and audit such records at reasonable times during normal business hours upon due notice. If any occasion should arise in which the Subadviser gives any advice to its clients concerning the shares of the Fund, the Subadviser will act solely as investment counsel for such clients and not in any way on behalf of the Fund. The Subadvisers services returned to the Fund pursuant to this Agreement are not to be deemed to be exclusive, and it is understood that the Subadviser may render investment advice, management and other services to othersfree from any claim or retention of rights by HL Advisors.

Investment Advisory and Management Services. The Investment Adviser hereby appoints the Subadviser Sub-adviser to serve as a subadviser to the Fund Funds or, where the Funds have multiple subadvisers (as determined by the Investment Adviser from time to time), a discrete portion of the Funds, and the Subadviser Sub-adviser hereby accepts such appointment. References to “Funds” herein include a discrete portion of the Funds, as applicable. Subject to the supervision of the Investment Adviser, Subadviser Sub-adviser will regularly provide the Fund Funds with investment advice and investment management services concerning the investments of the FundFunds. The Subadviser Sub-adviser will determine what securities or instruments shall be purchased, held or sold by the Fund Funds and what portion of the Funds each Fund’s assets shall be held uninvested in cash and cash equivalents, subject always to the provisions of the Trusts Trust’s Declaration of Trust and By-laws and the 1940 Act, and to the investment objectives, policies and restrictions applicable to the Fund Funds (including, without limitation, the requirements of Subchapters L Sections 817(h) and M 851(b)(3) of the Internal Revenue Code of 1986, as amendedamended based solely on information provided by the fund’s administrator, custodian or other service providers) (the "Code"), as each of the same shall be from time to time in effect or set forth in the Funds Funds’ Prospectus and Statement of Additional Information, as well as any other investment guidelines or policies the Trust’s Board of Trustees (the “Board” or “Trustees”) or the Investment Adviser may from time to time establish and deliver in writing to the SubadviserSub-adviser prior to the effective date thereof. To carry out The Investment Adviser acknowledges that the Sub-adviser is not the tax agent for the Funds. The Investment Adviser agrees and acknowledges that the Sub-adviser may from time to time, subject to the approval of the Adviser and the Board, to the extent permitted by applicable law, appoint one or more sub-sub-advisers, including, without limitation, affiliates of the Sub-adviser, to perform investment advisory services with respect to the Funds; provided, however, that the compensation of such determinations person or persons shall be paid by the Subadviser Sub-adviser and that the Sub-adviser shall be fully responsible to the Trust for the acts and omissions of any sub-sub-adviser as it is for its own acts and omissions. The Sub-adviser may, as permitted by rule, regulation or position of the staff of the Securities and Exchange Commission, utilize the personnel of its affiliates including foreign affiliates, in providing services under this Agreement, provided that Sub-Adviser remains solely responsible for the provision of services under this Agreement. The Sub-adviser will exercise full discretiondiscretion with respect to the investment and reinvestment of the assets of the Funds, subject to the preceding paragraph, and act for the Fund Funds in the same manner and with the same force and effect as the Trust might or could do with respect to purchases, sales or other transactions, as well as with respect to all other things necessary or incidental to the furtherance or conduct of such purchases, sales or other transactions. Notwithstanding the foregoing, the Subadviser Sub-adviser shall, upon written instructions from the Investment Adviser, effect such portfolio transactions for the Fund Funds as the Investment Adviser may from time to time reasonably direct. Such instructions will be given in reasonable circumstances, including, without limitation, any termination of this Agreement. The Subadviser Sub-adviser will also make its officers and employees available to meet with the officers of the Investment Adviser and the Trusts Trust’s officers and Trustees at least quarterly on due notice to review the investments and investment program of the Fund Funds in the light of current and prospective economic and market conditions. From time to time as the Board of Trustees of the Trust or the Investment Adviser may reasonably request, the Subadviser Sub-adviser will furnish to the Investment Adviser and Trusts Trust’s officers and to each of its Trustees, at the Subadvisers Sub-adviser's expense, reports on portfolio transactions and reports on issues of securities or instruments held by the FundFunds, all in such detail as the Trust or the Investment Adviser may reasonably request. The Subadviser Sub-Adviser shall provide reasonable assistance to the Investment Adviser as to the determination of the fair value of certain investments where market quotations are not readily available for purposes of calculating net asset value of the Funds in accordance with valuation procedures and methods established by the Trust provided that the Sub-adviser shall not be deemed to be the valuation agent for the Funds. In addition, the Sub-adviser will not be liable for any loss arising out of any assistance provided by the Sub-adviser to the Investment Adviser in relation to the determination of the fair value of certain investments. In addition, the Sub-adviser will provide a quarterly certification, in the form provided by the Investment Adviser from time to time, that the Sub-adviser has managed the Funds in accordance with the provisions of this Agreement. The Sub-adviser acknowledges and agrees that the Investment Adviser may, in its discretion, provide such quarterly compliance certifications to the Board. The Sub-adviser shall also, upon the reasonable request of the Investment Adviser, provide the officers of the Funds with supporting certifications in connection with such certifications of the Funds’ financial statements and disclosure controls pursuant to the Xxxxxxxx-Xxxxx Act. The Sub-adviser will cooperate with and provide reasonable assistance to the Investment Adviser, the Funds’ custodian and foreign custodians, transfer agent and all other agents and representatives of the Trust and the Investment Adviser, will endeavor to keep all such persons fully informed as to such matters as they may reasonably deem necessary to the performance of their obligations to the Trust, on behalf of the Funds, and the Investment Adviser, provide responses as soon as reasonably practicable to reasonable requests made by such persons and maintain any appropriate interaction with each to promote the exchange of information. Unless and until otherwise directed in writing by the Investment Adviser or the Trust’s officers or Board, the Sub-adviser will be responsible for voting all proxies, including taking action with respect to corporate action elections for proxies and corporate actions communicated by the Funds or its agents to the Sub-adviser, with respect to securities held by the Funds. The Sub-adviser shall not be responsible for filing proofs of claim or otherwise participating in class action lawsuits with respect to securities held by the Funds. In the event the Investment Adviser or custodian engages in securities lending activities on behalf of a Fund, the Sub-adviser will not be a party to or aware of such lending activities. It is understood that Sub-adviser shall not be responsible for settlement delay or failure, corporate action failure or any related costs or loss due to such lending activities. The Sub-adviser shall maintain all books and records required by Rule 31a-1 under the 1940 Act relating to its responsibilities provided hereunder with respect to the FundFunds, and shall preserve such records for the periods and in a manner prescribed by Rule 31a-2 under the 1940 Act. The Subadviser Sub-adviser shall permit the Investment Adviser, the Funds Funds' officers and its independent public accountants to inspect and audit such records at reasonable times during normal business hours upon due notice. If any occasion should arise in which the Subadviser Sub-adviser gives any advice to its clients concerning the shares of the FundFunds, the Subadviser Sub-adviser will act solely as investment counsel for such clients and not in any way on behalf of the FundFunds. The Subadvisers Sub-adviser's services to the Fund Funds pursuant to this Agreement are not to be deemed to be exclusive, and it is understood that the Subadviser Sub-adviser may render investment advice, management and other services to others. The Sub-adviser is prohibited from consulting with any other subadviser to the Funds or any other subadviser to any other series of the Trust concerning the Funds’ transactions in securities or other assets, except for the purpose of complying with the conditions of Rule 12d3-1(a) and (b) under the 1940 Act.

Investment Advisory and Management Services. The Investment Adviser hereby appoints the Subadviser to serve as subadviser to the Fund and the Subadviser hereby accepts such appointment. Subject to the supervision of the Investment Adviser, Subadviser will regularly provide the Fund with investment advice and investment management services concerning the investments of the Fund. The Subadviser will determine what securities shall be purchased, held or sold by the Fund and what portion of the Funds Fund's assets shall be held uninvested in cash and cash equivalents, subject always to the provisions of the Trusts Trust’s Declaration of Trust and By-laws and the 1940 Act, and to the investment objectives, policies and restrictions applicable to the Fund (including, without limitation, the requirements of Subchapters L and M of the Internal Revenue Code of 1986, as amended) (the "Code"), as each of the same shall be from time to time in effect or set forth in the Funds Fund’s Prospectus and Statement of Additional Information, as well as any other investment guidelines or policies the Trust’s Board of Trustees (the “Board” or “Trustees”) or the Investment Adviser may from time to time establish and deliver in writing to the Subadviser. To carry out such determinations the Subadviser will exercise full discretion, subject to the preceding paragraph, and act for the Fund in the same manner and with the same force and effect as the Trust might or could do with respect to purchases, sales or other transactions, as well as with respect to all other things necessary or incidental to the furtherance or conduct of such purchases, sales or other transactions. Notwithstanding the foregoing, the Subadviser shall, upon written instructions from the Investment Adviser, effect such portfolio transactions for the Fund as the Investment Adviser may from time to time direct. Such instructions will be given in reasonable circumstances, including, without limitation, any termination of this Agreement. The Subadviser will also make its officers and employees available to meet with the officers of the Investment Adviser and the Trusts Trust’s officers and Trustees at least quarterly on due notice to review the investments and investment program of the Fund in the light of current and prospective economic and market conditions. From time to time as the Board of Trustees of the Trust or the Investment Adviser may reasonably request, the Subadviser will furnish to the Investment Adviser and Trusts Trust’s officers and to each of its Trustees, at the Subadvisers Subadviser's expense, reports on portfolio transactions and reports on issues of securities held by the Fund, all in such detail as the Trust or the Investment Adviser may reasonably request. The Subadviser will keep the Trust’s officers and the Investment Adviser informed of developments materially affecting the Fund’s holdings, and will, on its own initiative, furnish the Trust’s officers and the Investment Adviser from time to time with such information. The Subadviser agrees to immediately notify the Investment Adviser if the Subadviser believes that the market quotations are not readily available for any security held by the Fund or if the market price does not reflect the security’s fair value. In such instances, the Subadviser will provide assistance to the Investment Adviser, the Trust’s valuation committee and the Fund’s pricing agent in making determinations of the fair value of such portfolio securities in accordance with the Trust’s valuation procedures; provided, however, that the parties acknowledge that the Subadviser is not the fund accounting agent for the Fund and is not responsible for pricing determinations or calculations and any information provided pursuant to this paragraph by Subadviser will be provided for information purposes only. In addition, the Subadviser will provide a quarterly certification, in the form provided by the Investment Adviser from time to time, that the Subadviser has managed the Fund in accordance with the provisions of this Agreement. The Subadviser acknowledges and agrees that the Investment Adviser may, in its discretion, provide such quarterly compliance certifications to the Board. The Subadviser agrees to correct promptly any failure on its part and to take any action that the Investment Adviser may reasonably request in connection with any breach of this Agreement. The Subadviser shall also provide the officers of the Fund with supporting certifications in connection with such certifications of the Fund’s financial statements and disclosure controls pursuant to the Sxxxxxxx-Xxxxx Act. The Subadviser will cooperate with and provide reasonable assistance to the Investment Adviser, the Fund’s custodian and foreign custodians, transfer agent and all other agents and representatives of the Trust and the Investment Adviser, keep all such persons fully informed as to such matters as they may reasonably deem necessary to the performance of their obligations to the Trust, on behalf of the Fund, and the Investment Adviser, provide prompt responses to reasonable requests made by such persons and maintain any appropriate interaction with each to promote the exchange of information. Unless and until otherwise directed in writing by the Investment Adviser or the Trust’s officers or Board, the Subadviser will be responsible for voting all proxies, including taking action with respect to corporate action elections for proxies and corporate actions communicated by the Fund or its agents to the Subadviser, with respect to the securities held by the Fund. Unless and until otherwise directed in writing by the Investment Adviser or the Trust’s officers or Board, the Subadviser shall prepare and file in consultation with the Investment Adviser or the Trust’s officers proofs of claim and other documentation on behalf of the Fund as necessary to permit the Fund to participate in securities class action suits relating to securities then held or previously held by the Fund. The Subadviser shall maintain all books and records required by Rule 31a-1 under the 1940 Act relating to its responsibilities provided hereunder with respect to the Fund, and shall preserve such records for the periods and in a manner prescribed by Rule 31a-2 under the 1940 Act. The Subadviser shall permit the Investment Adviser, the Funds Fund's officers and its independent public accountants to inspect and audit such records at reasonable times during normal business hours upon due notice. If any occasion should arise in which the Subadviser gives any advice to its clients concerning the shares of the Fund, the Subadviser will act solely as investment counsel for such clients and not in any way on behalf of the Fund. The Subadvisers Subadviser's services to the Fund pursuant to this Agreement are not to be deemed to be exclusive, and it is understood that the Subadviser may render investment advice, management and other services to others. The Subadviser is prohibited from consulting with any other subadviser to any other series of the Trust concerning the Fund’s transactions in securities or other assets, except for the purpose of complying with the conditions of Rule 12d3-1(a) and (b) under the 1940 Act.

Investment Advisory and Management Services. The Investment Company hereby engages the Adviser, and the Adviser hereby appoints agrees to act as investment adviser for, and to manage the Subadviser affairs, business and the investment of the assets of the Voyageur Financial Institutions ("VFI") Short Duration Portfolio series of the Company (the "Fund"). The investment of the assets of the Fund shall at all times be subject to serve as subadviser to the applicable provisions of the Articles of Incorporation and Bylaws of the Company and the Registration Statement on Form N1-A of the Fund and any representations contained in the Subadviser hereby accepts such appointment. Subject Prospectus and Statement of Additional Information of the Fund and shall conform to the supervision policies and purposes of the Investment AdviserFund as set forth in such Registration Statement, Subadviser will regularly provide Prospectus and Statement of Additional Information and (a) as interpreted from time to time by the Board of Directors of the Company and (b) as may be amended or limited from time to time by such Board of Directors and/or the shareholders of the Fund as permitted by the Investment Company Act of 1940, as amended. Within the framework of the investment policies of the Fund, and subject to such other limitations and directions as the Board of Directors may from time to time prescribe, the Adviser shall have the sole and exclusive responsibility for the management of the Fund's assets and the making and execution of all investment decisions for the Fund. The Adviser shall report to the Board of Directors of the Company regularly at such times and in such detail as the Board may from time to time determine to be appropriate, in order to permit the Board to determine the adherence of the Adviser to the investment policies of the Fund. The Adviser shall, at its own expense, furnish the Company with investment advice suitable office space, and investment management services concerning all necessary office facilities, equipment and personnel for servicing the investments of the Fund. The Subadviser will determine what securities Adviser shall be purchasedarrange, held or sold if requested by the Fund and what portion of the Funds assets shall be held uninvested in cash and cash equivalentsCompany, subject always to the provisions of the Trusts Declaration of Trust and By-laws and the 1940 Actfor officers, and to the investment objectives, policies and restrictions applicable to the Fund (including, without limitation, the requirements of Subchapters L and M of the Internal Revenue Code of 1986, as amended) (the Code), as each of the same shall be from time to time in effect or set forth in the Funds Prospectus and Statement of Additional Information, as well as any other investment guidelines or policies the Board of Trustees or the Investment Adviser may from time to time establish and deliver in writing to the Subadviser. To carry out such determinations the Subadviser will exercise full discretion, subject to the preceding paragraph, and act for the Fund in the same manner and with the same force and effect as the Trust might or could do with respect to purchases, sales employees or other transactions, Affiliated Persons (as well as with respect to all other things necessary or incidental to the furtherance or conduct of such purchases, sales or other transactions. Notwithstanding the foregoing, the Subadviser shall, upon written instructions from the Investment Adviser, effect such portfolio transactions for the Fund as the Investment Adviser may from time to time direct. Such instructions will be given defined in reasonable circumstances, including, without limitation, any termination of this Agreement. The Subadviser will also make its officers and employees available to meet with the officers Section 2(a)(3) of the Investment Adviser Company Act of 1940, as amended and the Trusts officers rules, regulations and Trustees at least quarterly on due notice to review the investments and investment program releases relating thereto) of the Adviser to serve without compensation from the Company as directors, officers or employees of the Company if duly elected to such positions by Fund shareholders or directors of the Company. The Adviser hereby acknowledges that all records necessary in the light of current and prospective economic and market conditions. From time to time as the Board of Trustees of the Trust or the Investment Adviser may reasonably request, the Subadviser will furnish to the Investment Adviser and Trusts officers and to each of its Trustees, at the Subadvisers expense, reports on portfolio transactions and reports on issues of securities held by the Fund, all in such detail as the Trust or the Investment Adviser may reasonably request. The Subadviser shall maintain all books and records required by Rule 31a-1 under the 1940 Act relating to its responsibilities provided hereunder with respect to the Fund, and shall preserve such records for the periods and in a manner prescribed by Rule 31a-2 under the 1940 Act. The Subadviser shall permit the Investment Adviser, the Funds officers and its independent public accountants to inspect and audit such records at reasonable times during normal business hours upon due notice. If any occasion should arise in which the Subadviser gives any advice to its clients concerning the shares operation of the Fund, including records pertaining to its shareholders and investments, are the Subadviser will act solely as investment counsel for such clients and not in any way on behalf property of the Fund. The Subadvisers Company, and in the event that a transfer of management or investment advisory services to someone other than the Fund pursuant to this Agreement are not to be deemed to be exclusiveAdviser should ever occur, the Adviser will promptly, and it is understood that at its own cost, take all steps necessary to segregate such records and deliver them to the Subadviser may render investment advice, management and other services to othersCompany.

Investment Advisory and Management Services. The Subject to and in accordance with the provisions hereof, the Investment Adviser hereby appoints the Subadviser to serve as subadviser sub-investment adviser to perform the various investment advisory and other services for the Portfolio set forth herein and, subject to the Fund restrictions set forth herein, hereby delegates to the Subadviser the authority vested in the Investment Adviser pursuant to the Advisory Agreement to the extent necessary to enable the Subadviser to perform its obligations under this Agreement, and the Subadviser hereby accepts such appointment. Subject to the supervision and control of the Investment AdviserAdviser and the Board of Trustees, the Subadviser will regularly provide the Fund Portfolio with investment advice and investment management services concerning the investments of the FundPortfolio. The Subadviser will determine what securities shall be purchased, held held, sold or sold reinvested by the Fund Portfolio and what portion of the Funds Portfolio's assets shall be held uninvested in cash and cash equivalents, subject always to at all times to: (i) the provisions of the Trusts Trust's Declaration of Trust and By-laws and laws, (ii) the requirements of the 1940 Act, and to the rules and regulations thereunder, (iii) the investment objectives, policies and restrictions applicable to the Fund Portfolio (including, without limitation, the requirements of Subchapters L and M provisions of the Internal Revenue Code of 1986, as amended) amended (the 'Code') applicable to regulated investment companies), as each of the same shall be from time to time in effect or set forth in the Funds Portfolio's Prospectus and Statement of Additional Information, as well as and (iv) any other investment guidelines guidelines, policies or policies limitations the Board of Trustees or the Investment Adviser may from time to time establish and deliver in writing to the Subadviser. To carry out such determinations the Subadviser will exercise full discretion, subject to the preceding paragraph, and act for the Fund Portfolio in the same manner and with the same force and effect as the Trust might or could do with respect to purchases, sales or other transactions, as well as with respect to all other things necessary or incidental to the furtherance or conduct of such purchases, sales or other transactions. Notwithstanding the foregoing, the Subadviser shall, upon written instructions from the Investment Adviser, effect such portfolio transactions for the Fund as the Investment Adviser may from time to time direct. Such instructions will be given in reasonable circumstances, including, without limitation, any termination of this Agreement. The Subadviser will also make its officers and employees available to meet with the officers of the Investment Adviser and the Trusts Trust's officers and Trustees at least quarterly on due notice to review the investments and investment program of the Fund Portfolio in the light of current and prospective economic and market conditions. In addition, the Subadviser shall, on the Subadviser's own initiative, and as reasonably requested by the Investment Adviser, for itself and on behalf of the Portfolio, furnish to the Investment Adviser from time to time whatever information the Investment Adviser reasonably believes appropriate for this purpose. From time to time as the Board of Trustees of the Trust or the Investment Adviser may reasonably request, the Subadviser will furnish to the Investment Adviser and Trusts Trust's officers and to each of its Trustees, at the Subadvisers Subadviser's expense, reports on portfolio transactions and reports on issues issuers of securities held by the FundPortfolio, all in such detail as the Trust or the Investment Adviser may reasonably request. In addition, the Subadviser shall provide advice and assistance to the Investment Adviser as to the determination of the value of securities held or to be acquired by the Portfolio for valuation purposes in accordance with the process described in the Portfolio's current Prospectus or Statement of Additional Information. The Subadviser shall maintain all accounts, books and records as required by Rule 31a-1 under of an investment adviser of a registered investment company pursuant to the 1940 Act and the rules and regulations thereunder relating to its responsibilities provided hereunder with respect to the FundPortfolio, and shall preserve such records for the periods and in a manner prescribed by Rule 31a-2 under the 1940 ActAct and the rules and regulations thereunder. The Subadviser shall maintain and enforce adequate security procedures with respect to all materials, records, documents and data relating to any of its responsibilities pursuant to this Agreement including all means for the effecting of securities transactions. The Subadviser agrees that all such records are the property of the Trust, and will be surrendered to the Trust promptly upon request. The Subadviser shall permit the Investment Adviser, the Funds Portfolio's officers and its independent public accountants to inspect and audit such records pertaining to the Portfolio at reasonable times during normal business hours upon due notice. In the performance of its duties hereunder, the Subadviser is and shall be an independent contractor and, except as expressly provided for herein or otherwise expressly provided or authorized in writing by the Investment Adviser, shall have no authority to act for or represent any Portfolio or the Trust in any way or otherwise be deemed to be an agent of any Portfolio, the Trust or of the Investment Adviser. If any occasion should arise in which the Subadviser gives any advice to its clients concerning the shares of the FundPortfolio, the Subadviser will act solely as investment counsel for such clients and not in any way on behalf of the FundPortfolio. The Subadvisers Subadviser's services to the Fund Portfolio pursuant to this Agreement are not to be deemed to be exclusive, and it is understood that the Subadviser may render investment advice, management and other services to others. Subject to and in accordance with the provisions hereof and any direction of the Board of Trustees, the Subadviser shall vote, pursuant to procedures set forth and described to the Trustees, all proxies solicited by or with respect to issuers of securities in which the assets of the Portfolio may be invested from time to time.

Investment Advisory and Management Services. The Investment Adviser hereby appoints the Subadviser to serve as subadviser to the Fund and the Subadviser hereby accepts such appointment. Subject to the supervision of the Investment Adviser, Subadviser will regularly provide the Fund with investment advice and investment management services concerning the investments of the Fund. The Subadviser will determine what securities shall be purchased, held or sold by the Fund and what portion of the Funds Fund’s assets shall be held uninvested in cash and cash equivalents, subject always to the provisions of the Trusts Trust’s Declaration of Trust and By-laws and the 1940 Act, and to the investment objectives, policies and restrictions applicable to the Fund (including, without limitation, the requirements of Subchapters L and M of the Internal Revenue Code of 1986, as amended) (the “Code”), as each of the same shall be from time to time in effect or set forth in the Funds Fund’s Prospectus and Statement of Additional Information, as well as any other investment guidelines or policies the Trust’s Board of Trustees (the “Board” or “Trustees”) or the Investment Adviser may from time to time establish and deliver in writing to the Subadviser. To carry out such determinations the Subadviser will exercise full discretion, subject to the preceding paragraph, and act for the Fund in the same manner and with the same force and effect as the Trust might or could do with respect to purchases, sales or other transactions, as well as with respect to all other things necessary or incidental to the furtherance or conduct of such purchases, sales or other transactions. Notwithstanding the foregoing, the Subadviser shall, upon written instructions from the Investment Adviser, effect such portfolio transactions for the Fund as the Investment Adviser may from time to time direct. Such instructions will be given in reasonable circumstances, including, without limitation, any termination of this Agreement. The Subadviser will also make its officers and employees available to meet with the officers of the Investment Adviser and the Trusts Trust’s officers and Trustees at least quarterly on due notice to review the investments and investment program of the Fund in the light of current and prospective economic and market conditions. From time to time as the Board of Trustees of the Trust or the Investment Adviser may reasonably request, the Subadviser will furnish to the Investment Adviser and Trusts Trust’s officers and to each of its Trustees, at the Subadvisers Subadviser’s expense, reports on portfolio transactions and reports on issues of securities held by the Fund, all in such detail as the Trust or the Investment Adviser may reasonably request. The Subadviser will keep the Trust’s officers and the Investment Adviser informed of developments materially affecting the Fund’s holdings, and will, on its own initiative, furnish the Trust’s officers and the Investment Adviser from time to time with such information. The Subadviser agrees to immediately notify the Investment Adviser if the Subadviser believes that the market quotations are not readily available for any security held by the Fund or if the market price does not reflect the security’s fair value. In such instances, the Subadviser will provide assistance to the Investment Adviser, the Trust’s valuation committee and the Fund’s pricing agent in making determinations of the fair value of such portfolio securities in accordance with the Trust’s valuation procedures. In addition, the Subadviser will provide a quarterly certification, in the form provided by the Investment Adviser from time to time, that the Subadviser has managed the Fund in accordance with the provisions of this Agreement. The Subadviser acknowledges and agrees that the Investment Adviser may, in its discretion, provide such quarterly compliance certifications to the Board. The Subadviser agrees to correct promptly any failure on its part and to take any action that the Investment Adviser may reasonably request in connection with any breach of this Agreement. The Subadviser shall also provide the officers of the Fund with supporting certifications in connection with such certifications of the Fund’s financial statements and disclosure controls pursuant to the Xxxxxxxx-Xxxxx Act. The Subadviser will cooperate with and provide reasonable assistance to the Investment Adviser, the Fund’s custodian and foreign custodians, transfer agent and all other agents and representatives of the Trust and the Investment Adviser, keep all such persons fully informed as to such matters as they may reasonably deem necessary to the performance of their obligations to the Trust, on behalf of the Fund, and the Investment Adviser, provide prompt responses to reasonable requests made by such persons and maintain any appropriate interaction with each to promote the exchange of information. Unless and until otherwise directed in writing by the Investment Adviser or the Trust’s officers or Board, the Subadviser will be responsible for voting all proxies, including taking action with respect to corporate action elections for proxies and corporate actions communicated by the Fund or its agents to the Subadviser, with respect to the securities held by the Fund. Unless and until otherwise directed in writing by the Investment Adviser or the Trust’s officers or Board, the Subadviser shall prepare and file in consultation with the Investment Adviser or the Trust’s officers proofs of claim and other documentation on behalf of the Fund as necessary to permit the Fund to participate in securities class action suits relating to securities then held or previously held by the Fund. The Subadviser shall maintain all books and records required by Rule 31a-1 under the 1940 Act relating to its responsibilities provided hereunder with respect to the Fund, and shall preserve such records for the periods and in a manner prescribed by Rule 31a-2 under the 1940 Act. The Subadviser shall permit the Investment Adviser, the Funds Fund’s officers and its independent public accountants to inspect and audit such records at reasonable times during normal business hours upon due notice. If any occasion should arise in which the Subadviser gives any advice to its clients concerning the shares of the Fund, the Subadviser will act solely as investment counsel for such clients and not in any way on behalf of the Fund. The Subadvisers Subadviser’s services to the Fund pursuant to this Agreement are not to be deemed to be exclusive, and it is understood that the Subadviser may render investment advice, management and other services to others. The Subadviser is prohibited from consulting with any other subadviser to any other series of the Trust concerning the Fund’s transactions in securities or other assets, except for the purpose of complying with the conditions of Rule 12d3-1(a) and (b) under the 1940 Act.

Investment Advisory and Management Services. The Investment Adviser hereby appoints the Subadviser to serve as subadviser to the Fund and the Subadviser hereby accepts such appointment. Subject to the supervision of the Investment Adviser, Subadviser will regularly provide the Fund with investment advice and investment management services concerning the investments of the Fund. The Subadviser will determine what securities shall be purchased, held or sold by the Fund and what portion of the Funds Fund’s assets shall be held uninvested in cash and cash equivalents, subject always to the provisions of the Trusts Trust’s Declaration of Trust and By-laws and the 1940 Act, and to the investment objectives, policies and restrictions applicable to the Fund (including, without limitation, the requirements of Subchapters L and M of the Internal Revenue Code of 1986, as amended) (the “Code”), as each of the same shall be from time to time in effect or set forth in the Funds Fund’s Prospectus and Statement of Additional Information, as well as any other investment guidelines or policies the Trust’s Board of Trustees (the “Board” or “Trustees”) or the Investment Adviser may from time to time establish and deliver in writing to the Subadviser. To carry out such determinations the Subadviser will exercise full discretion, subject to the preceding paragraph, and act for the Fund in the same manner and with the same force and effect as the Trust might or could do with respect to purchases, sales or other transactions, as well as with respect to all other things necessary or incidental to the furtherance or conduct of such purchases, sales or other transactions. Notwithstanding the foregoing, the Subadviser shall, upon written instructions from the Investment Adviser, effect such portfolio transactions for the Fund as the Investment Adviser may from time to time direct. Such instructions will be given in reasonable circumstances, including, without limitation, in the case of any termination of this Agreement. The Subadviser will also make its officers and employees available to meet with the officers of the Investment Adviser and the Trusts Trust’s officers and Trustees at least quarterly on due notice to review the investments and investment program of the Fund in the light of current and prospective economic and market conditions. From time to time as the Board of Trustees of the Trust or the Investment Adviser may reasonably request, the Subadviser will furnish to the Investment Adviser and Trusts Trust’s officers and to each of its Trustees, at the Subadvisers Subadviser’s expense, reports on portfolio transactions and reports on issues of securities held by the Fund, all in such detail as the Trust or the Investment Adviser may reasonably request. The Subadviser will keep the Trust’s officers and the Investment Adviser informed of developments materially affecting the Fund’s holdings, and will, on its own initiative, furnish the Trust’s officers and the Investment Adviser from time to time with such information. The Subadviser agrees to immediately notify the Investment Adviser if the Subadviser believes that the market quotations are not readily available for any security held by the Fund or if the market price does not reflect the security’s fair value. In such instances, the Subadviser will provide assistance to the Investment Adviser, the Trust’s valuation committee and the Fund’s pricing agent in making determinations of the fair value of such portfolio securities in accordance with the Trust’s valuation procedures. In addition, the Subadviser will provide a quarterly certification, in the form provided by the Investment Adviser from time to time, that the Subadviser has managed the Fund in accordance with the provisions of this Agreement. The Subadviser acknowledges and agrees that the Investment Adviser may, in its discretion, provide such quarterly compliance certifications to the Board. The Subadviser agrees to correct promptly any failure on its part and to take any action that the Investment Adviser may reasonably request in connection with any breach of this Agreement. The Subadviser shall also provide the officers of the Fund with supporting certifications in connection with such certifications of the Fund’s financial statements and disclosure controls pursuant to the Xxxxxxxx-Xxxxx Act. The Subadviser will cooperate with and provide reasonable assistance to the Investment Adviser, the Fund’s custodian and foreign custodians, transfer agent and all other agents and representatives of the Trust and the Investment Adviser, keep all such persons fully informed as to such matters as they may reasonably deem necessary to the performance of their obligations to the Trust, on behalf of the Fund, and the Investment Adviser, provide prompt responses to reasonable requests made by such persons and maintain any appropriate interaction with each to promote the exchange of information. Unless and until otherwise directed in writing by the Investment Adviser or the Trust’s officers or Board, the Subadviser will be responsible for voting all proxies, including taking action with respect to corporate action elections for proxies and corporate actions communicated by the Fund or its agents to the Subadviser, with respect to the securities held by the Fund. The Subadviser shall maintain all books and records required by Rule 31a-1 under the 1940 Act relating to its responsibilities provided hereunder with respect to the Fund, and shall preserve such records for the periods and in a manner prescribed by Rule 31a-2 under the 1940 Act. The Subadviser shall permit the Investment Adviser, the Funds Fund’s officers and its independent public accountants to inspect and audit such records at reasonable times during normal business hours upon due notice. If any occasion should arise in which the Subadviser gives any advice to its clients concerning the shares of the Fund, the Subadviser will act in such circumstances solely as investment counsel adviser for such clients and will not act in any way on behalf of the Fund. The Subadvisers Subadviser’s services to the Fund pursuant to this Agreement are not to be deemed to be exclusive, and it is understood that the Subadviser may render investment advice, management and other services to others. The Subadviser is prohibited from consulting with any other subadviser to any other series of the Trust concerning the Fund’s transactions in securities or other assets, except for the purpose of complying with the conditions of Rule 12d3-1(a) and (b) under the 1940 Act.

Investment Advisory and Management Services. The Subject to and in accordance with the provisions hereof, the Investment Adviser hereby appoints the Subadviser to serve as subadviser sub-investment adviser to perform the various investment advisory and other services for the Portfolio set forth herein and, subject to the Fund restrictions set forth herein, hereby delegates to the Subadviser the authority vested in the Investment Adviser pursuant to the Advisory Agreement to the extent necessary to enable the Subadviser to perform its obligations under this Agreement, and the Subadviser hereby accepts such appointment. Subject to the supervision and control of the Investment AdviserAdviser and the Board of Trustees, the Subadviser will regularly provide the Fund Portfolio with investment advice and investment management services concerning the investments of the FundPortfolio. The Subadviser will determine what securities shall be purchased, held held, sold or sold reinvested by the Fund Portfolio and what portion of the Funds Portfolio’s assets shall be held uninvested in cash and cash equivalents, subject always to at all times to: (i) the provisions of the Trusts Trust’s Declaration of Trust and By-laws and laws, (ii) the requirements of the 1940 Act, and to the rules and regulations thereunder, (iii) the investment objectives, policies and restrictions applicable to the Fund Portfolio (including, without limitation, the requirements of Subchapters L and M provisions of the Internal Revenue Code of 1986, as amended) amended (the ‘Code’) applicable to regulated investment companies), as each of the same shall be from time to time in effect or set forth in the Funds Portfolio’s Prospectus and Statement of Additional Information, as well as and (iv) any other investment guidelines guidelines, policies or policies limitations the Board of Trustees or the Investment Adviser may from time to time establish and deliver in writing to the Subadviser. To carry out such determinations the Subadviser will exercise full discretion, subject to the preceding paragraph, and act for the Fund Portfolio in the same manner and with the same force and effect as the Trust might or could do with respect to purchases, sales or other transactions, as well as with respect to all other things necessary or incidental to the furtherance or conduct of such purchases, sales or other transactions. Notwithstanding the foregoing, the Subadviser shall, upon written instructions from the Investment Adviser, effect such portfolio transactions for the Fund as the Investment Adviser may from time to time direct. Such instructions will be given in reasonable circumstances, including, without limitation, any termination of this Agreement. The Subadviser will also make its officers and employees available to meet with the officers of the Investment Adviser and the Trusts Trust’s officers and Trustees at least quarterly on due notice to review the investments and investment program of the Fund Portfolio in the light of current and prospective economic and market conditions. In addition, the Subadviser shall, on the Subadviser’s own initiative, and as reasonably requested by the Investment Adviser, for itself and on behalf of the Portfolio, furnish to the Investment Adviser from time to time whatever information the Investment Adviser reasonably believes appropriate for this purpose. From time to time as the Board of Trustees of the Trust or the Investment Adviser may reasonably request, the Subadviser will furnish to the Investment Adviser and Trusts Trust’s officers and to each of its Trustees, at the Subadvisers Subadviser’s expense, reports on portfolio transactions and reports on issues issuers of securities held by the FundPortfolio, all in such detail as the Trust or the Investment Adviser may reasonably request. In addition, the Subadviser shall provide advice and assistance to the Investment Adviser as to the determination of the value of securities held or to be acquired by the Portfolio for valuation purposes in accordance with the process described in the Portfolio's current Prospectus or Statement of Additional Information. The Subadviser shall maintain all accounts, books and records as required by Rule 31a-1 under of an investment adviser of a registered investment company pursuant to the 1940 Act and the rules and regulations thereunder relating to its responsibilities provided hereunder with respect to the FundPortfolio, and shall preserve such records for the periods and in a manner prescribed by Rule 31a-2 under the 1940 ActAct and the rules and regulations thereunder. The Subadviser shall maintain and enforce adequate security procedures with respect to all materials, records, documents and data relating to any of its responsibilities pursuant to this Agreement including all means for the effecting of securities transactions. The Subadviser agrees that all such records are the property of the Trust, and will be surrendered to the Trust promptly upon request. The Subadviser shall permit the Investment Adviser, the Funds Portfolio’s officers and its independent public accountants to inspect and audit such records pertaining to the Portfolio at reasonable times during normal business hours upon due notice. In the performance of its duties hereunder, the Subadviser is and shall be an independent contractor and, except as expressly provided for herein or otherwise expressly provided or authorized in writing by the Investment Adviser, shall have no authority to act for or represent any Portfolio or the Trust in any way or otherwise be deemed to be an agent of any Portfolio, the Trust or of the Investment Adviser. If any occasion should arise in which the Subadviser gives any advice to its clients concerning the shares of the FundPortfolio, the Subadviser will act solely as investment counsel for such clients and not in any way on behalf of the FundPortfolio. The Subadvisers Subadviser’s services to the Fund Portfolio pursuant to this Agreement are not to be deemed to be exclusive, and it is understood that the Subadviser may render investment advice, management and other services to others. Subject to and in accordance with the provisions hereof and any direction of the Board of Trustees, the Subadviser shall vote, pursuant to procedures set forth and described to the Trustees, all proxies solicited by or with respect to issuers of securities in which the assets of the Portfolio may be invested from time to time.

Investment Advisory and Management Services. The Investment Adviser hereby appoints the Subadviser to serve as subadviser to the Fund and the Subadviser hereby accepts such appointment. Subject to the supervision of the Investment Adviser, Subadviser will regularly provide the Fund with investment advice and investment management services concerning the investments of the Fund. The Subadviser will determine what securities shall be purchased, held or sold by the Fund and what portion of the Funds Fund’s assets shall be held uninvested in cash and cash equivalents, subject always to the provisions of the Trusts Trust’s Declaration of Trust and By-laws and the 1940 Act, and to the investment objectives, policies and restrictions applicable to the Fund (including, without limitation, the requirements of Subchapters L and M of the Internal Revenue Code of 1986, as amended) (the “Code”), as each of the same shall be from time to time in effect or set forth in the Funds Fund’s Prospectus and Statement of Additional Information, as well as any other investment guidelines or policies the Board of Trustees or the Investment Adviser may from time to time establish and deliver in writing to the Subadviser. To carry out such determinations the Subadviser will exercise full discretion, subject to the preceding paragraph, and act for the Fund in the same manner and with the same force and effect as the Trust might or could do with respect to purchases, sales or other transactions, as well as with respect to all other things necessary or incidental to the furtherance or conduct of such purchases, sales or other transactions. Notwithstanding the foregoing, the Subadviser shall, upon written instructions from the Investment Adviser, effect such portfolio transactions for the Fund as the Investment Adviser may from time to time direct. Such instructions will be given in reasonable circumstances, including, without limitation, any termination of this Agreement. The Subadviser will also make its officers and employees available to meet with the officers of the Investment Adviser and the Trusts Trust’s officers and Trustees at least quarterly on due notice to review the investments and investment program of the Fund in the light of current and prospective economic and market conditions. From time to time as the Board of Trustees of the Trust or the Investment Adviser may reasonably request, the Subadviser will furnish to the Investment Adviser and Trusts Trust’s officers and to each of its Trustees, at the Subadvisers Subadviser’s expense, reports on portfolio transactions and reports on issues of securities held by the Fund, all in such detail as the Trust or the Investment Adviser may reasonably request. The Subadviser shall maintain all books and records required by Rule 31a-1 31a-l under the 1940 Act relating to its responsibilities provided hereunder with respect to the Fund, and shall preserve such records for the periods and in a manner prescribed by Rule 31a-2 under the 1940 Act. The Subadviser shall permit the Investment Adviser, the Funds Fund’s officers and its independent public accountants to inspect and audit such records at reasonable times during normal business hours upon due notice. If any occasion should arise in which the Subadviser gives any advice to its clients concerning the shares of the Fund, the Subadviser will act solely as investment counsel for such clients and not in any way on behalf of the Fund. The Subadvisers Subadviser’s services to the Fund pursuant to this Agreement are not to be deemed to be exclusive, and it is understood that the Subadviser may render investment advice, management and other services to others.

Investment Advisory and Management Services. The Investment Adviser hereby appoints the Subadviser to serve as subadviser to the Fund and the Subadviser hereby accepts such appointment. Subject to the supervision of the Investment Adviser, Subadviser will regularly provide the Fund with investment advice and investment management services concerning the investments of the Fund. The Subadviser will determine what securities shall be purchased, held or sold by the Fund and what portion of the Funds Fund’s assets shall be held uninvested in cash and cash equivalents, subject always to the provisions of the Trusts Trust’s Declaration of Trust and By-laws and the 1940 Act, and to the investment objectives, policies and restrictions applicable to the Fund (including, without limitation, the requirements of Subchapters L and M of the Internal Revenue Code of 1986, as amended) (the “Code”), as each of the same shall be from time to time in effect or set forth in the Funds Fund’s Prospectus and Statement of Additional Information, as well as any other investment guidelines or policies the Board of Trustees or the Investment Adviser may from time to time establish and deliver in writing to the Subadviser. To carry out such determinations the Subadviser will exercise full discretion, subject to the preceding paragraph, and act for the Fund in the same manner and with the same force and effect as the Trust might or could do with respect to purchases, sales or other transactions, as well as with respect to all other things necessary or incidental to the furtherance or conduct of such purchases, sales or other transactions. Notwithstanding the foregoing, the Subadviser shall, upon written instructions from the Investment Adviser, effect such portfolio transactions for the Fund as the Investment Adviser may from time to time direct. Such instructions will be given in reasonable circumstances, including, without limitation, any termination of this Agreement. The Subadviser will also make its officers and employees available to meet with the officers of the Investment Adviser and the Trusts Trust’s officers and Trustees at least quarterly twice each calendar year, or more frequently, upon reasonable request, on due notice to review the investments and investment program of the Fund in the light of current and prospective economic and market conditions. From time to time as the Board of Trustees of the Trust or the Investment Adviser may reasonably request, the Subadviser will furnish to the Investment Adviser and Trusts Trust’s officers and to each of its Trustees, at the Subadvisers Subadviser’s expense, reports on portfolio transactions and reports on issues of securities held by the Fund, all in such detail as the Trust or the Investment Adviser may reasonably request. The Subadviser shall maintain all books and records required by Rule 31a-1 under the 1940 Act relating to its responsibilities provided hereunder with respect to the Fund, and shall preserve such records for the periods and in a manner prescribed by Rule 31a-2 under the 1940 Act. The Subadviser shall permit the Investment Adviser, the Funds Fund’s officers and its independent public accountants to inspect and audit such records at reasonable times during normal business hours upon due notice. If any occasion should arise in which the Subadviser gives any advice to its clients concerning the shares of the Fund, the Subadviser will act solely as investment counsel for such clients and not in any way on behalf of the Fund. The Subadvisers Subadviser’s services to the Fund pursuant to this Agreement are not to be deemed to be exclusive, and it is understood that the Subadviser may render investment advice, management and other services to others.

Investment Advisory and Management Services. The Investment Adviser hereby appoints the Subadviser to serve as subadviser to the Fund and the Subadviser hereby accepts such appointment. Subject to the supervision of the Investment Adviser, Subadviser will regularly provide the Fund with investment advice and investment management services concerning the investments of the Fund. The Subadviser will determine what securities or instruments shall be purchased, held or sold by the Fund and what portion of the Funds Fund's assets shall be held uninvested in cash and cash equivalents, subject always to the provisions of the Trusts Trust’s Declaration of Trust and By-laws and the 1940 Act, and to the investment objectives, policies and restrictions applicable to the Fund (including, without limitation, the requirements of Subchapters L Sections 817(h) and M 851(b)(3) of the Internal Revenue Code of 1986, as amended) (the "Code"), as each of the same shall be from time to time in effect or set forth in the Funds Fund’s Prospectus and Statement of Additional Information, as well as any other investment guidelines or policies the Trust’s Board of Trustees (the “Board” or “Trustees”) or the Investment Adviser may from time to time establish and deliver in writing to the Subadviser. To carry out such determinations The Subadviser may, as permitted by rule, regulation or position of the staff of the Securities and Exchange Commission, utilize the personnel of its foreign affiliates in providing services under this Agreement, provided that Sub-Adviser remains solely responsible for the provision of services under this Agreement. The Subadviser will exercise full discretiondiscretion with respect to the investment and reinvestment of the assets of the Fund, subject to the preceding paragraph, and act for the Fund in the same manner and with the same force and effect as the Trust might or could do with respect to purchases, sales or other transactions, as well as with respect to all other things necessary or incidental to the furtherance or conduct of such purchases, sales or other transactions. Notwithstanding the foregoing, the Subadviser shall, upon written instructions from the Investment Adviser, effect such portfolio transactions for the Fund as the Investment Adviser may from time to time reasonably direct. Such instructions will be given in reasonable circumstances, including, without limitation, any termination of this Agreement. The Subadviser will also make its officers and employees available to meet with the officers of the Investment Adviser and the Trusts Trust’s officers and Trustees at least quarterly on due notice to review the investments and investment program of the Fund in the light of current and prospective economic and market conditions. From time to time as the Board of Trustees of the Trust or the Investment Adviser may reasonably request, the Subadviser will furnish to the Investment Adviser and Trusts Trust’s officers and to each of its Trustees, at the Subadvisers Subadviser's expense, reports on portfolio transactions and reports on issues of securities or instruments held by the Fund, all in such detail as the Trust or the Investment Adviser may reasonably request. The Sub-Adviser shall provide reasonable assistance to the Investment Adviser as to the determination of the fair value of certain investments where market quotations are not readily available for purposes of calculating net asset value of the Fund in accordance with valuation procedures and methods established by the Trust. In addition, the Subadviser will provide a quarterly certification, in the form provided by the Investment Adviser from time to time, that the Subadviser has managed the Fund in accordance with the provisions of this Agreement. The Subadviser acknowledges and agrees that the Investment Adviser may, in its discretion, provide such quarterly compliance certifications to the Board. The Subadviser shall also, upon the reasonable request of the Investment Adviser, provide the officers of the Fund with supporting certifications in connection with such certifications of the Fund’s financial statements and disclosure controls pursuant to the Xxxxxxxx-Xxxxx Act. The Subadviser will cooperate with and provide reasonable assistance to the Investment Adviser, the Fund’s custodian and foreign custodians, transfer agent and all other agents and representatives of the Trust and the Investment Adviser, keep all such persons fully informed as to such matters as they may reasonably deem necessary to the performance of their obligations to the Trust, on behalf of the Fund, and the Investment Adviser, provide prompt responses to reasonable requests made by such persons and maintain any appropriate interaction with each to promote the exchange of information. Unless and until otherwise directed in writing by the Investment Adviser or the Trust’s officers or Board, the Subadviser will be responsible for voting all proxies, including taking action with respect to corporate action elections for proxies and corporate actions communicated by the Fund or its agents to the Subadviser, with respect to the securities held by the Fund. The Sub-Advisor shall not be responsible for filing proofs of claim or otherwise participating in class action lawsuits with respect to securities held by the Fund. The Subadviser shall maintain all books and records required by Rule 31a-1 under the 1940 Act relating to its responsibilities provided hereunder with respect to the Fund, and shall preserve such records for the periods and in a manner prescribed by Rule 31a-2 under the 1940 Act. The Subadviser shall permit the Investment Adviser, the Funds Fund's officers and its independent public accountants to inspect and audit such records at reasonable times during normal business hours upon due notice. If any occasion should arise in which the Subadviser gives any advice to its clients concerning the shares of the Fund, the Subadviser will act solely as investment counsel for such clients and not in any way on behalf of the Fund. The Subadvisers Subadviser's services to the Fund pursuant to this Agreement are not to be deemed to be exclusive, and it is understood that the Subadviser may render investment advice, management and other services to others. The Subadviser is prohibited from consulting with any other subadviser to any other series of the Trust concerning the Fund’s transactions in securities or other assets, except for the purpose of complying with the conditions of Rule 12d3-1(a) and (b) under the 1940 Act.

Investment Advisory and Management Services. The Investment Adviser hereby appoints the Subadviser to serve as subadviser to the Fund and the Subadviser hereby accepts such appointment. Subject to the supervision of the Investment Adviser, Subadviser will regularly provide the Fund with investment advice and investment management services concerning the investments of the Fund. The Subadviser will determine what securities or instruments shall be purchased, held or sold by the Fund and what portion of the Funds Fund's assets shall be held uninvested in cash and cash equivalents, subject always to the provisions of the Trusts Trust’s Declaration of Trust and By-laws and the 1940 Act, and to the investment objectives, policies and restrictions applicable to the Fund (including, without limitation, the requirements of Subchapters L Sections 817(h) and M 851(b)(3) of the Internal Revenue Code of 1986, as amended) (the "Code"), as each of the same shall be from time to time in effect or set forth in the Funds Fund’s Prospectus and Statement of Additional Information, as well as any other investment guidelines or policies the Trust’s Board of Trustees (the “Board” or “Trustees”) or the Investment Adviser may from time to time establish and deliver in writing to the Subadviser. To carry out such determinations The Subadviser may, as permitted by rule, regulation or position of the staff of the Securities and Exchange Commission, utilize the personnel of its foreign affiliates in providing services under this Agreement, provided that Sub-Adviser remains solely responsible for the provision of services under this Agreement. The Subadviser will exercise full discretiondiscretion with respect to the investment and reinvestment of the assets of the Fund, subject to the preceding paragraph, and act for the Fund in the same manner and with the same force and effect as the Trust might or could do with respect to purchases, sales or other transactions, as well as with respect to all other things necessary or incidental to the furtherance or conduct of such purchases, sales or other transactions. Notwithstanding the foregoing, the Subadviser shall, upon written instructions from the Investment Adviser, effect such portfolio transactions for the Fund as the Investment Adviser may from time to time reasonably direct. Such instructions will be given in reasonable circumstances, including, without limitation, any termination of this Agreement. The Subadviser will also make its officers and employees available to meet with the officers of the Investment Adviser and the Trusts Trust’s officers and Trustees at least quarterly on due notice to review the investments and investment program of the Fund in the light of current and prospective economic and market conditions. From time to time as the Board of Trustees of the Trust or the Investment Adviser may reasonably request, the Subadviser will furnish to the Investment Adviser and Trusts Trust’s officers and to each of its Trustees, at the Subadvisers Subadviser's expense, reports on portfolio transactions and reports on issues of securities or instruments held by the Fund, all in such detail as the Trust or the Investment Adviser may reasonably request. The Sub-Adviser shall provide reasonable assistance to the Investment Adviser as to the determination of the fair value of certain investments where market quotations are not readily available for purposes of calculating net asset value of the Fund in accordance with valuation procedures and methods established by the Trust. In addition, the Subadviser will provide a quarterly certification, in the form provided by the Investment Adviser from time to time, that the Subadviser has managed the Fund in accordance with the provisions of this Agreement. The Subadviser acknowledges and agrees that the Investment Adviser may, in its discretion, provide such quarterly compliance certifications to the Board. The Subadviser shall also, upon the reasonable request of the Investment Adviser, provide the officers of the Fund with supporting certifications in connection with such certifications of the Fund’s financial statements and disclosure controls pursuant to the Sxxxxxxx-Xxxxx Act. The Subadviser will cooperate with and provide reasonable assistance to the Investment Adviser, the Fund’s custodian and foreign custodians, transfer agent and all other agents and representatives of the Trust and the Investment Adviser, keep all such persons fully informed as to such matters as they may reasonably deem necessary to the performance of their obligations to the Trust, on behalf of the Fund, and the Investment Adviser, provide prompt responses to reasonable requests made by such persons and maintain any appropriate interaction with each to promote the exchange of information. Unless and until otherwise directed in writing by the Investment Adviser or the Trust’s officers or Board, the Subadviser will be responsible for voting all proxies, including taking action with respect to corporate action elections for proxies and corporate actions communicated by the Fund or its agents to the Subadviser, with respect to the securities held by the Fund. The Sub-Advisor shall not be responsible for filing proofs of claim or otherwise participating in class action lawsuits with respect to securities held by the Fund. The Subadviser shall maintain all books and records required by Rule 31a-1 under the 1940 Act relating to its responsibilities provided hereunder with respect to the Fund, and shall preserve such records for the periods and in a manner prescribed by Rule 31a-2 under the 1940 Act. The Subadviser shall permit the Investment Adviser, the Funds Fund's officers and its independent public accountants to inspect and audit such records at reasonable times during normal business hours upon due notice. If any occasion should arise in which the Subadviser gives any advice to its clients concerning the shares of the Fund, the Subadviser will act solely as investment counsel for such clients and not in any way on behalf of the Fund. The Subadvisers Subadviser's services to the Fund pursuant to this Agreement are not to be deemed to be exclusive, and it is understood that the Subadviser may render investment advice, management and other services to others. The Subadviser is prohibited from consulting with any other subadviser to any other series of the Trust concerning the Fund’s transactions in securities or other assets, except for the purpose of complying with the conditions of Rule 12d3-1(a) and (b) under the 1940 Act.

Investment Advisory and Management Services. The Investment Company hereby engages the Adviser, and the Adviser hereby appoints agrees to act as investment adviser for, and to manage the Subadviser affairs, business and the investment of the assets of the Voyageur Financial Institutions ("VFI") Short Duration Portfolio series of the Company (the "Fund"). The investment of the assets of the Fund shall at all times be subject to serve as subadviser to the applicable provisions of the Articles of Incorporation and Bylaws of the Company and the Registration Statement on Form N1-A of the Fund and any representations contained in the Subadviser hereby accepts such appointment. Subject Prospectus and Statement of Additional Information of the Fund and shall conform to the supervision policies and purposes of the Investment AdviserFund as set forth in such Registration Statement, Subadviser will regularly provide Prospectus and Statement of Additional Information and (a) as interpreted from time to time by the Board of Directors of the Company and (b)as may be amended or limited from time to time by such Board of Directors and/or the shareholders of the Fund as permitted by the Investment Company Act of 1940, as amended. Within the framework of the investment policies of the Fund, and subject to such other limitations and directions as the Board of Directors may from time to time prescribe, the Adviser shall have the sole and exclusive responsibility for the management of the Fund's assets and the making and execution of all investment decisions for the Fund. The Adviser shall report to the Board of Directors of the Company regularly at such reasonable times and in such reasonable detail as the Board may from time to time determine to be appropriate, in order to permit the Board to determine the adherence of the Adviser to the investment policies of the Fund. The Adviser shall, at its own expense, furnish the Company with investment advice suitable office space, and investment management services concerning all necessary office facilities, equipment and personnel for servicing the investments of the Fund. The Subadviser will determine what securities Adviser shall be purchasedarrange, held or sold if requested by the Fund and what portion of the Funds assets shall be held uninvested in cash and cash equivalentsCompany, subject always to the provisions of the Trusts Declaration of Trust and By-laws and the 1940 Actfor officers, and to the investment objectives, policies and restrictions applicable to the Fund (including, without limitation, the requirements of Subchapters L and M of the Internal Revenue Code of 1986, as amended) (the Code), as each of the same shall be from time to time in effect or set forth in the Funds Prospectus and Statement of Additional Information, as well as any other investment guidelines or policies the Board of Trustees or the Investment Adviser may from time to time establish and deliver in writing to the Subadviser. To carry out such determinations the Subadviser will exercise full discretion, subject to the preceding paragraph, and act for the Fund in the same manner and with the same force and effect as the Trust might or could do with respect to purchases, sales employees or other transactions, Affiliated Persons (as well as with respect to all other things necessary or incidental to the furtherance or conduct of such purchases, sales or other transactions. Notwithstanding the foregoing, the Subadviser shall, upon written instructions from the Investment Adviser, effect such portfolio transactions for the Fund as the Investment Adviser may from time to time direct. Such instructions will be given defined in reasonable circumstances, including, without limitation, any termination of this Agreement. The Subadviser will also make its officers and employees available to meet with the officers Section2(a)(3) of the Investment Adviser Company Act of 1940, as amended and the Trusts officers rules, regulations and Trustees at least quarterly on due notice to review the investments and investment program releases relating thereto) of the Adviser to serve without compensation from the Company as directors, officers or employees of the Company if duly elected to such positions by Fund shareholders or directors of the Company. The Adviser hereby acknowledges that all records necessary in the light of current and prospective economic and market conditions. From time to time as the Board of Trustees of the Trust or the Investment Adviser may reasonably request, the Subadviser will furnish to the Investment Adviser and Trusts officers and to each of its Trustees, at the Subadvisers expense, reports on portfolio transactions and reports on issues of securities held by the Fund, all in such detail as the Trust or the Investment Adviser may reasonably request. The Subadviser shall maintain all books and records required by Rule 31a-1 under the 1940 Act relating to its responsibilities provided hereunder with respect to the Fund, and shall preserve such records for the periods and in a manner prescribed by Rule 31a-2 under the 1940 Act. The Subadviser shall permit the Investment Adviser, the Funds officers and its independent public accountants to inspect and audit such records at reasonable times during normal business hours upon due notice. If any occasion should arise in which the Subadviser gives any advice to its clients concerning the shares operation of the Fund, including records pertaining to its shareholders, if any, and investments, are the Subadviser will act solely as investment counsel for such clients and not in any way on behalf property of the Fund. The Subadvisers Company, and in the event that a transfer of management or investment advisory services to someone other than the Fund pursuant to this Agreement are not to be deemed to be exclusiveAdviser should ever occur, the Adviser will promptly, and it is understood that at its own cost, take all steps necessary to segregate such records and deliver them to the Subadviser may render investment advice, management and other services to othersCompany.

Investment Advisory and Management Services. The Investment Adviser Fund hereby appoints engages Advisers, and Advisers hereby agrees to act, as investment adviser for, and to manage the Subadviser affairs, business and the investment of the assets of the Small Cap Value Series, the Mid Cap Stock Series, and the Large Cap Growth Series of the Fund. Each such Series is herein individually referred to serve as subadviser a "Series," and the Series are herein collectively referred to as the "Series." The investment of the assets of the Series shall at all times be subject to the applicable provisions of the Articles of Incorporation and Bylaws of the Fund and the Subadviser hereby accepts such appointment. Subject current Registration Statement (including the Prospectus and Statement of Additional Information) of the Series and shall conform to the supervision policies and restrictions of the Investment Adviser, Subadviser will regularly provide Series as set forth in such Registration Statement and any additional limitations as may be adopted from time to time by the Board of Directors of the Fund and communicated to Advisers. Within the framework of the investment policies, restrictions, and limitations of the Series, Advisers shall have the sole and exclusive responsibility for the management of the Series and the making and execution of all investment decisions for the Series, provided: Advisers may, at is option and expense, with respect to each of the Series, appoint a sub-adviser which shall assume such responsibilities and obligations of Advisers pursuant to this Investment Advisory and Management Agreement as shall be delegated to the sub-adviser; provided, however, that any discretionary investment advice decisions made by a sub-adviser on behalf of any of the Series shall be subject to approval or ratification by Advisers, and, not withstanding any delegation of responsibilities and obligations to the sub-adviser, Advisers shall retain the right, in its discretion, to make investment management services concerning decisions for the Series. Any appointment of a sub-adviser and assumption of responsibilities and obligations of Advisers by such sub-adviser shall be subject to approval by the Board of Directors of the Fund and, to the extent (if any) required by law, by the shareholders of the Series. Any appointment of a sub-adviser for the Series pursuant hereto shall in no way limit or diminish Advisers' obligations and responsibilities under this Investment Advisory and Management Agreement, and Advisers shall be responsible for monitoring compliance by the sub-adviser(s) with the investment policies, restrictions, and limitations of the Series, and will also be responsible for ensuring that the Series are managed in a way so that: (1) they meet the requirements of Subchapter M of the Internal Revenue Code to be taxed as a regulated investment company; and (2) they comply with the provisions of Section 817(h) of the Internal Revenue Code, and the regulations promulgated thereunder. Advisers shall report to the Board of Directors regularly at such times and in such detail as the Board may from time to time determine to be appropriate, in order to permit the Board to determine the adherence by each Series to the investment policies, restrictions and limitations of such Series. Advisers shall, at its own expense, furnish the Fund suitable office space, and all necessary office facilities, equipment and personnel for servicing the investments of the Fund. The Subadviser will determine what securities Advisers shall be purchasedarrange, held or sold if required by the Fund, for officers, employees or other affiliates of Advisers to serve without compensation from the Fund and what portion as directors, officers, or employees of the Funds assets shall be held uninvested in cash and cash equivalents, subject always Fund if duly elected to such positions by the provisions shareholders or directors of the Trusts Declaration Fund. Advisers shall create and maintain all reports, books and records relating to its activities and obligations under this Agreement in such a manner as will meet the obligations of Trust the Fund under the Investment Company Act of 1940, applicable federal and By-state tax and insurance laws and the 1940 Act, regulations and to the investment objectives, policies and restrictions any other law or regulation which may be or become applicable to the Fund (includingFund. All such reports, without limitationbooks and records shall be the property of the Fund. Furthermore, such reports, books and records shall at all reasonable times be available for copying and otherwise open to inspection and audit by the Securities and Exchange Commission, banking and insurance regulators and other authorities and regulators having authority over the Fund, and by officers and employees of, and auditors employed by, the requirements of Subchapters L and M of the Internal Revenue Code of 1986, as amended) (the Code), as each of the same shall be from time to time in effect or set forth in the Funds Prospectus and Statement of Additional Information, as well as any other investment guidelines or policies the Board of Trustees or the Investment Adviser may from time to time establish and deliver in writing to the SubadviserFund. To carry out such determinations the Subadviser will exercise full discretion, subject to the preceding paragraph, and act for the Fund in the same manner and with the same force and effect as the Trust might or could do with respect to purchases, sales or other transactions, as well as with respect to all other things necessary or incidental to the furtherance or conduct of such purchases, sales or other transactions. Notwithstanding the foregoing, the Subadviser shallAdvisers hereby further agrees that, upon written instructions from the Investment Adviser, effect such portfolio transactions for the Fund as the Investment Adviser may from time to time direct. Such instructions will be given in reasonable circumstances, including, without limitation, any termination of this Agreement. The Subadviser will also make its officers and employees available to meet with the officers of the Investment Adviser and the Trusts officers and Trustees at least quarterly on due notice to review the investments and investment program of the Fund in the light of current and prospective economic and market conditions. From time to time as the Board of Trustees of the Trust or the Investment Adviser may reasonably request, the Subadviser will furnish to the Investment Adviser and Trusts officers and to each of its Trustees, at the Subadvisers expense, reports on portfolio transactions and reports on issues of securities held by the Fund, all in such detail as the Trust or the Investment Adviser may reasonably request. The Subadviser shall maintain all reports, books and records required by Rule 31a-1 pertaining to Adviser's activities under the 1940 Act relating to its responsibilities provided hereunder with respect to the Fund, this Agreement shall be promptly segregated and shall preserve such records for the periods and in a manner prescribed by Rule 31a-2 under the 1940 Act. The Subadviser shall permit the Investment Adviser, the Funds officers and its independent public accountants to inspect and audit such records at reasonable times during normal business hours upon due notice. If any occasion should arise in which the Subadviser gives any advice to its clients concerning the shares of the Fund, the Subadviser will act solely as investment counsel for such clients and not in any way on behalf of the Fund. The Subadvisers services returned to the Fund pursuant to this Agreement are not to be deemed to be exclusive, and it is understood that the Subadviser may render investment advice, management and other services to othersfree from any claim or retention of rights by Advisers.

Investment Advisory and Management Services. The Subject to and in accordance with the provisions hereof, the Investment Adviser hereby appoints the Subadviser to serve as subadviser sub-investment adviser to perform the various investment advisory and other services for the Fund set forth herein and, subject to the Fund restrictions set forth herein, hereby delegates to the Subadviser the authority vested in the Investment Adviser pursuant to the Advisory Agreement to the extent necessary to enable the Subadviser to perform its obligations under this Agreement, and the Subadviser hereby accepts such appointment. Subject to the supervision and control of the Investment AdviserAdviser and the Board of Trustees, the Subadviser will regularly provide the Fund with investment advice and investment management services concerning the investments of the Fund. The Subadviser will determine what securities shall be purchased, held held, sold or sold reinvested by the Fund and what portion of the Funds Fund's assets shall be held uninvested in cash and cash equivalents, subject always to at all times to: (i) the provisions of the Trusts Trust's Declaration of Trust and By-laws and laws, (ii) the requirements of the 1940 Act, and to the rules and regulations thereunder, (iii) the investment objectives, policies and restrictions applicable to the Fund (including, without limitation, the requirements of Subchapters L and M provisions of the Internal Revenue Code of 1986, as amended) amended (the 'Code') applicable to regulated investment companies), as each of the same shall be from time to time in effect or set forth in the Funds Fund's Prospectus and Statement of Additional Information, as well as and (iv) any other investment guidelines guidelines, policies or policies limitations the Board of Trustees or the Investment Adviser may from time to time establish and deliver in writing to the Subadviser. To carry out such determinations the Subadviser will exercise full discretion, discretion subject to the preceding paragraph, and act for the Fund in the same manner and with the same force and effect as the Trust might or could do with respect to purchases, sales or other transactions, as well as with respect to all other things necessary or incidental to the furtherance or conduct of such purchases, sales or other transactions. Notwithstanding the foregoing, the Subadviser shall, upon written instructions from the Investment Adviser, effect such portfolio transactions for the Fund as the Investment Adviser may from time to time direct. Such instructions will be given in reasonable circumstances, including, without limitation, any termination of this Agreement. The Subadviser will also make its officers and employees available to meet with the officers of the Investment Adviser and the Trusts Trust's officers and Trustees at least quarterly on due notice to review the investments and investment program of the Fund in the light of current and prospective economic and market conditions. In addition, the Subadviser shall, on the Subadviser's own initiative, and as reasonably requested by the Investment Adviser, for itself and on behalf of the Fund, furnish to the Investment Adviser from time to time whatever information the Investment Adviser reasonably believes appropriate for this purpose. From time to time as the Board of Trustees of the Trust or the Investment Adviser may reasonably request, the Subadviser will furnish to the Investment Adviser and Trusts Trust's officers and to each of its Trustees, at the Subadvisers Subadviser's expense, reports on portfolio transactions and reports on issues issuers of securities held by the Fund, all in such detail as the Trust or the Investment Adviser may reasonably request. In addition, the Subadviser shall provide advice and assistance to the Investment Adviser as to the determination of the value of securities held or to be acquired by the Fund for valuation purposes in accordance with the process described in the Fund's current Prospectus or Statement of Additional Information. The Subadviser shall maintain all accounts, books and records as required by Rule 31a-1 under of an investment adviser of a registered investment company pursuant to the 1940 Act and the rules and regulations thereunder relating to its responsibilities provided hereunder with respect to the Fund, and shall preserve such records for the periods and in a manner prescribed by Rule 31a-2 under the 1940 ActAct and the rules and regulations thereunder. The Subadviser shall maintain and enforce adequate security procedures with respect to all materials, records, documents and data relating to any of its responsibilities pursuant to this Agreement including all means for the effecting of securities transactions. The Subadviser agrees that all such records are the property of the Trust, and will be surrendered to the Trust promptly upon request. The Subadviser shall permit the Investment Adviser, the Funds Fund's officers and its independent public accountants to inspect and audit such records pertaining to the Fund at reasonable times during normal business hours upon due notice. In the performance of its duties hereunder, the Subadviser is and shall be an independent contractor and, except as expressly provided for herein or otherwise expressly provided or authorized in writing by the Investment Adviser, shall have no authority to act for or represent any Fund or the Trust in any way or otherwise be deemed to be an agent of any Fund, the Trust or of the Investment Adviser. If any occasion should arise in which the Subadviser gives any advice to its clients concerning the shares of the Fund, the Subadviser will act solely as investment counsel for such clients and not in any way on behalf of the Fund. The Subadvisers Subadviser's services to the Fund pursuant to this Agreement are not to be deemed to be exclusive, and it is understood that the Subadviser may render investment advice, management and other services to others. Subject to and in accordance with the provisions hereof and any direction of the Board of Trustees, the Subadviser shall vote, pursuant to procedures set forth and described to the Trustees, all proxies solicited by or with respect to issuers of securities in which the assets of the Fund may be invested from time to time.

Investment Advisory and Management Services. The Investment Adviser hereby appoints the Subadviser to serve as a subadviser to the Fund or, where the Fund has multiple subadvisers (as determined by the Investment Adviser from time to time), a discrete portion of the Fund and the Subadviser hereby accepts such appointment. References to “Fund” herein include a discrete portion of the Fund, as applicable. Subject to the supervision of the Investment Adviser, Subadviser will regularly provide the Fund with investment advice and investment management services concerning the investments of the Fund. The Subadviser will determine what securities or instruments shall be purchased, held or sold by the Fund and what portion of the Funds Fund's assets shall be held uninvested in cash and cash equivalents, subject always to the material provisions of the Trusts Trust’s Declaration of Trust and By-laws that pertain to PIMCO, and the 1940 Act, and to the investment objectives, policies and restrictions applicable to the Fund (including, without limitation, the requirements of Subchapters L Sections 817(h) and M 851(b)(3) of the Internal Revenue Code of 1986, as amended) (the "Code"), as each of the same shall be from time to time in effect or set forth in the Funds Fund’s Prospectus and Statement of Additional Information, as well as any other investment guidelines or policies the Trust’s Board of Trustees (the “Board” or “Trustees”) or the Investment Adviser may from time to time establish and deliver in writing to the Subadviser. To carry out In the event of a discrepancy between any of the documents in the preceding sentence, the Fund’s Prospectus shall control. Prior to commencement of services under this Agreement, the Investment Adviser shall deliver to the Subadviser all documents referenced in this Section 1. Further, the Investment Adviser shall deliver to the Subadviser all amendments or supplements to any such determinations aforementioned-mentioned document and the Subadviser will be charged with compliance with such amendment or supplement upon receipt. The Subadviser may, as permitted by rule, regulation or position of the staff of the Securities and Exchange Commission, utilize the personnel of its affiliates including foreign affiliates and PIMCO will have the ability to delegate internal back office services to State Street Investment Manager Solutions, LLC and its affiliates in providing services under this Agreement, provided that Subadviser remains solely responsible for the provision of services under this Agreement. Information may be shared between such companies as necessary to accomplish the purposes of this Agreement. The Subadviser will exercise full discretiondiscretion with respect to the investment and reinvestment of the assets of the Fund, subject to the preceding paragraph, and act for the Fund in the same manner and with the same force and effect as the Trust might or could do with respect to purchases, sales or other transactions, as well as with respect to all other things necessary or incidental to the furtherance or conduct of such purchases, sales or other transactions. Notwithstanding the foregoing, the Subadviser shall, upon written instructions from the Investment Adviser, effect such portfolio transactions for the Fund as the Investment Adviser may from time to time reasonably direct. Such instructions will be given in reasonable circumstances, including, without limitation, any termination of this Agreement. The Investment Adviser consents to the delivery of Fund account statements, reports and other communications (collectively, “Account Communications”) via electronic mail and/or other electronic means acceptable to the Investment Adviser, in lieu of sending such Account Communications as hard copies via fax, mail or other means. The Investment Adviser confirms that it has provided the Subadviser with at least one valid electronic mail address where Account Communications can be sent. The Investment Adviser acknowledges that the Subadviser reserves the right to distribute certain Account Communications via fax, mail or other means to the extent required by applicable law or otherwise deemed advisable. The Investment Adviser may withdraw consent to electronic delivery at any time by giving the Subadviser notice pursuant to Section 17 hereunder. The Subadviser is authorized on behalf of the Fund 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 make investments pursuant to the Prospectus which shall include 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. The Subadviser further shall have authority to instruct the custodian to: (i) 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 in the Fund’s account, and (ii) 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 Fund with respect to any investments made pursuant to the Prospectus. The Subadviser will also make its officers and employees key investment personnel for the Fund reasonably available to meet with the officers of the Investment Adviser and the Trusts Trust’s officers and Trustees at least quarterly on due written notice to review the investments and investment program of the Fund in the light of current and prospective economic and market conditions. From time to time as the Board of Trustees of the Trust or the Investment Adviser may reasonably request, the Subadviser will furnish to the Investment Adviser and Trusts Trust’s officers and to each of its Trustees, at the Subadvisers Subadviser's expense, reports on portfolio transactions and reports on issues of securities or instruments held by the Fund, all in such detail as the Trust or the Investment Adviser may reasonably request. The Subadviser shall provide reasonable assistance to the Investment Adviser as to the determination of the fair value of certain investments where market quotations are not readily available for purposes of calculating net asset value of the Fund. Notwithstanding the foregoing, the Investment Adviser and Trust acknowledge and agree that the Subadviser is not a pricing vendor for the Fund and does not have responsibility for determining the market value of any asset in the Fund. In addition, the Subadviser will provide a quarterly certification from time to time, that the Subadviser has managed the Fund in accordance with the provisions of this Agreement. The Subadviser acknowledges and agrees that the Investment Adviser may, in its discretion, provide such quarterly compliance certifications to the Board. The Subadviser shall also, upon the reasonable request of the Investment Adviser, provide the officers of the Fund with applicable sub-certifications in connection with such certifications of the Fund’s financial statements and disclosure controls pursuant to the Xxxxxxxx-Xxxxx Act. The Subadviser will cooperate with and provide reasonable assistance to the Investment Adviser, the Fund’s custodian and foreign custodians, transfer agent and all other known agents and representatives of the Trust and the Investment Adviser, keep all such persons fully informed of material facts as to such matters as they may reasonably deem necessary to the performance of their obligations to the Trust, on behalf of the Fund, and the Investment Adviser, provide prompt responses to reasonable requests made by such persons and maintain any appropriate interaction with each to promote the exchange of information. Unless and until otherwise directed in writing by the Investment Adviser or the Trust’s officers or Board, the Subadviser will be responsible for voting all proxies, including taking action with respect to corporate action elections for proxies and corporate actions, including but not limited to, the power to exercise rights, options, warrants, conversion privileges, and redemption privileges, and to tender securities pursuant to a tender offer, communicated in writing by the Fund or its agents to the Subadviser, with respect to the securities held by the Fund. The Subadviser shall not be responsible for filing proofs of claim or otherwise participating in class action lawsuits with respect to securities held by the Fund. The Subadviser shall maintain all books and records required by Rule 31a-1 under the 1940 Act relating to its responsibilities provided hereunder with respect to the Fund, and shall preserve such records for the periods and in a manner prescribed by Rule 31a-2 under the 1940 Act. The Subadviser shall permit the Investment Adviser, the Funds Fund's officers and its independent public accountants to inspect and audit such records at reasonable times during normal business hours upon reasonable written due notice. If any occasion should arise in which the Subadviser gives any advice to its clients concerning the shares of the Fund, the Subadviser will act solely as investment counsel for such clients and not in any way on behalf of the Fund. Notwithstanding any other provision to the contrary, the Subadviser shall have no obligation to perform the following services: (a) shareholder services or support functions, such as responding to shareholders’ questions about the Fund or its investments or strategies, or preparing and filing materials for distribution to the Fund’s shareholders, including statistical information about the Fund and materials regarding the Fund’s performance or investments; (b) provision of legal, accounting or tax advice with respect to the Fund or its investments by the Subadviser’s in-house legal, accounting or tax departments; (c) providing employees of the Subadviser to serve as officers of the Fund; or (d) providing the Fund’s Chief Compliance Officer and associated staff or overseeing the Fund’s compliance program adopted pursuant to Rule 38a-1 under the 1940 Act, except to the extent that such oversight responsibilities are required to be performed by the Subaviser under its compliance program adopted pursuant to Rule 206(4)-7 under the Advisers Act. The Subadvisers Subadviser's services to the Fund pursuant to this Agreement are not to be deemed to be exclusive, and it is understood that the Subadviser may render investment advice, management and other services to others. The Subadviser shall have no responsibility under this Agreement with respect to the management of assets of FVIT PIMCO Tactical Allocation Portfolio other than the portion of the fund’s assets with respect to which the Subadviser provides investment advice. The Subadviser is prohibited from consulting with any other subadviser to the Fund or any other subadviser to any other series of the Trust concerning the Fund’s transactions in securities or other assets, except for the purpose of complying with the conditions of Rule 12d3-1(a) and (b) under the 1940 Act.

Investment Advisory and Management Services. The Investment Adviser hereby appoints the Subadviser to serve as a subadviser to the Fund or, where the Fund has multiple subadvisers (as determined by the Investment Adviser from time to time), a discrete portion of the Fund and the Subadviser hereby accepts such appointment. References to “Fund” herein include a discrete portion of the Fund, as applicable. Subject to the supervision of the Investment Adviser, Subadviser will regularly provide the Fund with investment advice and investment management services concerning the investments of the Fund. The Subadviser will determine what securities or instruments shall be purchased, held or sold by the Fund and what portion of the Funds Fund's assets shall be held uninvested in cash and cash equivalents, subject always to the provisions of the Trusts Declaration of Trust and By-laws and the 1940 Act, and to the investment objectives, policies and restrictions applicable to the Fund (including, without limitation, the requirements of Subchapters L Sections 817(h) and M 851(b)(3) of the Internal Revenue Code of 1986, as amended) (the "Code"), as each of the same shall be from time to time in effect or set forth in the Funds Fund’s Prospectus and Statement of Additional Information, as well as any other investment guidelines or policies the Trust’s Board of Trustees (the “Board” or “Trustees”) or the Investment Adviser may from time to time establish and deliver in writing to the Subadviser. To carry out such determinations The Subadviser may, as permitted by rule, regulation or position of the staff of the Securities and Exchange Commission, utilize the personnel of its affiliates including foreign affiliates in providing services under this Agreement, provided that Subadviser remains solely responsible for the provision of services under this Agreement. The Subadviser will exercise full discretiondiscretion with respect to the investment and reinvestment of the assets of the Fund, subject to the preceding paragraph, and act for the Fund in the same manner and with the same force and effect as the Trust might or could do with respect to purchases, sales or other transactions, as well as with respect to all other things necessary or incidental to the furtherance or conduct of such purchases, sales or other transactions. The Subadviser's authority and discretion hereunder shall include, without limitation, the power to buy, sell, retain and exchange investments and effect transactions; and other powers as the Subadviser deems appropriate in relation to investing and executing transactions for the Fund. The Adviser hereby authorizes the Subadviser to open accounts and execute documents, including trading agreements, indemnities and representation letters, in the name of, binding against and on behalf of the Fund for all purposes necessary or desirable in the Subadviser's view to effectuate the Subadviser's activities under this Agreement and transactions permitted under the investment guidelines. Notwithstanding the foregoing, the Subadviser shall, upon written instructions from the Investment Adviser, effect such portfolio transactions for the Fund as the Investment Adviser may from time to time reasonably direct, not to include security-specific transactions which might require Subadviser to deviate from the investment objectives of the Fund. Such instructions will be given in reasonable circumstances, including, without limitation, any termination of this Agreement. The Subadviser will also make its officers and employees reasonably available to meet with the officers of the Investment Adviser and the Trusts Trust’s officers and Trustees at least quarterly on due notice to review the investments and investment program of the Fund in the light of current and prospective economic and market conditions. From time to time as the Board of Trustees of the Trust or the Investment Adviser may reasonably request, the Subadviser will furnish to the Investment Adviser and Trusts Trust’s officers and to each of its Trustees, at the Subadvisers Subadviser's expense, reports on portfolio transactions and reports on issues of securities or instruments held by the Fund, all in such detail as the Trust or the Investment Adviser may reasonably request. The Sub-Adviser shall provide reasonable assistance to the Investment Adviser as to the determination of the fair value of certain investments where market quotations are not readily available for purposes of calculating net asset value of the Fund in accordance with valuation procedures and methods established by the Trust. Valuation levels for the assets listed in the Fund’s statements will reflect the Subadviser’s good faith effort to ascertain fair market levels (including accrued income, if any) for the securities and other assets in the Fund based on pricing and valuation information believed by the Subadviser to be reliable for round lot sizes. Notwithstanding the foregoing, the Investment Adviser acknowledges and agrees that (i) the Subadviser shall not be deemed to be the pricing or valuation agent for the Fund, (ii) the Subadviser is not obligated to provide pricing information to satisfy any regulatory requirements to which the Fund may be subject (e.g., FAS 157); (iii) none of the information which the Subadviser provides the Investment Adviser hereunder shall be deemed to be the official books and records of the Fund for tax, accounting or any other purpose. In addition, the Subadviser will provide a quarterly compliance certification, in such form as the Investment Adviser and the Subadviser may mutually agree from time to time. The Subadviser acknowledges and agrees that the Investment Adviser may, in its discretion, provide such quarterly compliance certifications to the Board. The Subadviser shall also, upon the reasonable request of the Investment Adviser, provide the officers of the Fund with supporting certifications in such form as the Investment Adviser and the Subadviser may mutually agree from time to time, in connection with such certifications of the Fund’s schedule of investments pursuant to the Xxxxxxxx-Xxxxx Act. The Subadviser will cooperate with and provide reasonable assistance to the Investment Adviser, the Fund’s custodian and foreign custodians, transfer agent and all other agents and representatives of the Trust and the Investment Adviser, keep all such persons fully informed as to such matters as they may reasonably deem necessary to the performance of their obligations to the Trust, on behalf of the Fund, and the Investment Adviser, provide prompt responses to reasonable requests made by such persons and maintain any appropriate interaction with each to promote the exchange of information. Unless and until otherwise directed in writing by the Investment Adviser or the Trust’s officers or Board, the Subadviser will be responsible for voting all proxies, including taking action with respect to corporate action elections for proxies and corporate actions communicated by the Fund or its agents to the Subadviser, with respect to the securities held by the Fund. The Subadviser shall not be responsible for filing proofs of claim or otherwise participating in class action lawsuits with respect to securities held by the Fund. The Subadviser shall maintain all books and records required by Rule 31a-1 under the 1940 Act relating to its responsibilities provided hereunder with respect to the Fund, and shall preserve such records for the periods and in a manner prescribed by Rule 31a-2 under the 1940 Act. The Subadviser shall permit the Investment Adviser, the Funds Fund's officers and its independent public accountants to inspect and audit such records at reasonable times during normal business hours upon due notice. If any occasion should arise in which the Subadviser gives any advice to its clients concerning the shares of the Fund, the Subadviser will act solely as investment counsel for such clients and not in any way on behalf of the Fund. The Subadvisers Subadviser's services to the Fund pursuant to this Agreement are not to be deemed to be exclusive, and it is understood that the Subadviser may render investment advice, management and other services to others. The Subadviser is prohibited from consulting with any other subadviser to the Fund or any other subadviser to any other series of the Trust concerning the Fund’s transactions in securities or other assets, except for the purpose of complying with the conditions of Rules 10f-3, 12d3-1(a) and (b) and 17a-10 under the 1940 Act.

Investment Advisory and Management Services. The Investment Adviser Fund hereby appoints engages the Subadviser Manager, and the Manager hereby agrees to serve act, as subadviser investment adviser for, and to manage the affairs, business, and the investment of the assets of, the Fund. The investment of the assets of the Fund shall at all times be subject to the applicable provisions of the Articles of Incorporation, the Bylaws, the Prospectus and Statement of Additional Information of the Fund, as from time to time in effect, and shall conform to the investment objective and policies of the Fund as set forth in the Prospectus and Statement of Additional Information of the Fund and as interpreted from time to time by the Subadviser hereby accepts such appointmentBoard of Directors of the Fund. Subject Within the framework of the investment objective and policies and restrictions of the Fund, the Manager shall have the sole and exclusive responsibility for the management of the Fund portfolio and the making and execution of all investment decisions for the Fund. The Manager shall report to the supervision Board of Directors regularly at such times and in such detail as the Board may from time to time determine to be appropriate, in order to permit the Board to determine the adherence of the Investment Adviser, Subadviser will regularly provide Manager to the Fund with investment advice and investment management services concerning the investments policies of the Fund. The Subadviser will determine what securities Manager shall be purchasedobtain and provide investment research and supervise the Fund's investments and conduct a continuous program of investment, held or sold by the Fund evaluation, and what portion if appropriate, sale and reinvestment of the Funds assets Fund's assets. The Manager shall be held uninvested in cash and cash equivalents, subject always to the provisions of the Trusts Declaration of Trust and By-laws and the 1940 Act, and to the investment objectives, policies and restrictions applicable furnish to the Fund (includingsuch statistical information, without limitation, the requirements of Subchapters L and M of the Internal Revenue Code of 1986, as amended) (the Code), as each of the same shall be from time to time in effect or set forth in the Funds Prospectus and Statement of Additional Information, as well as any other investment guidelines or policies the Board of Trustees or the Investment Adviser may from time to time establish and deliver in writing to the Subadviser. To carry out such determinations the Subadviser will exercise full discretion, subject to the preceding paragraph, and act for the Fund in the same manner and with the same force and effect as the Trust might or could do with respect to purchases, sales the investments which the Fund may hold or other transactionscontemplate purchasing, as well as with respect to all other things necessary or incidental to the furtherance or conduct of such purchases, sales or other transactions. Notwithstanding the foregoing, the Subadviser shall, upon written instructions from the Investment Adviser, effect such portfolio transactions for the Fund as the Investment Adviser may from time to time direct. Such instructions will be given in reasonable circumstances, including, without limitation, any termination of this Agreement. The Subadviser will also make its officers and employees available to meet with the officers of the Investment Adviser and the Trusts officers and Trustees at least quarterly on due notice to review the investments and investment program of the Fund in the light of current and prospective economic and market conditions. From time to time as the Board of Trustees of the Trust or the Investment Adviser may reasonably request, the Subadviser will furnish to the Investment Adviser and Trusts officers and to each of its Trustees, at the Subadvisers expense, reports on portfolio transactions and reports on issues of securities held by the Fund, all in such detail as the Trust or the Investment Adviser may reasonably request. The Subadviser Fund wishes to be informed of important developments materially affecting its portfolio and shall maintain all books expect the Manager, on its own initiative, to furnish to the Fund from time to time such information as it may believe appropriate for this purpose. In addition, the Manager shall supply office facilities, clerical staff, and records required by Rule 31a-1 under the 1940 Act relating to its responsibilities provided hereunder with respect stationery and office supplies; prepare reports to the Fund's shareholders, tax returns, reports to and shall preserve such records for filings with the periods Securities and Exchange Commission and state blue sky authorities; and generally assist in a manner prescribed by Rule 31a-2 under the 1940 Act. The Subadviser shall permit the Investment Adviser, the Funds officers and its independent public accountants to inspect and audit such records at reasonable times during normal business hours upon due notice. If any occasion should arise in which the Subadviser gives any advice to its clients concerning the shares all aspects of the Fund, the Subadviser will act solely as investment counsel for such clients and not in any way on behalf of the Fund. The Subadvisers services to the Fund pursuant to this Agreement are not to be deemed to be exclusive, and it is understood that the Subadviser may render investment advice, management and other services to others's operations.

Investment Advisory and Management Services. The Subject to and in accordance with the provisions hereof, the Investment Adviser hereby appoints the Subadviser to serve as subadviser sub-investment adviser to perform the various investment advisory and other services for the Fund set forth herein and, subject to the Fund restrictions set forth herein, hereby delegates to the Subadviser the authority vested in the Investment Adviser pursuant to the Advisory Agreement to the extent necessary to enable the Subadviser to perform its obligations under this Agreement, and the Subadviser hereby accepts such appointment. Subject to the supervision and control of the Investment AdviserAdviser and the Board of Trustees, the Subadviser will regularly provide the Fund with investment advice and investment management services concerning the investments of the Fund. The Subadviser will determine what securities shall be purchased, held held, sold or sold reinvested by the Fund and what portion of the Funds Fund's assets shall be held uninvested in cash and cash equivalents, subject always to at all times to: (i) the provisions of the Trusts Trust's Declaration of Trust and By-laws and laws, (ii) the requirements of the 1940 Act, and to the rules and regulations thereunder, (iii) the investment objectives, policies and restrictions applicable to the Fund (including, without limitation, the requirements of Subchapters L and M provisions of the Internal Revenue Code of 1986, as amended) amended (the 'Code') applicable to regulated investment companies), as each of the same shall be from time to time in effect or set forth in the Funds Fund's Prospectus and Statement of Additional Information, as well as and (iv) any other investment guidelines guidelines, policies or policies limitations the Board of Trustees or the Investment Adviser may from time to time establish and deliver in writing to the Subadviser. To carry out such determinations the Subadviser will exercise full discretion, subject to the preceding paragraph, and act for the Fund in the same manner and with the same force and effect as the Trust might or could do with respect to purchases, sales or other transactions, as well as with respect to all other things necessary or incidental to the furtherance or conduct of such purchases, sales or other transactions. Notwithstanding the foregoing, the Subadviser shall, upon written instructions from the Investment Adviser, effect such portfolio transactions for the Fund as the Investment Adviser may from time to time direct. Such instructions will be given in reasonable circumstances, including, without limitation, any termination of this Agreement. The Subadviser will also make its officers and employees available to meet with the officers of the Investment Adviser and the Trusts Trust's officers and Trustees at least quarterly on due notice to review the investments and investment program of the Fund in the light of current and prospective economic and market conditions. In addition, the Subadviser shall, on the Subadviser's own initiative, and as reasonably requested by the Investment Adviser, for itself and on behalf of the Fund, furnish to the Investment Adviser from time to time whatever information the Investment Adviser reasonably believes appropriate for this purpose. From time to time as the Board of Trustees of the Trust or the Investment Adviser may reasonably request, the Subadviser will furnish to the Investment Adviser and Trusts Trust's officers and to each of its Trustees, at the Subadvisers Subadviser's expense, reports on portfolio transactions and reports on issues issuers of securities held by the Fund, all in such detail as the Trust or the Investment Adviser may reasonably request. In addition, the Subadviser shall provide advice and assistance to the Investment Adviser as to the determination of the value of securities held or to be acquired by the Fund for valuation purposes in accordance with the process described in the Fund's current Prospectus or Statement of Additional Information. The Subadviser shall maintain all accounts, books and records as required by Rule 31a-1 under of an investment adviser of a registered investment company pursuant to the 1940 Act and the rules and regulations thereunder relating to its responsibilities provided hereunder with respect to the Fund, and shall preserve such records for the periods and in a manner prescribed by Rule 31a-2 under the 1940 ActAct and the rules and regulations thereunder. The Subadviser shall maintain and enforce adequate security procedures with respect to all materials, records, documents and data relating to any of its responsibilities pursuant to this Agreement including all means for the effecting of securities transactions. The Subadviser agrees that all such records are the property of the Trust, and will be surrendered to the Trust promptly upon request. The Subadviser shall permit the Investment Adviser, the Funds Fund's officers and its independent public accountants to inspect and audit such records pertaining to the Fund at reasonable times during normal business hours upon due notice. In the performance of its duties hereunder, the Subadviser is and shall be an independent contractor and, except as expressly provided for herein or otherwise expressly provided or authorized in writing by the Investment Adviser, shall have no authority to act for or represent any Fund or the Trust in any way or otherwise be deemed to be an agent of any Fund, the Trust or of the Investment Adviser. If any occasion should arise in which the Subadviser gives any advice to its clients concerning the shares of the Fund, the Subadviser will act solely as investment counsel for such clients and not in any way on behalf of the Fund. The Subadvisers Subadviser's services to the Fund pursuant to this Agreement are not to be deemed to be exclusive, and it is understood that the Subadviser may render investment advice, management and other services to others. Subject to and in accordance with the provisions hereof and any direction of the Board of Trustees, the Subadviser shall vote, pursuant to procedures set forth and described to the Trustees, all proxies solicited by or with respect to issuers of securities in which the assets of the Fund may be invested from time to time.