Common use of PROVISION OF INVESTMENT SUB-ADVISORY SERVICES Clause in Contracts

PROVISION OF INVESTMENT SUB-ADVISORY SERVICES. Within the framework of the fundamental policies, investment objectives, and investment restrictions of the Fund as set forth in its Prospectus and Statement of Additional Information (“Investment Guidelines”), and subject to the supervision and review of the Advisor and the Board of Trustees, the Sub-Advisor shall have the sole and exclusive responsibility for the making of all investment decisions for the Portfolio, including purchase, retention and disposition of securities, in accordance with the Investment Guidelines. As of the date of this Agreement approximately [TBD]% of the Fund’s investable assets will be allocated to the Portfolio, and on each business day during the term of this Agreement the same percentage of the net cash derived from purchases, or required for redemptions, of Fund shares will normally be added to or withdrawn from the Portfolio; provided, however, that, with prior notice to the Sub-Advisor of not less than 3 business days, the Advisor has the right at any time to reallocate the portion of the Fund’s assets allocated to the Portfolio pursuant to this Agreement if the Advisor deems such reallocation appropriate. For the purpose of complying with Rule 10f-3(a)(6)(ii), Rule 12d3-1(c)(3)(ii), Rule 17a-10(a)(2) and Rule 17e-1(d)(2) under the 1940 Act, the Sub-Advisor hereby agrees that: (i) with respect to transactions in securities or other assets for the Fund, it will not consult with any other sub-advisor to the Fund, or with any sub-advisor that is principal underwriter for the Fund or an affiliated person of such principal underwriter; (ii) with respect to transactions in securities or other assets for the Fund, it will not consult with any sub-advisor to a separate series of the Trust for which the Advisor serves as investment advisor (a “3 To 1 Fund”), or with any sub-advisor to a 3 To 1 Fund that is a principal underwriter to a 3 To 1 Fund or an affiliated person of such principal underwriter; and (iii) its responsibility in providing investment advisory services to the Fund shall be limited solely to that portion of the Fund’s portfolio designated by the Advisor. The Advisor will provide the Sub-Advisor with current information as to the identity of all such other sub-advisors to the Fund or to any other 3 To 1 Fund, and any such affiliated persons. The Sub-Advisor will, at its own expense:

PROVISION OF INVESTMENT SUB-ADVISORY SERVICES. Within the framework of the fundamental policies, investment objectives, and investment restrictions of the Fund as set forth in its Prospectus and Statement of Additional Information (“Investment Guidelines”)Fund, and subject to the supervision and review of the Advisor and the Board of Trustees, the Sub-Advisor shall have the sole and exclusive responsibility for the making of all investment decisions for the Portfolio, including purchase, retention and disposition of securities, in accordance with the Investment GuidelinesFund’s investment objectives, policies and restrictions as stated in the Prospectus. As of the date of this Agreement approximately [TBD]% 20% of the Fund’s investable assets will be allocated to the Portfolio, and on each business day during the term of this Agreement the same percentage of the net cash derived from purchases, or required for redemptions, of Fund shares will normally be added to or withdrawn from the Portfolio; provided, however, that, with prior notice to the Sub-Advisor of not less than 3 business days, that the Advisor has the right at any time to reallocate the portion of the Fund’s assets allocated to the Portfolio pursuant to this Agreement if the Advisor deems such reallocation appropriate. For the purpose of complying with Rule 10f-3(a)(6)(ii), Rule 12d3-1(c)(3)(ii), Rule 17a-10(a)(2) and Rule 17e-1(d)(217a-10(a)(2) under the 1940 Act, the Sub-Advisor hereby agrees that: (i) with respect to transactions in securities or other assets for the Fund, it will not consult with any other sub-advisor to the Fund, or with any sub-advisor that is principal underwriter for the Fund or an affiliated person of such principal underwriter; (ii) with respect to transactions in securities or other assets for the Fund, it will not consult with any sub-advisor to a separate series of the Trust for which the Advisor serves as investment advisor (a “3 To 1 Fund”)advisor, or with any sub-advisor to a 3 To 1 the Fund that is a principal underwriter to a 3 To 1 the Fund or an affiliated person of such principal underwriter; and (iii) its responsibility in providing investment advisory services to the Fund shall be limited solely to that portion of the Fund’s portfolio designated by the Advisor. The Advisor will provide the Sub-Advisor with current information as to the identity of all such other sub-advisors to the Fund or to any other 3 To 1 Fund, and any such affiliated persons. The Sub-Advisor will, at its own expense:

PROVISION OF INVESTMENT SUB-ADVISORY SERVICES. Within the framework of the fundamental policies, investment objectives, and investment restrictions of the Fund as set forth in its Prospectus and Statement of Additional Information (“Investment Guidelines”)Fund, and subject to the supervision and review of the Advisor and the Board of Trustees, the Sub-Advisor shall have the sole and exclusive responsibility for the making of all investment decisions for the Portfolio, including purchase, retention and disposition of securities, in accordance with the Investment GuidelinesFund’s fundamental policies, investment objectives, and investment restrictions as stated in the Prospectus. As of The Advisor shall determine the date of this Agreement approximately [TBD]% portion of the Fund’s investable assets will to be allocated to the Portfolio, and on each business day during the term of this Agreement the same percentage of the net cash derived from purchases, or required for redemptions, of Fund shares will normally be added to or withdrawn from the Portfolio; provided, however, that, with prior notice to the Sub-Advisor of not less than 3 business days, the . The Advisor has the right at any time to reallocate the portion of the Fund’s assets allocated to the Portfolio pursuant to this Agreement if the Advisor deems such reallocation appropriate. For the purpose of complying with Rule 10f-3(a)(6)(ii10f-3(a)(5)(ii), Rule 12d3-1(c)(3)(ii), Rule 17a-10(a)(217a- 10(a)(2) and Rule 17e-1(d)(2) under the 1940 Act, the Sub-Advisor hereby agrees that: (i) with respect to transactions in securities or other assets for the Fund, it will not consult with any other sub-advisor to the Fund, or with any sub-advisor that is principal underwriter for the Fund or an affiliated person of such principal underwriter; (ii) with respect to transactions in securities or other assets for the Fund, it will not consult with any sub-advisor to a separate series of the Trust for which the Advisor serves as investment advisor (each, a “3 To 1 PMC Fund,” and together, the “PMC Funds”), or with any sub-advisor to a 3 To 1 PMC Fund that is a principal underwriter to a 3 To 1 PMC Fund or an affiliated person of such principal underwriter; and (iii) its responsibility in providing investment advisory services to the Fund shall be limited solely to that portion of the Fund’s portfolio designated by the AdvisorPortfolio. The Advisor will provide the Sub-agrees to furnish Sub- Advisor with a current information as to the identity list of all such other sub-advisors to the Fund or PMC Funds and to update such list if there are any other 3 To 1 Fund, and any such affiliated personschanges to the sub-advisors to the PMC Funds. The Sub-Advisor will, at its own expense:

PROVISION OF INVESTMENT SUB-ADVISORY SERVICES. Within the framework of the fundamental policies, investment objectives, and investment restrictions of the Fund as set forth in its Prospectus and Statement of Additional Information (“Investment Guidelines”)Fund, and subject to the supervision and review of the Advisor and the Board of Trustees, the Sub-Advisor shall have the sole and exclusive responsibility for the making of all investment decisions for the Portfolio, including purchase, retention and disposition of securities, in accordance with the Investment GuidelinesFund’s investment objectives, policies and restrictions as stated in the Prospectus. As of the date of this Agreement approximately [TBD]% 33% of the Fund’s investable assets will be allocated to the Portfolio, and on each business day during the term of this Agreement the same percentage of the net cash derived from purchases, or required for redemptions, of Fund shares will normally be added to or withdrawn from the Portfolio; provided, however, that, with prior notice to the Sub-Advisor of not less than 3 business days, that the Advisor has the right at any time to reallocate the portion of the Fund’s assets allocated to the Portfolio pursuant to this Agreement if the Advisor deems such reallocation appropriate. For the purpose of complying with Rule 10f-3(a)(6)(ii), Rule 12d3-1(c)(3)(ii), Rule 17a-10(a)(2) and Rule 17e-1(d)(2) under the 1940 Act, the Sub-Advisor hereby agrees that: (i) with respect to transactions in securities or other assets for the Fund, it will not consult with any other sub-advisor to the Fund, or with any sub-advisor that is principal underwriter for the Fund or an affiliated person of such principal underwriter; (ii) with respect to transactions in securities or other assets for the a PMC Fund, it will not consult with any sub-advisor to a separate series of the Trust for which the Advisor serves as investment advisor (a “3 To 1 PMC Fund”), or with any sub-advisor to a 3 To 1 PMC Fund that is a principal underwriter to a 3 To 1 PMC Fund or an affiliated person of such principal underwriter; and (iii) its responsibility in providing investment advisory services to the Fund shall be limited solely to that portion of the Fund’s portfolio designated by the Advisor. The Advisor will provide the Sub-Advisor with current information as to the identity of all such other sub-advisors to the Fund or to any other 3 To 1 Fund, and any such affiliated persons. The Sub-Advisor will, at its own expense:

PROVISION OF INVESTMENT SUB-ADVISORY SERVICES. Within the framework of the fundamental policies, investment objectives, and investment restrictions of the Fund as set forth in its Prospectus and Statement of Additional Information (“Investment Guidelines”)Fund, and subject to the supervision and review of the Advisor Adviser and the Board of Trustees, the Sub-Advisor Adviser shall have the sole and exclusive responsibility for the making of all investment decisions for the Portfolio, including purchase, retention and disposition of securities, in accordance with the Investment GuidelinesFund’s investment objectives, policies and restrictions as stated in the Prospectus. As of the date of this Agreement approximately [TBD]% 100% of the Fund’s investable assets will be allocated to the Portfolio, and on each business day during the term of this Agreement the same percentage of the net cash derived from purchases, or required for redemptions, of Fund shares will normally be added to or withdrawn from the Portfolio; provided, however, that, with prior notice to that the Sub-Advisor of not less than 3 business days, the Advisor Adviser has the right at any time to reallocate the portion of the Fund’s assets allocated to the Portfolio pursuant to this Agreement if the Advisor Adviser deems such reallocation appropriate. For the purpose of complying with Rule 10f-3(a)(6)(ii), Rule 12d3-1(c)(3)(ii), Rule 17a-10(a)(2) and Rule 17e-1(d)(2) under the 1940 Act, the Sub-Advisor Adviser hereby agrees that: (i) with respect to transactions in securities or other assets for the Fund, it will not consult with any other sub-advisor adviser to the Fund, or with any sub-advisor adviser that is principal underwriter for the Fund or an affiliated person of such principal underwriter; (ii) with respect to transactions in securities or other assets for the FundFund (as defined below), it will not consult with any sub-advisor adviser to a separate series of the Trust for which the Advisor Adviser serves as investment advisor (a “3 To 1 Fund”)adviser, or with any sub-advisor adviser to a 3 To 1 Fund fund that is a principal underwriter to a 3 To 1 the Fund or an affiliated person of such principal underwriter; and (iii) its responsibility in providing investment advisory services to the Fund shall be limited solely to that portion of the Fund’s portfolio designated by the AdvisorAdviser. The Advisor Adviser will provide the furnish to Sub-Advisor with Adviser a current information as to the identity list of all such other sub-advisors to advisers and principal underwriters and affiliates thereof, as well as affiliates of the Fund or to any other 3 To 1 Fund, and shall notify Sub-Adviser promptly of any changes to such affiliated personslist. The Sub-Advisor Adviser will, at its own expense:

PROVISION OF INVESTMENT SUB-ADVISORY SERVICES. Within the framework of the fundamental policies, investment objectives, and investment restrictions of the Fund as set forth in its Prospectus and Statement of Additional Information (“Investment Guidelines”)Fund, and subject to the supervision and review of the Advisor and the Board of Trustees, the Sub-Advisor shall have the sole and exclusive responsibility for the making of all investment decisions for the Portfolio, including purchase, retention and disposition of securities, in accordance with the Investment GuidelinesFund’s investment objectives, policies and restrictions as stated in the Prospectus. As of the date of this Agreement approximately [TBD]% [ ]% of the Fund’s investable assets will be allocated to the Portfolio, and on each business day during the term of this Agreement the same percentage of the net cash derived from purchases, or required for redemptions, of Fund shares will normally be added to or withdrawn from the Portfolio; provided, however, that, with prior notice to the Sub-Advisor of not less than 3 business days, that the Advisor has the right at any time to reallocate the portion of the Fund’s assets allocated to the Portfolio pursuant to this Agreement if the Advisor deems such reallocation appropriate. For the purpose of complying with Rule 10f-3(a)(6)(ii), Rule 12d3-1(c)(3)(ii), Rule 17a-10(a)(2) and Rule 17e-1(d)(2) under the 1940 Act, the Sub-Advisor hereby agrees that: (i) with respect to transactions in securities or other assets for the Fund, it will not consult with any other sub-advisor to the Fund, or with any sub-advisor that is principal underwriter for the Fund or an affiliated person of such principal underwriter; (ii) with respect to transactions in securities or other assets for the a PMC Fund, it will not consult with any sub-advisor to a separate series of the Trust for which the Advisor serves as investment advisor (a “3 To 1 PMC Fund”), or with any sub-advisor to a 3 To 1 PMC Fund that is a principal underwriter to a 3 To 1 PMC Fund or an affiliated person of such principal underwriter; and (iii) its responsibility in providing investment advisory services to the Fund shall be limited solely to that portion of the Fund’s portfolio designated by the Advisor. The Advisor will provide the Sub-Advisor with current information as to the identity of all such other sub-advisors to the Fund or to any other 3 To 1 Fund, and any such affiliated persons. The Sub-Advisor will, at its own expense:

PROVISION OF INVESTMENT SUB-ADVISORY SERVICES. Within the framework of the fundamental policies, investment objectives, and investment restrictions of the Fund as set forth in its Prospectus and Statement of Additional Information (“Investment Guidelines”), and subject to the supervision and review of the Advisor and the Board of Trustees, the The Sub-Advisor shall have the sole and exclusive responsibility for the making of all investment decisions for the Portfolio, including purchase, retention and disposition of securities, and shall take such action as may be necessary to implement the same. The Sub-Advisor shall make such decisions in accordance with the Investment Guidelines. As fundamental policies, investment objectives, and investment restrictions of the date of this Agreement approximately [TBD]% Fund as set forth in the Prospectus, as from time to time amended, and in the Investment Guidelines attached hereto as Exhibit A (the “Guidelines”), subject to the supervision and review of the Fund’s investable assets will be allocated to Advisor and the Portfolio, and on each business day during the term Board of this Agreement the same percentage of the net cash derived from purchases, or required for redemptions, of Fund shares will normally be added to or withdrawn from the Portfolio; provided, however, that, with prior notice to Trustees. The Advisor shall provide the Sub-Advisor with written notice of not any changes to such objectives, policies and restrictions no less than 3 business days, the Advisor has the right at any time to reallocate the portion of the Fund’s assets allocated 60 days prior to the Portfolio pursuant to this Agreement if the Advisor deems effectiveness of any such reallocation appropriatechange. For the purpose of complying with Rule 10f-3(a)(6)(ii), Rule 12d3-1(c)(3)(ii), Rule 17a-10(a)(2) and Rule 17e-1(d)(2) under the 1940 Act, the Sub-Advisor hereby agrees that: (i) with respect to transactions in securities or other assets for the Fund, it will not consult with any other sub-advisor to the Fund, or with any sub-advisor that is principal underwriter for the Fund or an affiliated person of such principal underwriter; (ii) with respect to transactions in securities or other assets for the Fund, it will not consult with any sub-advisor to a separate series of the Trust for which the Advisor serves as investment advisor (a “3 To 1 Fund”)advisor, or with any sub-advisor to a 3 To 1 the Fund that is a principal underwriter to a 3 To 1 the Fund or an affiliated person of such principal underwriter; and (iii) its responsibility in providing investment advisory services to the Fund shall be limited solely to that portion of the Fund’s portfolio designated by the Advisor. The Advisor will provide the Sub-Advisor with current information as to the identity of all such other sub-advisors to the Fund or to any other 3 To 1 Fund, and any such affiliated persons. The Sub-Advisor will, at its own expense:

PROVISION OF INVESTMENT SUB-ADVISORY SERVICES. Within the framework of the fundamental policies, investment objectives, and investment restrictions of the Fund as set forth in its Prospectus and Statement of Additional Information (“Investment Guidelines”)Funds, and subject to the supervision and review of the Advisor and the Board of Trustees, the Sub-Advisor Sub‑Advisor shall have the sole and exclusive responsibility for the making of all investment decisions for the Portfolio, including purchase, retention and disposition of securities, in accordance with each Fund’s investment objectives, policies and restrictions as stated in the Investment GuidelinesProspectus. As of the date of this Agreement approximately [TBD]% Agreement, all (100%) of the each Fund’s investable assets will be allocated to the Portfolio, and on each business day during the term of this Agreement the same percentage of the net cash derived from purchases, or required for redemptions, of Fund each Fund’s shares will normally be added to or withdrawn from the Portfolio; provided, however, that, with prior notice to the Sub-Advisor of not less than 3 business days, provided that the Advisor has the right at any time to reallocate the portion of the each Fund’s assets allocated to the Portfolio pursuant to this Agreement if the Advisor deems such reallocation appropriate. For the purpose of complying with Rule 10f-3(a)(6)(ii10f‑3(a)(5)(ii), Rule 12d3-1(c)(3)(ii12d3‑1(c)(3)(ii), Rule 17a-10(a)(217a‑10(a)(2) and Rule 17e-1(d)(217e‑1(d)(2) under the 1940 Act, the Sub-Advisor Sub‑Advisor hereby agrees that: (i) with respect to transactions in securities or other assets for the FundFunds, it will not consult with any other sub-advisor sub‑advisor to the FundFunds, or with any sub-advisor sub‑advisor that is a principal underwriter for the Fund Funds or an affiliated person of such principal underwriter, other than for purposes of complying with the conditions of Rule 12d3‑1(a) or (b) under the 1940 Act; (ii) with respect to transactions in securities or other assets for the FundFunds, it will not consult with any sub-advisor sub‑advisor to a separate series of the Trust for which the Advisor serves as investment advisor (a “3 To 1 Fund”)advisor, or with any sub-advisor sub‑advisor to a 3 To 1 Fund the Funds that is a principal underwriter to a 3 To 1 Fund the Funds or an affiliated person of such principal underwriter, other than for purposes of complying with the conditions of Rule 12d3‑1(a) or (b) under the 1940 Act; and (iii) its responsibility in providing investment advisory services to the Fund Funds shall be limited solely to that portion of the each Fund’s portfolio designated by the Advisor. The Advisor will provide the Sub-Advisor with current information as to the identity of all such other sub-advisors to the Fund or to any other 3 To 1 Fund, and any such affiliated persons. The Sub-Advisor Sub‑Advisor will, at its own expense:

PROVISION OF INVESTMENT SUB-ADVISORY SERVICES. Within the framework of the fundamental policies, investment objectives, and investment restrictions of the Fund as set forth in its Prospectus and Statement of Additional Information (“Investment Guidelines”)Funds, and subject to the supervision and review of the Advisor and the Board of Trustees, the Sub-Advisor shall have the sole and exclusive responsibility for the making of all investment decisions for the Portfolio, including purchase, retention and disposition of securities, in accordance with each Fund’s investment objectives, policies and restrictions as stated in the Investment GuidelinesProspectus. As of the date of this Agreement approximately [TBD]% 20% of the each Fund’s investable assets will be allocated to the Portfolio, and on each business day during the term of this Agreement the same percentage of the net cash derived from purchases, or required for redemptions, of Fund shares will normally be added to or withdrawn from the Portfolio; provided, however, that, with prior notice to the Sub-Advisor of not less than 3 business days, that the Advisor has the right at any time to reallocate the portion of the a Fund’s assets allocated to the Portfolio pursuant to this Agreement if the Advisor deems such reallocation appropriate. For the purpose of complying with Rule 10f-3(a)(6)(ii), Rule 12d3-1(c)(3)(ii), Rule 17a-10(a)(2) and Rule 17e-1(d)(2) under the 1940 Act, the Sub-Advisor hereby agrees that: (i) with respect to transactions in securities or other assets for the FundFunds, it will not consult with any other sub-advisor to the FundFunds, or with any sub-advisor that is principal underwriter for the Fund Funds or an affiliated person of such principal underwriter; (ii) with respect to transactions in securities or other assets for the a Fund, it will not consult with any sub-advisor to a separate series of the Trust for which the Advisor serves as investment advisor (a “3 To 1 PMC Fund”), or with any sub-advisor to a 3 To 1 PMC Fund that is a principal underwriter to a 3 To 1 PMC Fund or an affiliated person of such principal underwriter; and (iii) its responsibility in providing investment advisory services to the Fund Funds shall be limited solely to that portion of the each Fund’s portfolio designated by the Advisor. The Advisor will provide the Sub-Advisor with current information as to the identity of all such other sub-advisors to the Fund or to any other 3 To 1 Fund, and any such affiliated persons. The Sub-Advisor will, at its own expense:

PROVISION OF INVESTMENT SUB-ADVISORY SERVICES. Within the framework of the fundamental policies, investment objectives, and investment restrictions of the Fund as set forth in its Prospectus and Statement of Additional Information (“Investment Guidelines”)Fund, and subject to the supervision and review of the Advisor and the Board of Trustees, the Sub-Advisor shall have the sole and exclusive responsibility for the making of all investment decisions for the Portfolio, including purchase, retention and disposition of securities, in accordance with the Investment GuidelinesFund’s investment objectives, policies and restrictions as stated in the Prospectus. As of the date of this Agreement approximately [TBD]% [ ]% of the Fund’s investable assets will be allocated to the Portfolio, and on each business day during the term of this Agreement the same percentage of the net cash derived from purchases, or required for redemptions, of Fund shares will normally be added to or withdrawn from the Portfolio; provided, however, that, with prior notice to the Sub-Advisor of not less than 3 business days, that the Advisor has the right at any time to reallocate the portion of the Fund’s assets allocated to the Portfolio pursuant to this Agreement if the Advisor deems such reallocation appropriate. For the purpose of complying with Rule 10f-3(a)(6)(ii), Rule 12d3-1(c)(3)(ii), Rule 17a-10(a)(2) and Rule 17e-1(d)(2) under the 1940 Act, the Sub-Advisor hereby agrees that: (i) with respect to transactions in securities or other assets for the Fund, it will not consult with any other sub-advisor adviser to the Fund, or with any sub-advisor adviser that is principal underwriter for the Fund or an affiliated person of such principal underwriter; (ii) with respect to transactions in securities or other assets for the Fundan Ascentia Fund (as defined below), it will not consult with any sub-advisor adviser to a separate series of the Trust for which the Advisor serves as investment advisor adviser (a an “3 To 1 Ascentia Fund”), or with any sub-advisor adviser to a 3 To 1 an Ascentia Fund that is a principal underwriter to a 3 To 1 an Ascentia Fund or an affiliated person of such principal underwriter; and (iii) its responsibility in providing investment advisory services to the Fund shall be limited solely to that portion of the Fund’s portfolio designated by the Advisor. The Advisor will provide the Sub-Advisor with current information as to the identity of all such other sub-advisors to the Fund or to any other 3 To 1 Fund, and any such affiliated persons. The Sub-Advisor will, at its own expense:

PROVISION OF INVESTMENT SUB-ADVISORY SERVICES. Within the framework of the fundamental policies, investment objectives, and investment restrictions of the Fund as set forth in its Prospectus and Statement of Additional Information (“Investment Guidelines”)Fund, and subject to the supervision and review of the Advisor and the Board of Trustees, the Sub-Advisor shall have the sole and exclusive responsibility for the making of all investment decisions for the Portfolio, including purchase, retention and disposition of securities, in accordance with the Investment GuidelinesFund’s investment objectives, policies and restrictions as stated in the Prospectus. As of the date of this Agreement approximately [TBD]% 33% of the Fund’s investable assets will be allocated to the Portfolio, and on each business day during the term of this Agreement the same percentage of the net cash derived from purchases, or required for redemptions, of Fund shares will normally be added to or withdrawn from the Portfolio; provided, however, that, with prior notice to the Sub-Advisor of not less than 3 business days, that the Advisor has the right at any time to reallocate the portion of the Fund’s assets allocated to the Portfolio pursuant to this Agreement if the Advisor deems such reallocation appropriate. For the purpose of complying with Rule 10f-3(a)(6)(ii), Rule 12d3-1(c)(3)(ii), Rule 17a-10(a)(2) and Rule 17e-1(d)(2) under the 1940 Act, the Sub-Advisor hereby agrees that: (i) with respect to transactions in securities or other assets for the a PMC Fund, it will not consult with any other sub-advisor to the Fund, or with any sub-advisor that is principal underwriter for the Fund or an affiliated person of such principal underwriter; (ii) with respect to transactions in securities or other assets for the a PMC Fund, it will not consult with any sub-advisor to a separate series of the Trust for which the Advisor serves as investment advisor (a “3 To 1 PMC Fund”), or with any sub-advisor to a 3 To 1 PMC Fund that is a principal underwriter to a 3 To 1 PMC Fund or an affiliated person of such principal underwriter; and (iii) its responsibility in providing investment advisory services to the Fund shall be limited solely to that portion of the Fund’s portfolio designated by the Advisor. The Advisor will provide the Sub-Advisor with current information as to the identity of all such other sub-advisors to the Fund or to any other 3 To 1 Fund, and any such affiliated persons. The Sub-Advisor will, at its own expense:

PROVISION OF INVESTMENT SUB-ADVISORY SERVICES. Within the framework of the fundamental policies, investment objectives, and investment restrictions of the Fund as set forth in its Prospectus and Statement of Additional Information (“Investment Guidelines”)Fund, and subject to the supervision and review of the Advisor and the Board of Trustees, the Sub-Advisor shall have the sole and exclusive responsibility for the making of all investment decisions for the Portfolio, including purchase, retention and disposition of securities, in accordance with the Investment GuidelinesFund’s investment objectives, policies and restrictions as stated in the Prospectus. The Sub-Advisor shall have authority to exercise any right, including the right to vote incident to any securities or any property held in the Portfolio, and to issue instructions to the Custodian for such purposes. Notwithstanding the foregoing, the Sub-Advisor shall not be obligated to take any action or render advice involving legal action on the Fund’s behalf with respect to assets in the Portfolio that become subject to any legal notices or proceedings, including securities class actions and bankruptcies. The Trust and Fund retain the right to proceed directly as a security holder against the issuer of any security in the Portfolio. As of the date of this Agreement approximately [TBD]% 33% of the Fund’s investable assets will be allocated to the Portfolio, and on each business day during the term of this Agreement the same percentage of the net cash derived from purchases, or required for redemptions, of Fund shares will normally be added to or withdrawn from the Portfolio; provided, however, that, with prior notice to the Sub-Advisor of not less than 3 business days, that the Advisor has the right at any time to reallocate the portion of the Fund’s assets allocated to the Portfolio pursuant to this Agreement if the Advisor deems such reallocation appropriate. For the purpose of complying with Rule 10f-3(a)(6)(ii), Rule 12d3-1(c)(3)(ii), Rule 17a-10(a)(2) and Rule 17e-1(d)(2) under the 1940 Act, the Sub-Advisor hereby agrees that: (i) with respect to transactions in securities or other assets for the a PMC Fund, it will not consult with any other sub-advisor to the Fund, or with any sub-advisor that is principal underwriter for the Fund or an affiliated person of such principal underwriter; (ii) with respect to transactions in securities or other assets for the a PMC Fund, it will not consult with any sub-advisor to a separate series of the Trust for which the Advisor serves as investment advisor (a “3 To 1 PMC Fund”), or with any sub-advisor to a 3 To 1 PMC Fund that is a principal underwriter to a 3 To 1 PMC Fund or an affiliated person of such principal underwriter; and (iii) its responsibility in providing investment advisory services to the Fund shall be limited solely to that portion of the Fund’s portfolio designated by the Advisor. The Advisor will provide the Sub-Advisor with current information as to the identity of all such other sub-advisors to the Fund or to any other 3 To 1 Fund, and any such affiliated persons. The Sub-Advisor will, at its own expense:

PROVISION OF INVESTMENT SUB-ADVISORY SERVICES. Within the framework of Subject to the fundamental policies, investment objectives, and investment restrictions of the Fund as set forth stated in its Prospectus and Statement of Additional Information (“Investment Guidelines”)the then effective Prospectus, and subject to the supervision and review of the Advisor and the Board of Trustees, the Sub-Advisor shall have the sole and exclusive responsibility for the making of all investment decisions for the Portfolio, including purchase, retention and disposition of securities, in accordance with the Investment Guidelines. As of the date of this Agreement approximately [TBD]% 20% of the Fund’s investable assets will be allocated to the Portfolio, and on each business day during the term of this Agreement the same percentage of the net cash derived from purchases, or required for redemptions, of Fund shares will normally be added to or withdrawn from the Portfolio, as applicable; provided, however, that, with prior notice to the Sub-Advisor of not less than 3 business days, that the Advisor has the right at any time to reallocate the portion of the Fund’s assets allocated to the Portfolio pursuant to this Agreement if the Advisor deems such reallocation appropriate. For the purpose of complying with Rule 10f-3(a)(6)(ii10f-3(a)(5)(ii), Rule 12d3-1(c)(3)(ii), Rule 17a-10(a)(2) and Rule 17e-1(d)(217a-10(a)(2) under the 1940 Act, the Sub-Advisor hereby agrees that: (i) with respect to transactions in securities or other assets for the FundPortfolio, it will not consult with any other sub-advisor to the Fund, or with any sub-advisor that is principal underwriter for the Fund or an affiliated person of such principal underwriter; (ii) with respect to transactions in securities or other assets for the FundPortfolio, it will not consult with any sub-advisor to a separate series of the Trust for which the Advisor serves as investment advisor (a “3 To 1 Fund”)advisor, or with any sub-advisor to a 3 To 1 the Fund that is a principal underwriter to a 3 To 1 the Fund or an affiliated person of such principal underwriter; and (iii) its responsibility in providing investment advisory services to the Fund shall be limited solely to that portion of the Fund’s portfolio designated by the Advisor. The Advisor will provide the Sub-Advisor with current information as to the identity of all such other sub-advisors to the Fund or to any other 3 To 1 Fund, and any such affiliated personsPortfolio. The Sub-Advisor will, at its own expense:

PROVISION OF INVESTMENT SUB-ADVISORY SERVICES. Within the framework of the fundamental policies, investment objectives, and investment restrictions of the Fund as set forth in its Prospectus and Statement of Additional Information (“Investment Guidelines”), and subject to the supervision and review of the Advisor and the Board of Trustees, the Sub-Advisor shall have the sole and exclusive responsibility for the making of all investment decisions for the Portfolio, including purchase, retention and disposition of securities, in accordance with the Investment Guidelines. As of the date of this Agreement approximately [TBD]% 40% of the Fund’s investable assets will be allocated to the Portfolio, and on each business day during the term of this Agreement the same percentage of the net cash derived from purchases, or required for redemptions, of Fund shares will normally be added to or withdrawn from the Portfolio; provided, however, that, with prior notice to the Sub-Advisor of not less than 3 business days, the Advisor has the right at any time to reallocate the portion of the Fund’s assets allocated to the Portfolio pursuant to this Agreement if the Advisor deems such reallocation appropriate. For the purpose of complying with Rule 10f-3(a)(6)(ii), Rule 12d3-1(c)(3)(ii), Rule 17a-10(a)(2) and Rule 17e-1(d)(2) under the 1940 Act, the Sub-Advisor hereby agrees that: (i) with respect to transactions in securities or other assets for the Fund, it will not consult with any other sub-advisor to the Fund, or with any sub-advisor that is principal underwriter for the Fund or an affiliated person of such principal underwriter; (ii) with respect to transactions in securities or other assets for the Fund, it will not consult with any sub-advisor to a separate series of the Trust for which the Advisor serves as investment advisor (a each an “3 To 1 SMI Fund”), or with any sub-advisor to a 3 To 1 an SMI Fund that is a principal underwriter to a 3 To 1 such SMI Fund or an affiliated person of such principal underwriter; and (iii) its responsibility in providing investment advisory services to the Fund shall be limited solely to that portion of the Fund’s portfolio designated by the Advisor. The Advisor will provide the Sub-Advisor with current information as to the identity of all such other sub-advisors to the Fund or to any other 3 To 1 SMI Fund, and any such affiliated persons. The Sub-Advisor will, at its own expense:

PROVISION OF INVESTMENT SUB-ADVISORY SERVICES. Within the framework of the fundamental policies, investment objectives, and investment restrictions of the Fund as set forth in its Prospectus and Statement of Additional Information (“Investment Guidelines”)Fund, and subject to the supervision and review of the Advisor and the Board of Trustees, the Sub-Advisor shall have the sole and exclusive responsibility for the making of all investment decisions for the Portfolio, including purchase, retention and disposition of securities, in accordance with the Investment GuidelinesFund’s investment objectives, policies and restrictions as stated in the Prospectus. As of the date of this Agreement approximately [TBD]% 33.3% of the Fund’s investable assets will be allocated to the Portfolio, and on each business day during the term of this Agreement the same percentage of the net cash derived from purchases, or required for redemptions, of Fund shares will normally be added to or withdrawn from the Portfolio; provided, however, that, with prior notice to the Sub-Advisor of not less than 3 business days, that the Advisor has the right at any time to reallocate the portion of the Fund’s assets allocated to the Portfolio pursuant to this Agreement if the Advisor deems such reallocation appropriate. For the purpose of complying with Rule 10f-3(a)(6)(ii), Rule 12d3-1(c)(3)(ii), Rule 17a-10(a)(2) and Rule 17e-1(d)(2) under the 1940 Act, the Sub-Advisor hereby agrees that: (i) with respect to transactions in securities or other assets for the Fund, it will not consult with any other sub-advisor to the Fund, or with any sub-advisor that is principal underwriter for the Fund or an affiliated person of such principal underwriter; (ii) with respect to transactions in securities or other assets for the a PMC Fund, it will not consult with any sub-advisor to a separate series of the Trust for which the Advisor serves as investment advisor (a “3 To 1 PMC Fund”), or with any sub-advisor to a 3 To 1 PMC Fund that is a principal underwriter to a 3 To 1 PMC Fund or an affiliated person of such principal underwriter,; and (iii) its responsibility in providing investment advisory services to the Fund shall be limited solely to that portion of the Fund’s portfolio designated by the Advisor. The Advisor will provide the Sub-Advisor with current information as to the identity of all such other sub-advisors to the Fund or to any other 3 To 1 Fund, and any such affiliated persons. The Sub-Advisor will, at its own expense:

PROVISION OF INVESTMENT SUB-ADVISORY SERVICES. Within the framework of the fundamental policies, investment objectives, and investment restrictions of the Fund as set forth in its Prospectus and Statement of Additional Information (“Investment Guidelines”)Fund, and subject to the supervision and review of the Advisor and the Board of Trustees, the Sub-Advisor shall have the sole and exclusive responsibility for the making of all investment decisions for the Portfolio, including purchase, retention and disposition of securities, in accordance with the Investment GuidelinesFund’s investment objectives, policies and restrictions as stated in the Prospectus. As of the date of this Agreement approximately [TBD]% 33% of the Fund’s investable assets will be allocated to the Portfolio, and on each business day during the term of this Agreement the same percentage of the net cash derived from purchases, or required for redemptions, of Fund shares will normally be added to or withdrawn from the Portfolio; provided, however, that, with prior notice to the Sub-Advisor of not less than 3 business days, that the Advisor has the right at any time to reallocate the portion of the Fund’s assets allocated to the Portfolio pursuant to this Agreement if the Advisor deems such reallocation appropriate. For the purpose of complying with Rule 10f-3(a)(6)(ii), Rule 12d3-1(c)(3)(ii), Rule 17a-10(a)(2) and Rule 17e-1(d)(2) under the 1940 Act, the Sub-Advisor hereby agrees that: (i) with respect to transactions in securities or other assets for the Fund, it will not consult with any other sub-advisor to the Fund, or with any sub-advisor that is principal underwriter for the Fund or an affiliated person of such principal underwriter; (ii) with respect to transactions in securities or other assets for the a PMC Fund, it will not consult with any sub-advisor to a separate series of the Trust for which the Advisor serves as investment advisor (a “3 To 1 PMC Fund”), or with any sub-advisor to a 3 To 1 PMC Fund that is a principal underwriter to a 3 To 1 PMC Fund or an affiliated person of such principal underwriter; and (iii) its responsibility in providing investment advisory services to the Fund shall be limited solely to that portion of the Fund’s portfolio designated by the Advisor. The ; provided Advisor will provide the delivers to Sub-Advisor with current information as to the identity a list of all such other current sub-advisors to the Fund or Fund, sub-advisors to any other 3 To 1 Fund, PMC Fund and any such affiliated personspersons to which this restriction applies. The Sub-Advisor will, at its own expense:

PROVISION OF INVESTMENT SUB-ADVISORY SERVICES. Within the framework of the fundamental policies, investment objectives, and investment restrictions of the Fund as set forth in its the Fund’s Prospectus and Statement of Additional Information (“Investment Guidelines”), and subject to the supervision and review of the Advisor and the Board of Trustees, the Sub-Advisor shall have the sole and exclusive responsibility for the making of all investment decisions for the Portfolio, including purchase, retention and disposition of securities, in accordance with the Investment GuidelinesFund’s investment objectives, policies and restrictions as stated in the Prospectus. As of the date of this Agreement up to approximately [TBD]% 20% of the Fund’s investable assets will be allocated to the Portfolio, and on each business day during the term of this Agreement the same percentage of the net cash derived from purchases, or required for redemptions, of Fund shares will normally be added to or withdrawn from the Portfolio; provided, however, that, with prior notice to the Sub-Advisor of not less than 3 business days, that the Advisor has the right at any time to reallocate the portion of the Fund’s assets allocated to the Portfolio pursuant to this Agreement if the Advisor deems such reallocation appropriateappropriate and provided further that Advisor shall provide prompt written notice to Sub-Advisor of such reallocation. Furthermore, any proposed reallocation that would cause the portion of the Fund managed by the Sub-Advisor to exceed $20 million will require the pre-approval of the Sub-Advisor before taking effect. For the purpose of complying with Rule 10f-3(a)(6)(ii), Rule 12d3-1(c)(3)(ii), Rule 17a-10(a)(2) and Rule 17e-1(d)(217a-10(a)(2) under the 1940 Act, the Sub-Advisor hereby agrees that: (i) with respect to transactions in securities or other assets for the Fund, it will not consult with any other sub-advisor to the Fund, or with any sub-advisor that is principal underwriter for the Fund or an affiliated person of such principal underwriter; (ii) with respect to transactions in securities or other assets for the Fund, it will not consult with any sub-advisor to a separate series of the Trust for which the Advisor serves as investment advisor (a “3 To 1 Fund”)advisor, or with any sub-advisor to a 3 To 1 the Fund that is a principal underwriter to a 3 To 1 the Fund or an affiliated person of such principal underwriter; and (iii) its responsibility in providing investment advisory services to the Fund shall be limited solely to that portion of the Fund’s portfolio designated in writing by the Advisor. The Advisor will shall provide the Sub-Advisor with a current information as to the identity list of all such other sub-advisors advisers to the Fund or to any other 3 To 1 Fund, and any such affiliated persons. The Sub-Advisor will, at its own expense:

PROVISION OF INVESTMENT SUB-ADVISORY SERVICES. Within the framework of the fundamental policies, investment objectives, and investment restrictions of the Fund as set forth in its Prospectus and Statement of Additional Information (“Investment Guidelines”)Fund, and subject to the supervision and review of the Advisor and the Board of Trustees, the Sub-Advisor shall have the sole and exclusive responsibility for the making of all investment decisions for the Portfolio, including purchase, retention and disposition of securities, in accordance with the Investment GuidelinesFund’s investment objectives, policies and restrictions as stated in the Prospectus. As of the date of this Agreement approximately [TBD]% of the Fund’s investable assets will be allocated to the Portfolio, and on each business day during the term of this Agreement the same percentage of the net cash derived from purchases, or required for redemptions, of Fund shares will normally be added to or withdrawn from the Portfolio; provided, however, that, with prior notice to the Sub-Advisor of not less than 3 business days, that the Advisor has the right at any time to reallocate the portion of the Fund’s assets allocated to the Portfolio pursuant to this Agreement if the Advisor deems such reallocation appropriate. For the purpose of complying with Rule 10f-3(a)(6)(ii), Rule 12d3-1(c)(3)(ii), Rule 17a-10(a)(2) and Rule 17e-1(d)(2) under the 1940 Act, the Sub-Advisor hereby agrees that: (i) with respect to transactions in securities or other assets for the Fund, it will not consult with any other sub-advisor Advisor to the Fund, or with any sub-advisor Advisor that is principal underwriter for the Fund or an affiliated person of such principal underwriter; (ii) with respect to transactions in securities or other assets for the Funda PMC Fund (as defined below), it will not consult with any sub-advisor Advisor to a separate series of the Trust for which the Advisor serves as investment advisor Advisor (a “3 To 1 PMC Fund”), or with any sub-advisor Advisor to a 3 To 1 PMC Fund that is a principal underwriter to a 3 To 1 PMC Fund or an affiliated person of such principal underwriter; and (iii) its responsibility in providing investment advisory services to the Fund shall be limited solely to that portion of the Fund’s portfolio designated by the Advisor. The Advisor will provide the Sub-Advisor with current information as to the identity of all such other sub-advisors to the Fund or to any other 3 To 1 Fund, and any such affiliated persons. The Sub-Advisor will, at its own expense:

PROVISION OF INVESTMENT SUB-ADVISORY SERVICES. Within the framework of the fundamental policies, investment objectives, and investment restrictions of the Fund as set forth in its Prospectus and Statement of Additional Information (“Investment Guidelines”)Fund, and subject to the supervision and review of the Advisor and the Board of Trustees, the Sub-Advisor shall have the sole and exclusive responsibility for the making of all investment decisions for the Portfolio, including purchase, retention and disposition of securities, in accordance with the Investment GuidelinesFund’s investment objectives, policies and restrictions as stated in the Prospectus. As of the date of this Agreement approximately [TBD]% 1/3 of the Fund’s investable assets will be allocated to the Portfolio, and on each business day during the term of this Agreement the same percentage of the net cash derived from purchases, or required for redemptions, of Fund shares will normally be added to or withdrawn from the Portfolio; provided, however, that, with prior notice to the Sub-Advisor of not less than 3 business days, that the Advisor has the right at any time to reallocate the portion of the Fund’s assets allocated to the Portfolio pursuant to this Agreement if the Advisor deems such reallocation appropriate, and Advisor shall promptly notify the Sub-Advisor of such reallocation. For the purpose of complying with Rule 10f-3(a)(6)(ii), Rule 12d3-1(c)(3)(ii), Rule 17a-10(a)(2) and Rule 17e-1(d)(217a-10(a)(2) under the 1940 Act, the Sub-Advisor hereby agrees that: (i) with respect to transactions in securities or other assets for the a PMC Fund, it will not consult with any other sub-advisor to the Fund, or with any sub-advisor that is principal underwriter for the Fund or an affiliated person of such principal underwriter; (ii) with respect to transactions in securities or other assets for the a PMC Fund (“PMC Fund”), it will not consult with any sub-advisor to a separate series of the Trust for which the Advisor serves as investment advisor (a “3 To 1 Fund”), PMC Fund or with any sub-advisor to a 3 To 1 PMC Fund that is a principal underwriter to a 3 To 1 PMC Fund or an affiliated person of such principal underwriter,; and (iii) its responsibility in providing investment advisory services to the Fund shall be limited solely to that portion of the Fund’s portfolio designated by the Advisor. The Advisor will provide the Sub-Advisor with current information as to the identity of all such other sub-advisors to the Fund or to any other 3 To 1 Fund, and any such affiliated persons. The Sub-Advisor will, at its own expense:

PROVISION OF INVESTMENT SUB-ADVISORY SERVICES. Within the framework of the fundamental policies, investment objectives, and investment restrictions of the Fund as set forth in its Prospectus and Statement of Additional Information (the “Investment Guidelines”), and subject to the supervision and review of the Advisor and the Board of Trustees, the Sub-Advisor shall have the sole and exclusive responsibility for the making of all investment decisions for the Portfolio, including purchase, retention and disposition of securities, in accordance with the Investment Guidelines. As of the date of this Agreement approximately [TBD]% 33% of the Fund’s investable assets will be allocated to the Portfolio, and on each business day during the term of this Agreement the same percentage of the net cash derived from purchases, or required for redemptions, of Fund shares will normally be added to or withdrawn from the Portfolio; provided, however, that, with prior notice to the Sub-Advisor of not less than 3 business days, the Advisor has the right at any time to reallocate the portion of the Fund’s assets allocated to the Portfolio pursuant to this Agreement if the Advisor deems such reallocation appropriate. For the purpose of complying with Rule 10f-3(a)(6)(ii), Rule 12d3-1(c)(3)(ii), Rule 17a-10(a)(2) and Rule 17e-1(d)(2) under the 1940 Act, the Sub-Advisor hereby agrees that: (i) with respect to transactions in securities or other assets for the Fund, it will not consult with any other sub-advisor to the Fund, or with any sub-advisor that is principal underwriter for the Fund or an affiliated person of such principal underwriter; (ii) with respect to transactions in securities or other assets for the Fund, it will not consult with any sub-advisor to a separate series of the Trust for which the Advisor serves as investment advisor (a “3 To 1 Fund”), or with any sub-advisor to a 3 To 1 Fund that is a principal underwriter to a 3 To 1 Fund or an affiliated person of such principal underwriter; and (iii) its responsibility in providing investment advisory services to the Fund shall be limited solely to that portion of the Fund’s portfolio designated by the Advisor. The Advisor will provide the Sub-Advisor with current information as to the identity of all such other sub-advisors to the Fund or to any other 3 To 1 Fund, and any such affiliated persons. The Sub-Advisor will, at its own expense:

PROVISION OF INVESTMENT SUB-ADVISORY SERVICES. Within the framework of the fundamental policies, investment objectives, and investment restrictions of the Fund as set forth in its Prospectus and Statement of Additional Information (“Investment Guidelines”)each Fund, and subject to the supervision and review of the Advisor Adviser and the Board of Trustees, the Sub-Advisor Adviser shall have the sole and exclusive responsibility for the making of all investment decisions for the Portfolio, including purchase, retention and disposition of securities, in accordance with the Investment Guidelines. As of the date of this Agreement approximately [TBD]% of the Fund’s investable investment objectives, policies and restrictions as stated in the Prospectus. It is understood that the Sub-Adviser may manage a portion, all or none of each Fund’s assets will be allocated to as designated by the Portfolio, and on each business day during the term of this Agreement the same percentage of the net cash derived from purchases, or required for redemptions, of Fund shares will normally be added to or withdrawn from the Portfolio; provided, however, that, with prior notice Adviser to the Sub-Advisor of not less than 3 business daysAdviser from time to time, and the Advisor Adviser has the right to allocate and reallocate the Funds’ assets at any time to reallocate the portion of the Fund’s assets allocated to the Portfolio pursuant to this Agreement if the Advisor deems such reallocation appropriatetime. For the purpose of complying with Rule 10f-3(a)(6)(ii10f‑3(a)(5)(ii), Rule 12d3-1(c)(3)(ii12d3‑1(c)(3)(ii), Rule 17a-10(a)(217a‑10(a)(2) and Rule 17e-1(d)(217e‑1(d)(2) under the 1940 Act, the Sub-Advisor Adviser hereby agrees that, in connection with each Fund for which it is providing sub-advisory services: (i) with respect to transactions in securities or other assets for the Fund, it will not consult with any other sub-advisor adviser to the Fund, or with any sub-advisor adviser that is a principal underwriter for the Fund or an affiliated person of such principal underwriter, other than for purposes of complying with the conditions of Rule 12d3‑1(a) or (b) under the 1940 Act; (ii) with respect to transactions in securities or other assets for the Fund, it will not consult with any sub-advisor sub‑adviser to a separate series of the Trust for which the Advisor Adviser serves as investment advisor (a “3 To 1 Fund”)advisor, or with any sub-advisor sub‑advisor to a 3 To 1 the Fund that is a principal underwriter to a 3 To 1 the Fund or an affiliated person of such principal underwriter, other than for purposes of complying with the conditions of Rule 12d3‑1(a) or (b) under the 1940 Act; and (iii) its responsibility in providing investment advisory services to the Fund shall be limited solely to that portion of the Fund’s portfolio designated by the Advisor. The Advisor will provide the Sub-Advisor with current information as to the identity of all such other sub-advisors to the Fund or to any other 3 To 1 Fund, and any such affiliated personsAdviser. The Sub-Advisor Adviser will, at its own expense:

PROVISION OF INVESTMENT SUB-ADVISORY SERVICES. Within the framework of the fundamental policies, investment objectives, and investment restrictions of the Fund as set forth in its Prospectus and Statement of Additional Information (“Investment Guidelines”)Fund, and subject to the supervision and review of the Advisor and the Board of Trustees, the Sub-Advisor shall have the sole and exclusive responsibility for the making of all investment decisions for the Portfolio, including purchase, retention and disposition of securities, in accordance with the Investment GuidelinesFund’s investment objectives, policies and restrictions as stated in the Prospectus. As of the date of this Agreement approximately [TBD]% 33% of the Fund’s investable assets will be allocated to the Portfolio, and on each business day during the term of this Agreement the same percentage of the net cash derived from purchases, or required for redemptions, of Fund shares will normally be added to or withdrawn from the Portfolio; provided, however, that, with prior notice to the Sub-Advisor of not less than 3 business days, that the Advisor has the right at any time to reallocate the portion of the Fund’s assets allocated to the Portfolio pursuant to this Agreement if the Advisor deems such reallocation appropriate. For the purpose of complying with Rule 10f-3(a)(6)(ii), Rule 12d3-1(c)(3)(ii), Rule 17a-10(a)(2) and Rule 17e-1(d)(2) under the 1940 Act, the Sub-Advisor hereby agrees that: (i) with respect to transactions in securities or other assets for the a PMC Fund, it will not consult with any other sub-advisor to the Fund, or with any sub-advisor that is principal underwriter for the Fund or an affiliated person of such principal underwriter; (ii) with respect to transactions in securities or other assets for the a PMC Fund, it will not consult with any sub-advisor to a separate series of the Trust for which the Advisor serves as investment advisor (a “3 To 1 PMC Fund”), or with any sub-advisor to a 3 To 1 PMC Fund that is a principal underwriter to a 3 To 1 PMC Fund or an affiliated person of such principal underwriter,; and (iii) its responsibility in providing investment advisory services to the Fund shall be limited solely to that portion of the Fund’s portfolio designated by the Advisor. The Advisor will provide the Sub-Advisor with current information as to the identity of all such other sub-advisors to the Fund or to any other 3 To 1 Fund, and any such affiliated persons. The Sub-Advisor will, at its own expense:

PROVISION OF INVESTMENT SUB-ADVISORY SERVICES. Within the framework of the fundamental policies, investment objectives, and investment restrictions of the Fund as set forth in its Prospectus and Statement of Additional Information (“Investment Guidelines”)Fund, and subject to the supervision and review of the Advisor and the Board of Trustees, the Sub-Advisor shall have the sole and exclusive responsibility for the making of all investment decisions for the Portfolio, including purchase, retention and disposition of securities, in accordance with the Investment GuidelinesFund’s investment objectives, policies and restrictions as stated in the Prospectus. As of the date of this Agreement approximately [TBD]% to be determined] of the Fund’s investable assets will be allocated to the Portfolio, and on each business day during the term of this Agreement the same percentage of the net cash derived from purchases, or required for redemptions, of Fund shares will normally be added to or withdrawn from the Portfolio; provided, however, that, with prior notice to the Sub-Advisor of not less than 3 business days, that the Advisor has the right at any time to reallocate the portion of the Fund’s assets allocated to the Portfolio pursuant to this Agreement if the Advisor deems such reallocation appropriate. For the purpose of complying with Rule 10f-3(a)(6)(ii), Rule 12d3-1(c)(3)(ii), Rule 17a-10(a)(2) and Rule 17e-1(d)(2) under the 1940 Act, the Sub-Advisor hereby agrees that: (i) with respect to transactions in securities or other assets for the a PMC Fund, it will not consult with any other sub-advisor to the Fund, or with any sub-advisor that is principal underwriter for the Fund or an affiliated person of such principal underwriter; (ii) with respect to transactions in securities or other assets for the a PMC Fund, it will not consult with any sub-advisor to a separate series of the Trust for which the Advisor serves as investment advisor (a “3 To 1 PMC Fund”), or with any sub-advisor to a 3 To 1 PMC Fund that is a principal underwriter to a 3 To 1 PMC Fund or an affiliated person of such principal underwriter; and (iii) its responsibility in providing investment advisory services to the Fund shall be limited solely to that portion of the Fund’s portfolio designated by the Advisor. The Advisor will provide the Sub-Advisor with current information as to the identity of all such other sub-advisors to the Fund or to any other 3 To 1 Fund, and any such affiliated persons. The Sub-Advisor will, at its own expense:

PROVISION OF INVESTMENT SUB-ADVISORY SERVICES. Within the framework of the fundamental policies, investment objectives, and investment restrictions of the Fund as set forth in its Prospectus and Statement of Additional Information (“Investment Guidelines”), and subject to the supervision and review of the Advisor and the Board of Trustees, the Sub-Advisor shall have the sole and exclusive responsibility for the making of all investment decisions for the Portfolio, including purchase, retention and disposition of securities, in accordance with the Investment Guidelines. As of the date of this Agreement approximately [TBD]% of the Fund’s investable assets will be allocated to the Portfolio, and on each business day during the term of this Agreement the same percentage of the net cash derived from purchases, or required for redemptions, of Fund shares will normally be added to or withdrawn from the Portfolio; provided, however, that, with prior notice to the Sub-Advisor of not less than 3 business days, the Advisor has the right at any time to reallocate the portion of the Fund’s assets allocated to the Portfolio pursuant to this Agreement if the Advisor deems such reallocation appropriate. For the purpose of complying with Rule 10f-3(a)(6)(ii), Rule 12d3-1(c)(3)(ii), Rule 17a-10(a)(2) and Rule 17e-1(d)(2) under the 1940 Act, the Sub-Advisor hereby agrees that: (i) with respect to transactions in securities or other assets for the Fund, it will not consult with any other sub-advisor to the Fund, or with any sub-advisor that is principal underwriter for the Fund or an affiliated person of such principal underwriter; (ii) with respect to transactions in securities or other assets for the Fund, it will not consult with any sub-advisor to a separate series of the Trust for which the Advisor serves as investment advisor (a each an “3 To 1 SMI Fund”), or with any sub-advisor to a 3 To 1 an SMI Fund that is a principal underwriter to a 3 To 1 such SMI Fund or an affiliated person of such principal underwriter; and (iii) its responsibility in providing investment advisory services to the Fund shall be limited solely to that portion of the Fund’s portfolio designated by the Advisor. The Advisor will provide the Sub-Advisor with current information as to the identity of all such other sub-advisors to the Fund or to any other 3 To 1 SMI Fund, and any such affiliated persons. The Sub-Advisor will, at its own expense:

PROVISION OF INVESTMENT SUB-ADVISORY SERVICES. Within the framework of the fundamental policies, investment objectives, and investment restrictions of the Fund as set forth in its the Prospectus and Statement of Additional Information (the “Investment Guidelines”), and subject to the supervision and review of the Advisor and the Board of Trustees, the Sub-Advisor shall have the sole and exclusive responsibility for the making of all investment decisions for the Portfolio, including purchase, retention and disposition of securities, in accordance with the Investment Guidelines. As of the date of this Agreement approximately [TBD]% 33% of the Fund’s investable assets will be allocated to the Portfolio, and on each business day during the term of this Agreement the same percentage of the net cash derived from purchases, or required for redemptions, of Fund shares will normally be added to or withdrawn from the Portfolio; provided, however, that, with prior notice to the Sub-Advisor of not less than 3 business days, the Advisor has the right at any time to reallocate the portion of the Fund’s assets allocated to the Portfolio pursuant to this Agreement if the Advisor deems such reallocation appropriate. For the purpose of complying with Rule 10f-3(a)(6)(ii), Rule 12d3-1(c)(3)(ii), Rule 17a-10(a)(2) and Rule 17e-1(d)(2) under the 1940 Act, the Sub-Advisor hereby agrees that: (i) with respect to transactions in securities or other assets for the Fund, it will not consult with any other sub-advisor to the Fund, or with any sub-advisor that is principal underwriter for the Fund or an affiliated person of such principal underwriter, with respect to transactions in securities or other assets for the Fund; (ii) with respect to transactions in securities or other assets for the Fund, any other it will not consult with any sub-advisor to a separate series of the Trust for which the Advisor serves as investment advisor (a “3 To 1 PMC Fund”), it will not consult with any sub-advisor to any such PMC Fund or with any sub-advisor to a 3 To 1 PMC Fund that is a principal underwriter to a 3 To 1 PMC Fund or an affiliated person of such principal underwriter, with respect to transactions in securities or other assets for a PMC Fund; and (iii) its responsibility in providing investment advisory services to the Fund shall be limited solely to that portion of the Fund’s portfolio assets allocated toportfolio designated by the AdvisorPortfolio. The Advisor will provide the Sub-Advisor with current information as to the identity of all such other sub-advisors to the Fund or Fund, to any other 3 To 1 PMC Fund, and any such affiliated persons. The Sub-Advisor will, at its own expense:

PROVISION OF INVESTMENT SUB-ADVISORY SERVICES. Within the framework of the fundamental policies, investment objectives, and investment restrictions of the Fund as set forth in its Prospectus and Statement of Additional Information (“Investment Guidelines”)Fund, and subject to the supervision and review of the Advisor and the Board of Trustees, the Sub-Advisor shall have the sole and exclusive responsibility for the making of all investment decisions for the Portfolio, including purchase, retention and disposition of securities, in accordance with the Investment GuidelinesFund’s investment objective, policies and restrictions as stated in the Prospectus. As of the date of this Agreement approximately [TBD]% to be determined – PLEASE COMPLETE] of the Fund’s investable assets will be allocated to the Portfolio, and on each business day during the term of this Agreement the same percentage of the net cash derived from purchases, or required for redemptions, of Fund shares will normally be added to or withdrawn from the Portfolio; provided, however, that, with prior notice to the Sub-Advisor of not less than 3 business days, that the Advisor has the right at any time to reallocate the portion of the Fund’s assets allocated to the Portfolio pursuant to this Agreement if the Advisor deems such reallocation appropriate. For the purpose of complying with Rule 10f-3(a)(6)(ii10f-3(a)(5)(ii), Rule 12d3-1(c)(3)(ii), Rule 17a-10(a)(2) and Rule 17e-1(d)(2) under the 1940 Act, the Sub-Advisor hereby agrees that: (i) with respect to transactions in securities or other assets for the Fund, it will not consult with any other sub-advisor to the Fund, or with any sub-advisor that is principal underwriter for the Fund or an affiliated person of such principal underwriter; (ii) with respect to transactions in securities or other assets for the Fund, it will not consult with any sub-advisor to a separate series of the Trust for which the Advisor serves as investment advisor (a “3 To 1 PMC Fund”), or with any sub-advisor to a 3 To 1 PMC Fund that is a principal underwriter to a 3 To 1 PMC Fund or an affiliated person of such principal underwriter,; and (iii) its responsibility in providing investment advisory services to the Fund shall be limited solely to that portion of the Fund’s portfolio designated by the Advisor. The Advisor will provide the Sub-Advisor with current information as to the identity of all such other sub-advisors to the Fund or to any other 3 To 1 Fund, and any such affiliated persons. The Sub-Advisor will, at its own expense:

PROVISION OF INVESTMENT SUB-ADVISORY SERVICES. Within the framework of the fundamental policies, investment objectives, and investment restrictions of the Fund as set forth in its Prospectus and Statement of Additional Information (“Investment Guidelines”)Fund, and subject to the supervision and review of the Advisor and the Board of Trustees, the Sub-Advisor shall have the sole and exclusive responsibility for the making of all investment decisions for the Portfolio, including purchase, retention and disposition of securities, in accordance with the Investment GuidelinesFund’s investment objective, policies and restrictions as stated in the Prospectus. As of the date of this Agreement approximately [TBD]% 17]% of the Fund’s investable assets will be allocated to the Portfolio, and on each business day during the term of this Agreement the same percentage of the net cash derived from purchases, or required for redemptions, of Fund shares will normally be added to or withdrawn from the Portfolio; provided, however, that, with prior notice to the Sub-Advisor of not less than 3 business days, that the Advisor has the right at any time to reallocate the portion of the Fund’s assets allocated to the Portfolio pursuant to this Agreement if the Advisor deems such reallocation appropriate. For the purpose of complying with Rule 10f-3(a)(6)(ii10f-3(a)(5)(ii), Rule 12d3-1(c)(3)(ii), Rule 17a-10(a)(2) and Rule 17e-1(d)(2) under the 1940 Act, the Sub-Advisor hereby agrees that: (i) with respect to transactions in securities or other assets for the Fund, it will not consult with any other sub-advisor to the Fund, or with any sub-advisor that is principal underwriter for the Fund or an affiliated person of such principal underwriter; (ii) with respect to transactions in securities or other assets for the Fund, it will not consult with any sub-advisor to a separate series of the Trust for which the Advisor serves as investment advisor (a “3 To 1 PMC Fund”), or with any sub-advisor to a 3 To 1 PMC Fund that is a principal underwriter to a 3 To 1 PMC Fund or an affiliated person of such principal underwriter; and (iii) its responsibility in providing investment advisory services to the Fund shall be limited solely to that portion of the Fund’s portfolio designated by the Advisor. The Advisor will provide the shall notify Sub-Advisor with current information as to the identity in writing of all such affiliated persons and brokers, including other sub-advisors to the Fund, any sub-advisor that is a principal underwriter for the Fund or an affiliated person of such principal underwriter, Advisor is responsible for periodically notifying the Sub-Advisor of updates to any other 3 To 1 Fund, and any such affiliated persons. this list The Sub-Advisor will, will at its own expense:

PROVISION OF INVESTMENT SUB-ADVISORY SERVICES. Within the framework of Subject to the fundamental policies, investment objectives, and investment restrictions of the Fund Fund, as set forth stated in its Prospectus and Statement of Additional Information (“Investment Guidelines”)the Prospectus, and subject to the supervision and review of the Advisor and the Board of Trustees of the Trust (the “Board of Trustees” or the “Board”), the Sub-Advisor shall have the sole and exclusive responsibility for the making of all investment decisions for the Portfolio, including purchase, retention and disposition of securities, in accordance with the Investment GuidelinesFund’s investment objectives, policies and restrictions as stated in the Prospectus. As of the date of this Agreement approximately [TBD]% 20% of the Fund’s investable assets will be allocated to the Portfolio, and on each business day during the term of this Agreement the same percentage of the net cash derived from purchases, or required for redemptions, of Fund shares will normally be added to or withdrawn from the Portfolio, as applicable; provided, however, that, with prior notice to the Sub-Advisor of not less than 3 business days, that the Advisor has the right at any time to reallocate the portion of the Fund’s assets allocated to the Portfolio pursuant to this Agreement if the Advisor deems such reallocation appropriate. For the purpose of complying with Rule 10f-3(a)(6)(ii10f-3(a)(5)(ii), Rule 12d3-1(c)(3)(ii), Rule 17a-10(a)(2) and Rule 17e-1(d)(217a-10(a)(2) under the 1940 Act, the Sub-Advisor hereby agrees thatthat the Sub-Advisor and its affiliated persons are permitted to enter into transactions with other series of the Trust and other portfolios of the Fund, so long as: (i) with respect to transactions in securities or other assets for the FundTrust, it will not consult with any other sub-advisor to the Fund, or with any sub-advisor Trust that is a principal underwriter for the Fund Trust or an affiliated person of such principal underwriter; (ii) with respect to transactions in securities or other assets for the FundTrust, it neither the Sub-Advisor or an affiliated person will not consult with any sub-advisor to a separate series of the Trust for which the Advisor serves as an investment advisor (a “3 To 1 Fund”except for the purposes of complying with the conditions of Rule 12d3-1(a) and (b) under the 1940 Act), or with any sub-advisor to a 3 To 1 Fund that is a principal underwriter to a 3 To 1 Fund or an affiliated person of such principal underwriter; and (iii) its the Sub-Advisor’s responsibility in providing investment advisory services to the Fund Trust shall be limited solely to that portion of the Fund’s portfolio designated by the Advisor. The Advisor will provide the Sub-Advisor with current information as to the identity of all such other sub-advisors to the Fund or to any other 3 To 1 Fund, and any such affiliated personsPortfolio. The Sub-Advisor will, at its own expense:

PROVISION OF INVESTMENT SUB-ADVISORY SERVICES. Within the framework of the fundamental policies, investment objectives, and investment restrictions of the Fund Fund, as set forth in its Prospectus and Statement of Additional Information (“Investment Guidelines”)the Trust’s registration statement, and subject to the supervision and review of the Advisor and the Board of Trustees, the Sub-Advisor shall have the sole and exclusive responsibility for the making of all investment decisions for the Portfolio, including purchase, retention and disposition of securities, in accordance with the Investment GuidelinesFund’s investment objectives, policies and restrictions as stated in the Prospectus. As of the date of this Agreement approximately [TBD]% 33% of the Fund’s investable assets will be allocated to the Portfolio, and on each business day during the term of this Agreement the same percentage of the net cash derived from purchases, or required for redemptions, of Fund shares will normally be added to or withdrawn from the Portfolio; provided, however, thatthat the Advisor, with upon prior written notice to the Sub-Advisor of not less than 3 business daysAdvisor, the Advisor has the right at any time to reallocate the portion of the Fund’s assets allocated to the Portfolio pursuant to this Agreement if the Advisor deems such reallocation appropriate. For the purpose of complying with Rule 10f-3(a)(6)(ii), Rule 12d3-1(c)(3)(ii), Rule 17a-10(a)(2) and Rule 17e-1(d)(2) under the 1940 Act, the Sub-Advisor hereby agrees that: (i) with respect to transactions in securities or other assets for the Funda PMC Fund (“defined below”), it will not consult with any other sub-advisor to the Fund, or with any sub-advisor that is principal underwriter for the Fund or an affiliated person of such principal underwriter; (ii) with respect to transactions in securities or other assets for the Fund, it will not consult with any sub-advisor to a separate series of the Trust for which the Advisor serves as investment advisor (a “3 To 1 PMC Fund”), or with any sub-advisor to a 3 To 1 Fund PMC Fund, including the Fund, that is a principal underwriter to a 3 To 1 PMC Fund or an affiliated person of such principal underwriter; and (iiiii) its responsibility in providing investment advisory services to the Fund shall be limited solely to that portion of the Fund’s portfolio designated by the Advisor. The Advisor will provide the Sub-Advisor with current information as to the identity of all such other sub-advisors to the Fund or to any other 3 To 1 Fund, and any such affiliated personsPortfolio. The Sub-Advisor will, at its own expense:

PROVISION OF INVESTMENT SUB-ADVISORY SERVICES. Within the framework of the fundamental policies, investment objectives, and investment restrictions of the Fund as set forth in its Prospectus and Statement of Additional Information (“Investment Guidelines”)Fund, and subject to the supervision and review of the Advisor and the Board of Trustees, the Sub-Advisor shall have the sole and exclusive responsibility for the making of all investment decisions for the Portfolio, including purchase, retention and disposition of securities, in accordance with the Investment GuidelinesFund’s fundamental policies, investment objectives, and investment restrictions as stated in the Prospectus. As of The Advisor shall determine the date of this Agreement approximately [TBD]% portion of the Fund’s investable assets will to be allocated to the Portfolio, and on each business day during the term of this Agreement the same percentage of the net cash derived from purchases, or required for redemptions, of Fund shares will normally be added to or withdrawn from the Portfolio; provided, however, that, with prior notice to the Sub-Advisor of not less than 3 business days, the . The Advisor has the right at any time to reallocate the portion of the Fund’s assets allocated to the Portfolio pursuant to this Agreement if the Advisor deems such reallocation appropriate. For the purpose of complying with Rule 10f-3(a)(6)(ii10f-3(a)(5)(ii), Rule 12d3-1(c)(3)(ii), Rule 17a-10(a)(217a- 10(a)(2) and Rule 17e-1(d)(2) under the 1940 Act, the Sub-Advisor hereby agrees that: (i) with respect to transactions in securities or other assets for the FundPortfolio, it will not consult with any other sub-advisor to the Fund, or with any sub-advisor that is principal underwriter for the Fund or an affiliated person of such principal underwriter; (ii) with respect to transactions in securities or other assets for the FundPortfolio, it will not consult with any sub-advisor to a separate series of the Trust for which the Advisor serves as investment advisor (each, a “3 To 1 PMC Fund,” and together, the “PMC Funds”), or with any sub-advisor to a 3 To 1 PMC Fund that is a principal underwriter to a 3 To 1 PMC Fund or an affiliated person of such principal underwriter; and (iii) its responsibility in providing investment advisory services to the Fund shall be limited solely to that portion of the Fund’s portfolio designated by the AdvisorPortfolio. The Advisor will provide the Sub-agrees to furnish Sub- Advisor with a current information as to the identity list of all such other sub-advisors to the Fund or PMC Funds and to update such list if there are any other 3 To 1 Fund, and any such affiliated personschanges to the sub-advisors to the PMC Funds. The Sub-Advisor will, at its own expense:

PROVISION OF INVESTMENT SUB-ADVISORY SERVICES. Within the framework of the fundamental policies, investment objectives, and investment restrictions of the Fund as set forth in its Prospectus and Statement of Additional Information (“Investment Guidelines”)Fund, and subject to the supervision and review of the Advisor and the Board of Trustees, the Sub-Advisor shall have the sole and exclusive responsibility for the making of all investment decisions for the Portfolio, including purchase, retention and disposition of securities, in accordance with the Investment Guidelines. As of the date of this Agreement approximately [TBD]% of the Fund’s investable assets will be allocated to investment objectives, policies and restrictions as stated in the Portfolio, and on each business day during the term of this Agreement the same percentage of the net cash derived from purchases, or required for redemptions, of Fund shares will normally be added to or withdrawn from the Portfolio; provided, however, that, with prior notice to the Sub-Advisor of not less than 3 business days, the Prospectus. The Advisor has the right at any time to reallocate change the portion of the Fund’s investable assets that are allocated to the Portfolio pursuant to this Agreement (if any) if the Advisor deems such reallocation to or from the Portfolio to be appropriate. For the purpose of complying with Rule 10f-3(a)(6)(ii), Rule 12d3-1(c)(3)(ii), Rule 17a-10(a)(2) and Rule 17e-1(d)(2) under the 1940 Act, the Sub-Advisor hereby agrees that: (i) with respect to transactions in securities or other assets for the Fund, it will not consult with any other sub-advisor adviser to the Fund, or with any sub-advisor adviser that is principal underwriter for the Fund or an affiliated person of such principal underwriter; (ii) with respect to transactions in securities or other assets for the Fundan Ascentia Fund (as defined below), it will not consult with any sub-advisor adviser to a separate series of the Trust for which the Advisor serves as investment advisor adviser (a an “3 To 1 Ascentia Fund”), or with any sub-advisor adviser to a 3 To 1 an Ascentia Fund that is a principal underwriter to a 3 To 1 an Ascentia Fund or an affiliated person of such principal underwriter; and (iii) its responsibility in providing investment advisory services to the Fund shall be limited solely to that portion of the Fund’s portfolio designated by the Advisor. The Advisor will provide the Sub-Advisor with current information as to the identity of all such other sub-advisors to the Fund or to any other 3 To 1 Fund, and any such affiliated persons. The Sub-Advisor will, at its own expense:

PROVISION OF INVESTMENT SUB-ADVISORY SERVICES. Within the framework of the fundamental policies, investment objectives, and investment restrictions of the each Fund as set forth in its Prospectus and Statement of Additional Information (“Investment Guidelines”), and subject to the supervision and review of the Advisor and the Board of Trustees, the Sub-Advisor shall have the sole and exclusive responsibility for the making of all investment decisions for the Portfolio, including purchase, retention and disposition of securities, in accordance with the Investment Guidelines. As With respect to the Sound Mind Investing Fund, as of the date of this Agreement approximately [TBD]% 40% of the Fund’s investable assets will be allocated to the Portfolio, and on each business day during the term of this Agreement the same percentage of the net cash derived from purchases, or required for redemptions, of Fund shares will normally be added to or withdrawn from the Portfolio; provided, however, that, with prior notice to the Sub-Advisor of not less than 3 business days, the Advisor has the right at any time to reallocate the portion of the Fund’s assets allocated to the Portfolio pursuant to this Agreement if the Advisor deems such reallocation appropriate. For the purpose of complying with Rule 10f-3(a)(6)(ii), Rule 12d3-1(c)(3)(ii), Rule 17a-10(a)(2) and Rule 17e-1(d)(2) under the 1940 Act, the Sub-Advisor hereby agrees with respect to each Fund that: (i) with respect to transactions in securities or other assets for the Fund, it will not consult with any other sub-advisor to the Fund, or with any sub-advisor that is principal underwriter for the Fund or an affiliated person of such principal underwriter; (ii) with respect to transactions in securities or other assets for the Fund, it will not consult with any sub-advisor to a separate series of the Trust for which the Advisor serves as investment advisor (a each an “3 To 1 SMI Fund”), or with any sub-advisor to a 3 To 1 an SMI Fund that is a principal underwriter to a 3 To 1 such SMI Fund or an affiliated person of such principal underwriter; and (iii) its responsibility in providing investment advisory services to the Fund shall be limited solely to that portion of the Fund’s portfolio designated by the Advisor. The Advisor will provide the Sub-Advisor with current information as to the identity of all such other sub-advisors to the Fund or to any other 3 To 1 SMI Fund, and any such affiliated persons. The Sub-Advisor will, at its own expense:

PROVISION OF INVESTMENT SUB-ADVISORY SERVICES. Within the framework of the fundamental policies, investment objectives, and investment restrictions of the Fund as set forth in its Prospectus and Statement of Additional Information (“Investment Guidelines”)Fund, and subject to the supervision and review of the Advisor and the Board of Trustees, the Sub-Advisor shall have the sole and exclusive responsibility for the making of all investment decisions for the Portfolio, including purchase, retention and disposition of securities, in accordance with the Investment GuidelinesFund’s investment objectives, policies and restrictions as stated in the Prospectus. As of the date of this Agreement approximately [TBD]% 25% of the Fund’s investable assets will be allocated to the Portfolio, and on each business day during the term of this Agreement the same percentage of the net cash derived from purchases, or required for redemptions, of Fund shares will normally be added to or withdrawn from the Portfolio; provided, however, that, with prior notice to the Sub-Advisor of not less than 3 business days, that the Advisor has the right at any time to reallocate the portion of the Fund’s assets allocated to the Portfolio pursuant to this Agreement if the Advisor deems such reallocation appropriate. For the purpose of complying with Rule 10f-3(a)(6)(ii), Rule 12d3-1(c)(3)(ii), Rule 17a-10(a)(2) and Rule 17e-1(d)(2) under the 1940 Act, the Sub-Advisor hereby agrees that: (i) with respect to transactions in securities or other assets for the Fund, it will not consult with any other sub-advisor adviser to the Fund, or with any sub-advisor adviser that is principal underwriter for the Fund or an affiliated person of such principal underwriter; (ii) with respect to transactions in securities or other assets for the Fundan Ascentia Fund (as defined below), it will not consult with any sub-advisor adviser to a separate series of the Trust for which the Advisor serves as investment advisor adviser (a an “3 To 1 Ascentia Fund”), or with any sub-advisor adviser to a 3 To 1 an Ascentia Fund that is a principal underwriter to a 3 To 1 an Ascentia Fund or an affiliated person of such principal underwriter; and (iii) its responsibility in providing investment advisory services to the Fund shall be limited solely to that portion of the Fund’s portfolio designated by the Advisor. The Advisor will provide the Sub-Advisor with current information as to the identity of all such other sub-advisors to the Fund or to any other 3 To 1 Fund, and any such affiliated persons. The Sub-Advisor will, at its own expense:

PROVISION OF INVESTMENT SUB-ADVISORY SERVICES. Within the framework of the fundamental policies, investment objectives, and investment restrictions of the Fund as set forth in its Prospectus and Statement of Additional Information (“Investment Guidelines”)Fund, and subject to the supervision and review of the Advisor and the Board of Trustees, the Sub-Advisor shall have the sole and exclusive responsibility for the making of all investment decisions for the Portfolio, including purchase, retention and disposition of securities, in accordance with the Investment GuidelinesFund’s investment objectives, policies and restrictions as stated in the Prospectus. As of the date of this Agreement approximately [TBD]% 33% of the Fund’s investable assets will be allocated to the Portfolio, and on each business day during the term of this Agreement the same percentage of the net cash derived from purchases, or required for redemptions, of Fund shares will normally be added to or withdrawn from the Portfolio; provided, however, that, with prior notice to the Sub-Advisor of not less than 3 business days, that the Advisor has the right at any time to reallocate the portion of the Fund’s assets allocated to the Portfolio pursuant to this Agreement if the Advisor deems such reallocation appropriate. For the purpose of complying with Rule 10f-3(a)(6)(ii), Rule 12d3-1(c)(3)(ii), Rule 17a-10(a)(2) and Rule 17e-1(d)(2) under the 1940 Act, the Sub-Advisor hereby agrees that: (i) with respect to transactions in securities or other assets for the a PMC Fund, it will not consult with any other sub-advisor to the Fund, or with any sub-advisor that is principal underwriter for the Fund or an affiliated person of such principal underwriter; (ii) with respect to transactions in securities or other assets for the Fund, a PMC Fund it will not consult with any sub-advisor to a separate series of the Trust for which the Advisor serves as investment advisor (a “3 To 1 PMC Fund”), or with any sub-advisor to a 3 To 1 PMC Fund that is a principal underwriter to a 3 To 1 PMC Fund or an affiliated person of such principal underwriter,; and (iii) its responsibility in providing investment advisory services to the Fund shall be limited solely to that portion of the Fund’s portfolio designated by the Advisor. The Advisor will provide the Sub-Advisor with current information as to the identity of all such other sub-advisors to the Fund or to any other 3 To 1 Fund, and any such affiliated persons. The Sub-Advisor will, at its own expense:

PROVISION OF INVESTMENT SUB-ADVISORY SERVICES. Within the framework of the fundamental policies, investment objectives, and investment restrictions of the Fund as set forth in its Prospectus and Statement of Additional Information (“Investment Guidelines”)Fund, and subject to the supervision and review of the Advisor and the Board of Trustees, the Sub-Advisor shall have the sole and exclusive responsibility for the making of all investment decisions for the Portfolio, including purchase, retention and disposition of securities, in accordance with the Investment GuidelinesFund’s investment objectives, policies and restrictions as stated in the Prospectus. As of the date of this Agreement approximately [TBD]% of the Fund’s investable assets will be allocated to the Portfolio, and on each business day during the term of this Agreement the same percentage of the net cash derived from purchases, or required for redemptions, of Fund shares will normally be added to or withdrawn from the Portfolio; provided, however, that, with prior notice to the Sub-Advisor of not less than 3 business days, that the Advisor has the right at any time to reallocate the portion of the Fund’s assets allocated to the Portfolio pursuant to this Agreement if the Advisor deems such reallocation appropriate. For the purpose of complying with Rule 10f-3(a)(6)(ii), Rule 12d3-1(c)(3)(ii), Rule 17a-10(a)(2) and Rule 17e-1(d)(2) under the 1940 Act, the Sub-Advisor hereby agrees that: (i) with respect to transactions in securities or other assets for the Fund, it will not consult with any other sub-advisor adviser to the Fund, or with any sub-advisor adviser that is principal underwriter for the Fund or an affiliated person of such principal underwriter; (ii) with respect to transactions in securities or other assets for the Funda PMC Fund (as defined below), it will not consult with any sub-advisor adviser to a separate series of the Trust for which the Advisor serves as investment advisor adviser (a “3 To 1 PMC Fund”), or with any sub-advisor adviser to a 3 To 1 PMC Fund that is a principal underwriter to a 3 To 1 PMC Fund or an affiliated person of such principal underwriter; and (iii) its responsibility in providing investment advisory services to the Fund shall be limited solely to that portion of the Fund’s portfolio designated by the Advisor. The Advisor will provide the Sub-Advisor with current information as to the identity of all such other sub-advisors to the Fund or to any other 3 To 1 Fund, and any such affiliated persons. The Sub-Advisor will, at its own expense:

PROVISION OF INVESTMENT SUB-ADVISORY SERVICES. Within the framework of the fundamental policies, investment objectives, and investment restrictions of the Fund as set forth in its Prospectus and Statement of Additional Information (“Investment Guidelines”)Fund, and subject to the supervision and review of the Advisor and the Board of Trustees, the Sub-Advisor shall have the sole and exclusive responsibility for the making of all investment decisions for the Portfolio, including purchase, retention and disposition of securities, in accordance with the Investment GuidelinesFund’s investment objectives, policies and restrictions as stated in the Prospectus. As of the date of this Agreement approximately [TBD]% 33% of the Fund’s investable assets will be allocated to the Portfolio, and on each business day during the term of this Agreement the same percentage of the net cash derived from purchases, or required for redemptions, of Fund shares will normally be added to or withdrawn from the Portfolio; provided, however, that, with prior notice to the Sub-Advisor of not less than 3 business days, that the Advisor has the right at any time to reallocate the portion of the Fund’s assets allocated to the Portfolio pursuant to this Agreement if the Advisor deems such reallocation appropriate. For the purpose of complying with Rule 10f-3(a)(6)(ii), Rule 12d3-1(c)(3)(ii), Rule 17a-10(a)(2) and Rule 17e-1(d)(2) under the 1940 Act, the Sub-Advisor hereby agrees that: (i) with respect to transactions in securities or other assets for the Fund, it will not consult with any other sub-advisor to the Fund, or with any sub-advisor that is principal underwriter for the Fund or an affiliated person of such principal underwriter; (ii) with respect to transactions in securities or other assets for the a PMC Fund, it will not consult with any sub-advisor to a separate series of the Trust for which the Advisor serves as investment advisor (a “3 To 1 "PMC Fund”),"), or with any sub-advisor to a 3 To 1 PMC Fund that is a principal underwriter to a 3 To 1 PMC Fund or an affiliated person of such principal underwriter; and (iii) its responsibility in providing investment advisory services to the Fund shall be limited solely to that portion of the Fund’s portfolio designated by the Advisor. The Advisor will provide the Sub-Advisor with current information as to the identity of all such other sub-advisors to the Fund or to any other 3 To 1 Fund, and any such affiliated persons. The Sub-Advisor will, at its own expense:

PROVISION OF INVESTMENT SUB-ADVISORY SERVICES. Within The Sub-Adviser shall manage the framework of Portfolio as described herein in compliance with the fundamental policies, non-fundamental policies, investment objectivesobjective(s), investment restrictions and limitations and investment restrictions strategies (as stated in the Prospectus) of the Fund as set forth in its Prospectus and Statement of Additional Information (“Investment Guidelines”)Fund, and subject to the supervision and review of the Advisor Adviser and the Board of Trustees, the Sub-Advisor Adviser shall have the sole and exclusive responsibility for the making of all make investment decisions for the Portfolio, including purchase, retention and disposition of securitiessecurities and use of instruments and financial techniques, in accordance with the Investment Guidelines. As of the date of this Agreement approximately [TBD]% of applicable law, rules and regulations and the Fund’s investable assets will be allocated to investment objectives, policies and restrictions as stated in the Portfolio, and on each business day during the term of this Agreement the same percentage of the net cash derived from purchases, or required for redemptions, of Fund shares will normally be added to or withdrawn from the Portfolio; provided, however, that, with prior notice to Prospectus. It is understood that the Sub-Advisor of not less than 3 business daysAdviser may manage a portion, the Advisor has the right at any time to reallocate the portion all or none of the Fund’s assets allocated as designated by the Adviser to the Portfolio pursuant Sub-Adviser from time to this Agreement if time, and the Advisor deems such reallocation appropriateAdviser has the right to allocate and reallocate the Fund’s assets at any time. For the purpose of complying with Rule 10f-3(a)(6)(ii10f‑3(a)(5)(ii), Rule 12d3-1(c)(3)(ii12d3‑1(c)(3)(ii), Rule 17a-10(a)(217a‑10(a)(2) and Rule 17e-1(d)(217e‑1(d)(2) under the 1940 Act, the Sub-Advisor Adviser hereby agrees that, in connection with the Fund: (i) with respect to transactions in securities or other assets for the Fund, it will not consult with any other sub-advisor adviser to the Fund, or with any sub-advisor adviser that is a principal underwriter for the Fund or an affiliated person of such principal underwriter, other than for purposes of complying with the conditions of Rule 12d3‑1(a) or (b) under the 1940 Act; (ii) with respect to transactions in securities or other assets for the Fund, it will not consult with any sub-advisor sub‑adviser to a separate another series of the Trust for which the Advisor Adviser serves as investment advisor (a “3 To 1 Fund”)adviser, or with any sub-advisor sub‑adviser to a 3 To 1 the Fund that is a principal underwriter to a 3 To 1 the Fund or an affiliated person of such principal underwriter, other than for purposes of complying with the conditions of Rule 12d3‑1(a) or (b) under the 1940 Act; and (iii) its responsibility in providing investment advisory services to the Fund shall be limited solely to that portion of the Fund’s portfolio designated by the Advisor. The Advisor will provide the Sub-Advisor with current information as to the identity of all such other sub-advisors to the Fund or to any other 3 To 1 Fund, and any such affiliated personsAdviser. The Sub-Advisor Adviser will, at its own expense:

PROVISION OF INVESTMENT SUB-ADVISORY SERVICES. Within the framework of the fundamental policies, investment objectives, and investment restrictions of the Fund as set forth in its Prospectus and Statement of Additional Information (“Investment Guidelines”)Funds, and subject to the supervision and review of the Advisor and the Board of Trustees, the Sub-Advisor Sub‑Advisor shall have the sole and exclusive responsibility for the making of all investment decisions for the Portfolio, including purchase, retention and disposition of securities, in accordance with each Fund's investment objectives, policies and restrictions as stated in the Investment GuidelinesProspectus. As of the date of this Agreement approximately [TBD]% Agreement, all (100%) of the each Fund’s 's investable assets will be allocated to the Portfolio, and on each business day during the term of this Agreement the same percentage of the net cash derived from purchases, or required for redemptions, of Fund each Fund's shares will normally be added to or withdrawn from the Portfolio; provided, however, that, with prior notice to the Sub-Advisor of not less than 3 business days, provided that the Advisor has the right at any time to reallocate the portion of the each Fund’s 's assets allocated to the Portfolio pursuant to this Agreement if the Advisor deems such reallocation appropriate. For the purpose of complying with Rule 10f-3(a)(6)(ii10f‑3(a)(5)(ii), Rule 12d3-1(c)(3)(ii12d3‑1(c)(3)(ii), Rule 17a-10(a)(217a‑10(a)(2) and Rule 17e-1(d)(217e‑1(d)(2) under the 1940 Act, the Sub-Advisor Sub‑Advisor hereby agrees that: (i) with respect to transactions in securities or other assets for the FundFunds, it will not consult with any other sub-advisor sub‑advisor to the FundFunds, or with any sub-advisor sub‑advisor that is a principal underwriter for the Fund Funds or an affiliated person of such principal underwriter, other than for purposes of complying with the conditions of Rule 12d3‑1(a) or (b) under the 1940 Act; (ii) with respect to transactions in securities or other assets for the FundFunds, it will not consult with any sub-advisor sub‑advisor to a separate series of the Trust for which the Advisor serves as investment advisor (a “3 To 1 Fund”)advisor, or with any sub-advisor sub‑advisor to a 3 To 1 Fund the Funds that is a principal underwriter to a 3 To 1 Fund the Funds or an affiliated person of such principal underwriter, other than for purposes of complying with the conditions of Rule 12d3‑1(a) or (b) under the 1940 Act; and (iii) its responsibility in providing investment advisory services to the Fund Funds shall be limited solely to that portion of the each Fund’s 's portfolio designated by the Advisor. The Advisor will provide the Sub-Advisor with current information as to the identity of all such other sub-advisors to the Fund or to any other 3 To 1 Fund, and any such affiliated persons. The Sub-Advisor Sub‑Advisor will, at its own expense: