Common use of Services of Sub-Adviser Clause in Contracts

Services of Sub-Adviser. Subject to the oversight and supervision of Adviser and the Fund’s Board of Trustees, Sub-Adviser will supervise the day-to-day operations of the Portfolios and perform the following services: (i) act as investment adviser for and manage the investment and reinvestment of those assets of the Portfolios as Adviser may from time to time request and in connection therewith have complete discretion in purchasing and selling such securities and other assets for the Portfolios and in voting, exercising consents and exercising all other rights appertaining to such securities and other assets on behalf of the Portfolios; (ii) provide investment research and credit analysis concerning the Portfolios’ investments; (iii) assist Adviser in determining what portion of the Portfolios’ assets will be invested in cash and cash equivalents and money market instruments; (iv) place orders for all purchases and sales of the investments made for the Portfolios; and (v) maintain the books and records as are required to support Fund operations (in conjunction with record-keeping and accounting functions performed by Adviser). At the request of Adviser, Sub-Adviser will also, subject to the oversight and supervision of Adviser and the direction and control of the Fund’s Board of Trustees, provide to Adviser or the Fund any of the facilities and equipment and perform any of the services described in Section 4 of the Advisory Agreement. In addition, Sub-Adviser will keep the Fund and Adviser informed of developments materially affecting the Portfolios and shall, on its own initiative, furnish to the Fund from time to time whatever information Sub-Adviser believes appropriate for this purpose. Sub-Adviser will periodically communicate to Adviser, at such times as Adviser may direct, information concerning the purchase and sale of securities for the Portfolios, including (i) the name of the issuer, (ii) the amount of the purchase or sale, (iii) the name of the broker or dealer, if any, through which the purchase or sale will be effected, (iv) the CUSIP number of the instrument, if any, and (v) such other information as Adviser may reasonably require for purposes of fulfilling its obligations to the Fund under the Advisory Agreement. Sub-Adviser will provide the services rendered by it under this Agreement in accordance with each Portfolio’s investment objective, policies and restrictions as stated in such Portfolio’s prospectuses and statements of additional information (as currently in effect and as they may be amended or supplemented from time to time), and the resolutions of the Fund’s Board of Trustees.

Services of Sub-Adviser. Subject to the succeeding provisions of this section and the oversight and supervision of Adviser and the Fund’s Board of Trustees (the “Board of Trustees”), Sub-Adviser will supervise perform certain of the day-to-day operations of the Portfolios and perform Portfolio which may include one or more of the following services: (i) act as investment adviser advisor for and manage the investment and reinvestment of those assets of the Portfolios Portfolio as Adviser may from time to time request and in connection therewith have complete discretion in purchasing and selling such securities and other assets for the Portfolios Portfolio and in voting, exercising consents and exercising all other rights appertaining to such securities and other assets on behalf of the PortfoliosPortfolio; (ii) provide investment research and credit analysis concerning the Portfolios’ Portfolio’s investments; (iii) assist Adviser in determining what portion of the Portfolios’ Portfolio’s assets will be invested in cash and cash equivalents and money market instruments; (iv) place orders for all purchases and sales of the investments investments, other than short-term cash equivalents made for the PortfoliosPortfolio; and (v) maintain the books and records as are required to support Fund operations (in conjunction with record-keeping and accounting functions performed by Adviser). At the request of Adviser, Sub-Adviser will also, subject to the oversight and supervision of Adviser and the direction and control of the Fund’s Board of Trustees, provide to Adviser or the Fund any of the facilities and equipment and perform any of the services described in Section 4 of the Advisory Agreement. In addition, Sub-Adviser will keep the Fund and Adviser informed of developments materially affecting the Portfolios Portfolio and shall, on its own initiative, furnish to the Fund from time to time whatever information Sub-Adviser believes appropriate for this purpose. Sub-Adviser will periodically communicate to Adviser, at such times as Adviser may direct, information concerning the purchase and sale of securities for the PortfoliosPortfolio, including (i) the name of the issuer, (ii) the amount of the purchase or sale, (iii) the name of the broker or dealer, if any, through which the purchase or sale will be effected, (iv) the CUSIP number of the instrument, if any, and (v) such other information as Adviser may reasonably require for purposes of fulfilling its obligations to the Fund under the Advisory Agreement. Sub-Adviser will provide the services rendered by it under this Agreement in accordance with each the Portfolio’s investment objective, policies and restrictions as stated in such the Portfolio’s prospectuses prospectus and statements statement of additional information (as currently in effect and as they may be amended or supplemented from time to time), and the resolutions of the Fund’s Board of Trustees.

Services of Sub-Adviser. Subject to the oversight and supervision of Adviser and the Fund’s Board of Trustees, Sub-Adviser will supervise the certain day-to-day operations of the Portfolios Portfolio and perform the following services: (i) act as investment adviser for and manage the investment and reinvestment of those assets of the Portfolios Portfolio as Adviser may from time to time request and in connection therewith have complete discretion in purchasing and selling such securities and other assets for the Portfolios Portfolio and in voting, exercising consents and exercising all other rights appertaining to such securities and other assets on behalf of the PortfoliosPortfolio; (ii) provide investment research and credit analysis concerning the Portfolios’ Portfolio’s fixed-income investments; (iii) assist Adviser in determining what portion of the Portfolios’ Portfolio’s assets will be invested in cash and cash equivalents and money market instruments; (iv) place orders for all purchases and sales of the investments fixed-income investments, other than short-term cash equivalents made for the PortfoliosPortfolio; and (v) maintain the books and records as are required to support Fund operations (in conjunction with record-keeping and accounting functions performed by Adviser). At the request of Adviser, Sub-Adviser will also, subject to the oversight and supervision of Adviser and the direction and control of the Fund’s Board of Trustees, provide to Adviser or the Fund any of the facilities and equipment and perform any of the services described in Section 4 of the Advisory Agreement. In addition, Sub-Adviser will keep the Fund and Adviser informed of developments materially affecting the Portfolios Portfolio and shall, on its own initiative, furnish to the Fund from time to time whatever information Sub-Adviser believes appropriate for this purpose. Sub-Adviser will periodically communicate to Adviser, at such times as Adviser may direct, information concerning the purchase and sale of securities for the PortfoliosPortfolio, including (i) the name of the issuer, (ii) the amount of the purchase or sale, (iii) the name of the broker or dealer, if any, through which the purchase or sale will be effected, (iv) the CUSIP number of the instrument, if any, and (v) such other information as Adviser may reasonably require for purposes of fulfilling its obligations to the Fund under the Advisory Agreement. Sub-Adviser will provide the services rendered by it under this Agreement in accordance with each the Portfolio’s investment objective, policies and restrictions as stated in such the Portfolio’s prospectuses prospectus and statements statement of additional information (as currently in effect and as they may be amended or supplemented from time to time), and the resolutions of the Fund’s Board of Trustees.

Services of Sub-Adviser. Subject to the oversight and supervision of ----------------------- Adviser and the Fund’s 's Board of Trustees, Sub-Adviser will supervise the day-to-to- day operations of the Portfolios Portfolio and perform the following services: (i) act as investment adviser for and manage the investment and reinvestment of those assets of the Portfolios as Adviser may from time to time request and in connection therewith have complete discretion in purchasing and selling such securities and other assets for the Portfolios and in voting, exercising consents and exercising all other rights appertaining to such securities and other assets on behalf of the Portfolios; (ii) provide investment research and credit analysis concerning the Portfolios’ Portfolio's investments; , (ii) conduct a continual program of investment of the Portfolio's assets, (iii) assist Adviser in determining determine what portion of the Portfolios’ Portfolio's assets will be invested in cash and cash, cash equivalents and money market instruments; , (iv) place orders for all purchases and sales of the investments made for the Portfolios; Portfolio, and (v) maintain the books and records as are required to support Fund operations (in conjunction with record-keeping and accounting functions performed by Adviser). At the request of Adviser, Sub-Adviser will also, subject to the oversight and supervision of Adviser and the direction and control of the Fund’s Board of Trustees, provide to Adviser or the Fund any of the facilities and equipment and perform any of the services described in Section 4 of the Advisory Agreement. In addition, Sub-Adviser will keep the Fund and Adviser informed of developments materially affecting the Portfolios Fund and shall, on its own initiative, furnish to the Fund from time to time whatever information Sub-Sub- Adviser believes appropriate for this purpose. Sub-Adviser will periodically communicate to Adviser, at such times as Adviser may direct, information concerning the on each day that a purchase and or sale of securities an instrument is effected for the Portfolios, including Portfolio (i) the name of the issuer, (ii) the amount of the purchase or sale, (iii) the name of the broker or dealer, if any, through which the purchase or sale will be effected, (iv) the CUSIP number of the instrument, if any, and (v) such other information as Adviser may reasonably require for purposes of fulfilling its obligations to the Fund under the Advisory Agreement. Sub-Sub- Adviser will provide the services rendered by it under this Agreement in accordance with each the Portfolio’s 's investment objectiveobjectives, policies and restrictions as stated in such the Portfolio’s prospectuses 's Prospectuses and statements Statements of additional information Additional Information (as currently in effect and as they may be amended or supplemented from time to time), and the resolutions of the Fund’s 's Board of Trustees.

Services of Sub-Adviser. Subject to the oversight and supervision of Adviser and the Fund’s Board of TrusteesDirectors of the Fund (the “Fund Board”) and the Board of Trustees of the Trust (the “Trust Board” and together, the “Board”), Sub-Adviser will may supervise the day-to-day operations of all or a portion of the Portfolios Fund and is authorised to perform the following services: (i) act as investment adviser for and manage the investment and reinvestment of those assets of the Portfolios as Adviser may from time to time request Fund and in connection therewith have complete discretion in purchasing and selling such securities and securities, commodities or other assets financial instruments for the Portfolios Fund and in voting, exercising consents and exercising all other rights appertaining to such securities and securities, commodities or other assets financial instruments on behalf of the PortfoliosFund; (ii) provide investment research and credit analysis concerning the Portfolios’ Fund’s investments; (iii) assist Adviser in determining what portion of the Portfolios’ Fund’s assets will be invested in cash and cash equivalents and money market instruments; (iv) place orders for all purchases and sales of the investments made for the PortfoliosFund; and (v) maintain the books and records as are required to support Fund and Trust operations (in conjunction with record-keeping and accounting functions performed by Adviser); and (vi) enter into, make and perform all contracts, agreements and other undertakings as may in the opinion of Sub-Adviser be necessary or advisable or incidental to the carrying out of the investment advisory services. At the request of Adviser, Sub-Adviser will also, subject to the oversight and supervision of Adviser and the direction and control of the Fund’s Board of TrusteesFund Board, provide to Adviser or the Fund any of the facilities and equipment and perform any of the services described in Section 4 of the Advisory Agreement. In addition, Sub-Adviser will keep the Fund and Adviser informed of developments materially affecting the Portfolios Fund and shall, on its own initiative, furnish to the Fund from time to time whatever information Sub-Adviser believes appropriate for this purpose. Sub-Adviser will periodically communicate to Adviser, at such times as Adviser may reasonably direct, information concerning the purchase and sale of securities securities, commodities or other financial instruments for the PortfoliosFund, including (i) the name of the issuer, (ii) the amount of the purchase or sale, (iii) the name of the broker or dealer, if any, through which the purchase or sale will be effected, (iv) the CUSIP number of the instrument, if any, and (v) such other information as Adviser may reasonably require for purposes of fulfilling its obligations to the Fund under the Advisory Agreement. Sub-Adviser will provide the services rendered by it under this Agreement in accordance with each Portfoliothe Fund’s investment objective, the policies and restrictions as stated in such Portfolio’s prospectuses the prospectus and statements statement of additional information of the Trust relating to the Series filed with the SEC as part of the Trust’s Registration Statement on Form N-1A (as currently in effect and as they may be amended or supplemented from time to time), and the resolutions of the Fund’s Board Board, all applicable investment restrictions (including diversification requirements, if applicable) contained in the 1940 Act, the CEA, the rules and regulations under the 1940 Act and the CEA, any exemptive orders issued by the SEC applicable to the Fund or the Trust or any SEC or CFTC staff no-action or interpretive letter applicable to the Fund or the Trust and any applicable state securities or commodities law or regulation. Adviser will provide the Sub-Adviser with copies of Trusteesany such SEC exemptive orders or SEC or CFTC staff no-action or interpretive letters. Sub-Adviser represents, warrants and covenants that it is authorized and regulated by the Financial Conduct Authority in the United Kingdom (the “FCA”) and has classified the Fund as a Professional Client as defined by the FCA Rules.

Services of Sub-Adviser. Subject to the succeeding provisions of this section and the oversight and supervision of Adviser and the Fund’s Board of TrusteesDirectors (the “Board of Directors”), Sub-Adviser will supervise perform certain of the day-to-day operations of the Portfolios and perform Portfolio which may include one or more of the following services: (i) act as investment adviser advisor for and manage the investment and reinvestment of those assets of the Portfolios Portfolio as Adviser may from time to time request and in connection therewith have complete discretion in purchasing and selling such securities and other assets for the Portfolios Portfolio and in voting, exercising consents and exercising all other rights appertaining to such securities and other assets on behalf of the PortfoliosPortfolio; (ii) provide investment research and credit analysis concerning the Portfolios’ Portfolio’s investments; (iii) assist Adviser in determining what portion of the Portfolios’ Portfolio’s assets will be invested in cash and cash equivalents and money market instruments; (iv) place orders for all purchases and sales of the investments investments, other than short-term cash equivalents made for the PortfoliosPortfolio; and (v) maintain the books and records as are required to support Fund operations (in conjunction with record-keeping and accounting functions performed by Adviser). At the request of Adviser, Sub-Adviser will also, subject to the oversight and supervision of Adviser and the direction and control of the Fund’s Board of TrusteesDirectors, provide to Adviser or the Fund any of the facilities and equipment and perform any of the services described in Section 4 Sections 2 and 3 of the Advisory Agreement. In addition, Sub-Adviser will keep the Fund and Adviser informed of developments materially affecting the Portfolios Portfolio and shall, on its own initiative, furnish to the Fund from time to time whatever information Sub-Adviser believes appropriate for this purpose. Sub-Adviser will periodically communicate to Adviser, at such times as Adviser may direct, information concerning the purchase and sale of securities for the PortfoliosPortfolio, including (i) the name of the issuer, (ii) the amount of the purchase or sale, (iii) the name of the broker or dealer, if any, through which the purchase or sale will be effected, (iv) the CUSIP number of the instrument, if any, and (v) such other information as Adviser may reasonably require for purposes of fulfilling its obligations to the Fund under the Advisory Agreement. Sub-Adviser will provide the services rendered by it under this Agreement in accordance with each the Portfolio’s investment objective, policies and restrictions as stated in such the Portfolio’s prospectuses prospectus and statements statement of additional information (as currently in effect and as they may be amended or supplemented from time to time), and the resolutions of the Fund’s Board of TrusteesDirectors.

Services of Sub-Adviser. Subject to the succeeding provisions of this section and the oversight and supervision of Adviser and the Fund’s Board of Trustees, Sub-Adviser will supervise perform certain of the day-to-day operations of the Portfolios and perform Portfolio which may include one or more of the following services: (i) act as investment adviser advisor for and manage the investment and reinvestment of those assets of the Portfolios Portfolio as Adviser may from time to time request and in connection therewith have complete discretion in purchasing and selling such securities and other assets for the Portfolios Portfolio and in voting, exercising consents and exercising all other rights appertaining to such securities and other assets on behalf of the PortfoliosPortfolio; (ii) provide investment research and credit analysis concerning the Portfolios’ Portfolio’s investments; (iii) assist Adviser in determining what portion of the Portfolios’ Portfolio’s assets will be invested in cash and cash equivalents and money market instruments; (iv) place orders for all purchases and sales of the investments investments, other than short-term cash equivalents made for the PortfoliosPortfolio; and (v) maintain the books and records as are required to support Fund operations (in conjunction with record-keeping and accounting functions performed by Adviser). At the request of Adviser, Sub-Adviser will also, subject to the oversight and supervision of Adviser and the direction and control of the Fund’s Board of Trustees, provide to Adviser or the Fund any of the facilities and equipment and perform any of the services described in Section 4 of the Advisory Agreement. In addition, Sub-Adviser will keep the Fund and Adviser informed of developments materially affecting the Portfolios Portfolio and shall, on its own initiative, furnish to the Fund from time to time whatever information Sub-Adviser believes appropriate for this purpose. Sub-Adviser will periodically communicate to Adviser, at such times as Adviser may direct, information concerning the purchase and sale of securities for the PortfoliosPortfolio, including (i) the name of the issuer, (ii) the amount of the purchase or sale, (iii) the name of the broker or dealer, if any, through which the purchase or sale will be effected, (iv) the CUSIP number of the instrument, if any, and (v) such other information as Adviser may reasonably require for purposes of fulfilling its obligations to the Fund under the Advisory Agreement. Sub-Adviser will provide the services rendered by it under this Agreement in accordance with each the Portfolio’s investment objective, policies and restrictions as stated in such the Portfolio’s prospectuses prospectus and statements statement of additional information (as currently in effect and as they may be amended or supplemented from time to time), and the resolutions of the Fund’s Board of Trustees.

Services of Sub-Adviser. Subject to the oversight and supervision of Adviser and the FundCompany’s Board of Trustees/Directors, Sub-Adviser will may supervise the day-to-day operations of the Portfolios all or a portion of each Fund and is authorised to perform the following services: (i) act as investment adviser for and manage the investment and reinvestment of those assets of the Portfolios as Adviser may from time to time request Fund and in connection therewith have complete discretion in purchasing and selling such securities and other assets for the Portfolios Fund and in voting, exercising consents and exercising all other rights appertaining to such securities and other assets on behalf of the PortfoliosFund; (ii) provide investment research and credit analysis concerning the Portfolios’ Fund’s investments; (iii) assist Adviser in determining what portion of the Portfolios’ Fund’s assets will be invested in cash and cash equivalents and money market instruments; (iv) place orders for all purchases and sales of the investments made for the PortfoliosFund; and (v) maintain the books and records as are required to support Fund Company operations (in conjunction with record-keeping and accounting functions performed by Adviser); and (vi) enter into, make and perform all contracts, agreements and other undertakings as may in the opinion of Sub-Adviser be necessary or advisable or incidental to the carrying out of the investment advisory services. At the request of Adviser, Sub-Adviser will also, subject to the oversight and supervision of Adviser and the direction and control of the FundCompany’s Board of Trustees/Directors, provide to Adviser or the Fund any of the facilities and equipment and perform any of the services described in Section 4 of the Advisory Agreement. In addition, Sub-Adviser will keep the Fund and Adviser informed of developments materially affecting the Portfolios Fund and shall, on its own initiative, furnish to the Fund from time to time whatever information Sub-Adviser believes appropriate for this purpose. Sub-Adviser will periodically communicate to Adviser, at such times as Adviser may reasonably direct, information concerning the purchase and sale of securities for the PortfoliosFund, including (i) the name of the issuer, (ii) the amount of the purchase or sale, (iii) the name of the broker or dealer, if any, through which the purchase or sale will be effected, (iv) the CUSIP number of the instrument, if any, and (v) such other information as Adviser may reasonably require for purposes of fulfilling its obligations to the Fund Company under the Advisory Agreement. Sub-Adviser will provide the services rendered by it under this Agreement in accordance with each Portfoliothe Fund’s investment objective, policies and restrictions as stated in such PortfolioFund’s prospectuses and statements of additional information (as currently in effect and as they may be amended or supplemented from time to time), and the resolutions of the FundCompany’s Board of Trustees/Directors. Sub-Adviser represents, warrants and covenants that it is authorized and regulated by the Financial Services Authority in the United Kingdom (the “FSA”) and has classified the Company as a Professional Client as defined by the FSA Rules.

Services of Sub-Adviser. Subject to the succeeding provision of this section, the oversight and supervision of Adviser and the direction and control of the Fund’s Board of TrusteesDirectors, Sub-Adviser will supervise perform certain of the day-to-day operations of the Portfolios and perform Fund which may include one or more of the following services: (i) act as investment adviser advisor for and manage the investment and reinvestment of those assets of the Portfolios Fund as Adviser may from time to time request and in connection therewith have complete discretion in purchasing and selling such securities and other assets for the Portfolios Fund and in voting, exercising consents and exercising all other rights appertaining to such securities and other assets on behalf of the PortfoliosFund; (ii) provide investment research and credit analysis concerning the Portfolios’ Fund’s investments; (iii) assist Adviser in determining what portion of the Portfolios’ Fund’s assets will be invested in cash and cash equivalents and money market instruments; (iv) place orders for all purchases and sales of the investments investments, other than short-term cash equivalents made for the PortfoliosFund; and (v) maintain the books and records as are required to support Fund operations (in conjunction with record-keeping and accounting functions performed by Adviser). At the request of Adviser, Sub-Adviser will also, subject to the oversight and supervision of Adviser and the direction and control of the Fund’s Board of TrusteesDirectors, provide to Adviser or the Fund any of the facilities and equipment and perform any of the services described in Section 4 Sections 2 and 3 of the Advisory Agreement. In addition, Sub-Adviser will keep the Fund and Adviser informed of developments materially affecting the Portfolios Fund and shall, on its own initiative, furnish to the Fund from time to time whatever information Sub-Adviser believes appropriate for this purpose. Sub-Adviser will periodically communicate to Adviser, at such times as Adviser may direct, information concerning the purchase and sale of securities for the PortfoliosFund, including (i) the name of the issuer, (ii) the amount of the purchase or sale, (iii) the name of the broker or dealer, if any, through which the purchase or sale will be effected, (iv) the CUSIP number of the instrument, if any, and (v) such other information as Adviser may reasonably require for purposes of fulfilling its obligations to the Fund under the Advisory Agreement. Sub-Adviser will provide the services rendered by it under this Agreement in accordance with each Portfoliothe Fund’s investment objective, policies and restrictions as stated in such Portfoliothe Fund’s prospectuses prospectus and statements statement of additional information (as currently in effect and as they may be amended or supplemented from time to time), and the resolutions of the Fund’s Board of TrusteesDirectors.

Services of Sub-Adviser. Subject to the succeeding provisions of this section and the oversight and supervision of Adviser and the FundCompany’s Board of Trustees/Directors, Sub-Adviser will may supervise the day-to-day operations of the Portfolios all or a portion of each Fund and is authorised to perform the following services: (i) act as investment adviser for and manage the investment and reinvestment of those assets of the Portfolios Fund as Adviser (or other sub-advisers of the Fund, acting under the oversight and supervision of the Adviser) may from time to time request and in connection therewith have complete discretion in purchasing and selling such securities and other assets for the Portfolios Fund and in voting, exercising consents and exercising all other rights appertaining to such securities and other assets on behalf of the PortfoliosFund; (ii) provide investment research and credit analysis concerning the Portfolios’ Fund’s investments; (iii) assist Adviser (or other sub-advisers of the Fund, acting under the oversight and supervision of the Adviser) in determining what portion of the Portfolios’ Fund’s assets will be invested in cash and cash equivalents and money market instruments; (iv) place orders for all purchases and sales of the investments made for the PortfoliosFund; and (v) maintain the books and records as are required to support Fund Company operations (in conjunction with record-keeping and accounting functions performed by Adviser); and (vi) enter into, make and perform all contracts, agreements and other undertakings as may in the opinion of Sub-Adviser be necessary or advisable or incidental to the carrying out of the investment advisory services. At the request of Adviser, Sub-Adviser will also, subject to the oversight and supervision of Adviser and the direction and control of the FundCompany’s Board of Trustees/Directors, provide to Adviser or the Fund any of the facilities and equipment and perform any of the services described in Section 4 of the Advisory Agreement. In addition, Sub-Adviser will keep the Fund and Adviser informed of developments materially affecting the Portfolios Fund and shall, on its own initiative, furnish to the Fund from time to time whatever information Sub-Adviser believes appropriate for this purpose. Sub-Adviser will periodically communicate to Adviser, at such times as Adviser may direct, information concerning the purchase and sale of securities for the PortfoliosFund, including (i) the name of the issuer, (ii) the amount of the purchase or sale, (iii) the name of the broker or dealer, if any, through which the purchase or sale will be effected, (iv) the CUSIP number of the instrument, if any, and (v) such other information as Adviser may reasonably require for purposes of fulfilling its obligations to the Fund Company under the Advisory Agreement. Sub-Adviser will provide the services rendered by it under this Agreement in accordance with each Portfoliothe Fund’s investment objective, policies and restrictions as stated in such PortfolioFund’s prospectuses and statements of additional information (as currently in effect and as they may be amended or supplemented from time to time, the “Registration Statement”), and the resolutions of the FundCompany’s Board of Trustees/Directors.

Services of Sub-Adviser. Subject to the oversight and supervision of Adviser and the Fund’s Board of Trustees, Sub-Adviser will supervise the day-to-day operations of the Portfolios and perform the following services: (i) act as investment adviser for and manage the investment and reinvestment of those assets of the Portfolios as Adviser may from time to time request and in connection therewith have complete discretion in purchasing and selling such securities and other assets for the Portfolios and in voting, exercising consents and exercising all other rights appertaining to such securities and other assets on behalf of the Portfolios; (ii) provide investment research and credit analysis concerning the Portfolios’ investments; , (ii) conduct a continual program of investment of the Portfolios’ assets, (iii) assist Adviser in determining determine what portion of the Portfolios’ assets will be invested in cash and cash, cash equivalents and money market instruments; , (iv) place orders for all purchases and sales of the investments made for the Portfolios; , and (v) maintain the books and records as are required to support Fund operations (in conjunction with record-keeping and accounting functions performed by Adviser). At the request of Adviser, Sub-Adviser will also, subject to the oversight and supervision of Adviser and the direction and control of the Fund’s Board of Trustees, provide to Adviser or the Fund any of the facilities and equipment and perform any of the services described in Section 4 of the Advisory Agreement. In addition, Sub-Adviser will keep the Fund and Adviser informed of developments materially affecting the Portfolios Fund and shall, on its own initiative, furnish to the Fund from time to time whatever information Sub-Adviser believes appropriate for this purpose. Sub-Adviser will periodically communicate to Adviser, at such times as Adviser may direct, information concerning the on each day that a purchase and or sale of securities an instrument is effected for the Portfolios, including Portfolios (i) the name of the issuer, (ii) the amount of the purchase or sale, (iii) the name of the broker or dealer, if any, through which the purchase or sale will be effected, (iv) the CUSIP number of the instrument, if any, and (v) such other information as Adviser may reasonably require for purposes of fulfilling its obligations to the Fund under the Advisory Agreement. Sub-Adviser will provide the services rendered by it under this Agreement in accordance with each Portfolio’s the Portfolios’ investment objectiveobjectives, policies and restrictions as stated in such Portfolio’s prospectuses the Portfolios’ Prospectuses and statements Statements of additional information Additional Information (as currently in effect and as they may be amended or supplemented from time to time), and the resolutions of the Fund’s Board of Trustees.

Services of Sub-Adviser. Subject to the oversight and supervision of Adviser and the Fund’s Board of Trustees, Sub-Adviser will supervise the day-to-day operations of the Portfolios Portfolio and perform the following services: (i) act as investment adviser for and manage the investment and reinvestment of those assets of the Portfolios Portfolio as Adviser may from time to time request and in connection therewith have complete discretion in purchasing and selling such securities and other assets for the Portfolios Portfolio and in voting, exercising consents and exercising all other rights appertaining to such securities and other assets on behalf of the PortfoliosPortfolio; (ii) provide investment research and credit analysis concerning the Portfolios’ Portfolio’s investments; (iii) assist Adviser in determining what portion of the Portfolios’ Portfolio’s assets will be invested in cash and cash equivalents and money market instruments; (iv) place orders for all purchases and sales of the investments made for the PortfoliosPortfolio; and (v) maintain the books and records as are required to support Fund operations (in conjunction with record-keeping and accounting functions performed by Adviser). At the request of Adviser, Sub-Adviser will also, subject to the oversight and supervision of Adviser and the direction and control of the Fund’s Board of Trustees, provide to Adviser or the Fund any of the facilities and equipment and perform any of the services described in Section 4 of the Advisory Agreement. In addition, Sub-Adviser will keep the Fund and Adviser informed of developments materially affecting the Portfolios Portfolio and shall, on its own initiative, furnish to the Fund from time to time whatever information Sub-Adviser believes appropriate for this purpose. Sub-Adviser will periodically communicate to Adviser, at such times as Adviser may direct, information concerning the purchase and sale of securities for the PortfoliosPortfolio, including (i) the name of the issuer, (ii) the amount of the purchase or sale, (iii) the name of the broker or dealer, if any, through which the purchase or sale will be effected, (iv) the CUSIP number of the instrument, if any, and (v) such other information as Adviser may reasonably require for purposes of fulfilling its obligations to the Fund under the Advisory Agreement. Sub-Adviser will provide the services rendered by it under this Agreement in accordance with each the Portfolio’s investment objective, policies and restrictions as stated in such the Portfolio’s prospectuses and statements of additional information (as currently in effect and as they may be amended or supplemented from time to time), and the resolutions of the Fund’s Board of Trustees.

Services of Sub-Adviser. Subject to the succeeding provision of this section, the oversight and supervision of Adviser and the direction and control of the Fund’s Board of Trustees, Sub-Adviser will supervise perform certain of the day-to-day operations of the Portfolios and perform Portfolio which may include one or more of the following services: (i) act as investment adviser advisor for and manage the investment and reinvestment of those assets of the Portfolios Portfolio as Adviser may from time to time request and in connection therewith have complete discretion in purchasing and selling such securities and other assets for the Portfolios Portfolio and in voting, exercising consents and exercising all other rights appertaining to such securities and other assets on behalf of the PortfoliosPortfolio; (ii) provide investment research and credit analysis concerning the Portfolios’ Portfolio’s investments; (iii) assist Adviser in determining what portion of the Portfolios’ Portfolio’s assets will be invested in cash and cash equivalents and money market instruments; (iv) place orders for all purchases and sales of the investments investments, other than short-term cash equivalents made for the PortfoliosPortfolio; and (v) maintain the books and records as are required to support Fund operations (in conjunction with record-keeping and accounting functions performed by Adviser). At the request of Adviser, Sub-Adviser will also, subject to the oversight and supervision of Adviser and the direction and control of the Fund’s Board of Trustees, provide to Adviser or the Fund any of the facilities and equipment and perform any of the services described in Section 4 of the Advisory Agreement. In addition, Sub-Adviser will keep the Fund and Adviser informed of developments materially affecting the Portfolios Portfolio and shall, on its own initiative, furnish to the Fund from time to time whatever information Sub-Adviser believes appropriate for this purpose. Sub-Adviser will periodically communicate to Adviser, at such times as Adviser may direct, information concerning the purchase and sale of securities for the PortfoliosPortfolio, including including: (i) the name of the issuer, ; (ii) the amount of the purchase or sale, ; (iii) the name of the broker or dealer, if any, through which the purchase or sale will be effected, ; (iv) the CUSIP number of the instrument, if any, ; and (v) such other information as Adviser may reasonably require for purposes of fulfilling its obligations to the Fund under the Advisory Agreement. Sub-Adviser will provide the services rendered by it under this Agreement in accordance with each the Portfolio’s investment objective, policies and restrictions as stated in such the Portfolio’s prospectuses prospectus and statements statement of additional information (as currently in effect and as they may be amended or supplemented from time to time), and the resolutions of the Fund’s Board of Trustees.

Services of Sub-Adviser. Subject to the oversight and supervision of Adviser and the FundTrust’s Board of Trustees, Sub-Adviser will may supervise the day-to-day operations of the Portfolios all or a portion of each Fund and is authorised to perform the following services: (i) act as investment adviser for and manage the investment and reinvestment of those assets of the Portfolios as Adviser may from time to time request Fund and in connection therewith have complete discretion in purchasing and selling such securities and securities, commodities or other assets financial instruments for the Portfolios Fund and in voting, exercising consents and exercising all other rights appertaining to such securities and securities, commodities or other assets financial instruments on behalf of the PortfoliosFund; (ii) provide investment research and credit analysis concerning the Portfolios’ Fund’s investments; (iii) assist Adviser in determining what portion of the Portfolios’ Fund’s assets will be invested in cash and cash equivalents and money market instruments; (iv) place orders for all purchases and sales of the investments made for the PortfoliosFund; and (v) maintain the books and records as are required to support Fund Trust operations (in conjunction with record-keeping and accounting functions performed by Adviser); and (vi) enter into, make and perform all contracts, agreements and other undertakings as may in the opinion of Sub-Adviser be necessary or advisable or incidental to the carrying out of the investment advisory services. At the request of Adviser, Sub-Adviser will also, subject to the oversight and supervision of Adviser and the direction and control of the FundTrust’s Board of Trustees, provide to Adviser or the Fund any of the facilities and equipment and perform any of the services described in Section 4 of the Advisory Agreement. In addition, Sub-Adviser will keep the Fund and Adviser informed of developments materially affecting the Portfolios Fund and shall, on its own initiative, furnish to the Fund from time to time whatever information Sub-Adviser believes appropriate for this purpose. Sub-Adviser will periodically communicate to Adviser, at such times as Adviser may reasonably direct, information concerning the purchase and sale of securities securities, commodities or other financial instruments for the PortfoliosFund, including (i) the name of the issuer, (ii) the amount of the purchase or sale, (iii) the name of the broker or dealer, if any, through which the purchase or sale will be effected, (iv) the CUSIP number of the instrument, if any, and (v) such other information as Adviser may reasonably require for purposes of fulfilling its obligations to the Fund Trust under the Advisory Agreement. Sub-Adviser will provide the services rendered by it under this Agreement in accordance with each Portfoliothe Fund’s investment objective, the policies and restrictions as stated in such PortfolioFund’s prospectuses and statements of additional information (as currently in effect and as they may be amended or supplemented from time to time), and the resolutions of the FundTrust’s Board of Trustees, all applicable investment restrictions (including diversification requirements, if applicable) contained in the 1940 Act, the CEA, the rules and regulations under the 1940 Act and the CEA, any exemptive orders issued by the SEC applicable to the Fund or the Trust or any SEC or CFTC staff no-action or interpretive letter applicable to the Fund or the Trust and any applicable state securities or commodities law or regulation. Adviser will provide the Sub-Adviser with copies of any such SEC exemptive orders or SEC or CFTC staff no-action or interpretive letters. Sub-Adviser represents, warrants and covenants that it is authorized and regulated by the Financial Conduct Authority in the United Kingdom (the “FCA”) and has classified the Trust as a Professional Client as defined by the FCA Rules.

Services of Sub-Adviser. Subject to the succeeding provisions of this section and the oversight and supervision of Adviser and the Fund’s 's Board of Trustees, Sub-Sub- Adviser will supervise perform certain of the day-to-day operations of the Portfolios and perform Portfolio which may include one or more of the following services: (i) act as investment adviser advisor for and manage the investment and reinvestment of those assets of the Portfolios Portfolio as Adviser may from time to time request and in connection therewith have complete discretion in purchasing and selling such securities and other assets for the Portfolios Portfolio and in voting, exercising consents and exercising all other rights appertaining to such securities and other assets on behalf of the PortfoliosPortfolio; (ii) provide investment research and credit analysis concerning the Portfolios’ Portfolio's investments; (iii) assist Adviser in determining what portion of the Portfolios’ Portfolio's assets will be invested in cash and cash equivalents and money market instruments; (iv) place orders for all purchases and sales of the investments investments, other than short-term cash equivalents made for the PortfoliosPortfolio; and (v) maintain the books and records as are required to support Fund operations (in conjunction with record-record- keeping and accounting functions performed by Adviser). At the request of Adviser, Sub-Adviser will also, subject to the oversight and supervision of Adviser and the direction and control of the Fund’s 's Board of Trustees, provide to Adviser or the Fund any of the facilities and equipment and perform any of the services described in Section 4 of the Advisory Agreement. In addition, Sub-Adviser will keep the Fund and Adviser informed of developments materially affecting the Portfolios Portfolio and shall, on its own initiative, furnish to the Fund from time to time whatever information Sub-Adviser believes appropriate for this purpose. Sub-Adviser will periodically communicate to Adviser, at such times as Adviser may direct, information concerning the purchase and sale of securities for the PortfoliosPortfolio, including (i) the name of the issuer, (ii) the amount of the purchase or sale, (iii) the name of the broker or dealer, if any, through which the purchase or sale will be effected, (iv) the CUSIP number of the instrument, if any, and (v) such other information as Adviser may reasonably require for purposes of fulfilling its obligations to the Fund under the Advisory Agreement. Sub-Sub- Adviser will provide the services rendered by it under this Agreement in accordance with each the Portfolio’s 's investment objective, policies and restrictions as stated in such the Portfolio’s prospectuses 's prospectus and statements statement of additional information (as currently in effect and as they may be amended or supplemented from time to time), and the resolutions of the Fund’s 's Board of Trustees. 3.

Services of Sub-Adviser. Subject to the oversight and ----------------------- supervision of Adviser and the Fund’s 's Board of Trustees, Sub-Adviser will supervise the day-to-day operations of the Portfolios Portfolio and perform the following services: (i) act as investment adviser for and manage the investment and reinvestment of those assets of the Portfolios as Adviser may from time to time request and in connection therewith have complete discretion in purchasing and selling such securities and other assets for the Portfolios and in voting, exercising consents and exercising all other rights appertaining to such securities and other assets on behalf of the Portfolios; (ii) provide investment research and credit analysis concerning the Portfolios’ Portfolio's investments; , (ii) conduct a continual program of investment of the Portfolio's assets, (iii) assist Adviser in determining determine what portion of the Portfolios’ Portfolio's assets will be invested in cash and cash, cash equivalents and money market instruments; , (iv) place orders for all purchases and sales of the investments made for the Portfolios; Portfolio, and (v) maintain the books and records as are required to support Fund operations (in conjunction with record-record- keeping and accounting functions performed by Adviser). At the request of Adviser, Sub-Adviser will also, subject to the oversight and supervision of Adviser and the direction and control of the Fund’s Board of Trustees, provide to Adviser or the Fund any of the facilities and equipment and perform any of the services described in Section 4 of the Advisory Agreement. In addition, Sub-Adviser will keep the Fund and Adviser informed of developments materially affecting the Portfolios Fund and shall, on its own initiative, furnish to the Fund from time to time whatever information Sub-Adviser believes appropriate for this purpose. Sub-Sub- Adviser will periodically communicate to Adviser, at such times as Adviser may direct, information concerning the on each day that a purchase and or sale of securities an instrument is effected for the Portfolios, including Portfolio (i) the name of the issuer, (ii) the amount of the purchase or sale, (iii) the name of the broker or dealer, if any, through which the purchase or sale will be effected, (iv) the CUSIP number of the instrument, if any, and (v) such other information as Adviser may reasonably require for purposes of fulfilling its obligations to the Fund under the Advisory Agreement. Sub-Adviser will provide the services rendered by it under this Agreement in accordance with each the Portfolio’s 's investment objectiveobjectives, policies and restrictions as stated in such the Portfolio’s prospectuses 's Prospectuses and statements Statements of additional information Additional Information (as currently in effect and as they may be amended or supplemented from time to time), and the resolutions of the Fund’s 's Board of Trustees.

Services of Sub-Adviser. Subject to the oversight and supervision of Adviser and the FundTrust’s Board of Trustees, Sub-Adviser will supervise the day-to-day operations of the Portfolios Funds and perform the following services: (i) act as investment adviser for and manage the investment and reinvestment of those assets of the Portfolios Funds as Adviser may from time to time request and in connection therewith have complete discretion in purchasing and selling such securities and other assets for the Portfolios Funds and in voting, exercising consents and exercising all other rights appertaining to such securities and other assets on behalf of the PortfoliosFunds; (ii) provide investment research and credit analysis concerning the PortfoliosFunds’ investments; (iii) assist Adviser in determining what portion of the PortfoliosFunds’ assets will be invested in cash and cash equivalents and money market instruments; (iv) place orders for all purchases and sales of the investments made for the PortfoliosFunds; and (v) maintain the books and records as are required to support Trust and Fund operations (in conjunction with record-keeping and accounting functions performed by Adviser). At the request of Adviser, Sub-Adviser will also, subject to the oversight and supervision of Adviser and the direction and control of the FundTrust’s Board of Trustees, provide to Adviser or the Fund Trust any of the facilities and equipment and perform any of the services described in Section 4 of the Advisory Agreement. In addition, Sub-Adviser will keep the Fund Trust and Adviser informed of developments materially affecting the Portfolios Funds and shall, on its own initiative, furnish to the Fund Trust from time to time whatever information Sub-Adviser believes appropriate for this purpose. Sub-Adviser will periodically communicate to Adviser, at such times as Adviser may direct, information concerning the purchase and sale of securities for the PortfoliosFunds, including (i) the name of the issuer, (ii) the amount of the purchase or sale, (iii) the name of the broker or dealer, if any, through which the purchase or sale will be effected, (iv) the CUSIP number of the instrument, if any, and (v) such other information as Adviser may reasonably require for purposes of fulfilling its obligations to the Fund Trust, with respect to the Funds, under the Advisory Agreement. Sub-Adviser will provide the services rendered by it under this Agreement in accordance with each PortfolioFund’s investment objective, policies and restrictions as stated in such Portfoliothe Trust’s prospectuses and statements of additional information for the Funds (as currently in effect and as they may be amended or supplemented from time to time), and the resolutions of the FundTrust’s Board of Trustees. Sub-Adviser represents, warrants and covenants that it is authorized and regulated by the FCA.

Services of Sub-Adviser. Subject to the oversight and supervision of ----------------------- Adviser and the Fund’s 's Board of Trustees, Sub-Adviser will supervise the day-to-to- day operations of the Portfolios Portfolio and perform the following services: (i) act as investment adviser for and manage the investment and reinvestment of those assets of the Portfolios as Adviser may from time to time request and in connection therewith have complete discretion in purchasing and selling such securities and other assets for the Portfolios and in voting, exercising consents and exercising all other rights appertaining to such securities and other assets on behalf of the Portfolios; (ii) provide investment research and credit analysis concerning the Portfolios’ Portfolio's investments; , (ii) conduct a continual program of investment of the Portfolio's assets, (iii) assist Adviser in determining determine what portion of the Portfolios’ Portfolio's assets will be invested in cash and cash, cash equivalents and money market instruments; , (iv) place orders for all purchases and sales of the investments made for the Portfolios; Portfolio, and (v) maintain the books and records as are required to support Fund operations (in conjunction with record-keeping and accounting functions performed by Adviser). At the request of Adviser, Sub-Adviser will also, subject to the oversight and supervision of Adviser and the direction and control of the Fund’s Board of Trustees, provide to Adviser or the Fund any of the facilities and equipment and perform any of the services described in Section 4 of the Advisory Agreement. In addition, Sub-Adviser will keep the Fund and Adviser informed of developments materially affecting the Portfolios Fund and shall, on its own initiative, furnish to the Fund from time to time whatever information Sub-Adviser believes appropriate for this purpose. Sub-Adviser will periodically communicate to Adviser, at such times as Adviser may direct, information concerning the on each day that a purchase and or sale of securities an instrument is effected for the Portfolios, including Portfolio (i) the name of the issuer, (ii) the amount of the purchase or sale, (iii) the name of the broker or dealer, if any, through which the purchase or sale will be effected, (iv) the CUSIP number of the instrument, if any, and (v) such other information as Adviser may reasonably require for purposes of fulfilling its obligations to the Fund under the Advisory Agreement. Sub-Adviser will provide the services rendered by it under this Agreement in accordance with each the Portfolio’s 's investment objectiveobjectives, policies and restrictions as stated in such the Portfolio’s prospectuses 's Prospectus and statements Statement of additional information Additional Information (as currently in effect and as they may be amended or supplemented from time to time), and the resolutions of the Fund’s 's Board of Trustees.

Services of Sub-Adviser. Subject to the succeeding provision of this section, the oversight and supervision of Adviser and the direction and control of the Fund’s Board of Trustees, Sub-Adviser will supervise perform certain of the day-to-day operations of the Portfolios and perform Portfolio which may include one or more of the following services: (i) act as investment adviser advisor for and manage the investment and reinvestment of those assets of the Portfolios Portfolio as Adviser may from time to time request and in connection therewith have complete discretion in purchasing and selling such securities and other assets for the Portfolios Portfolio and in voting, exercising consents and exercising all other rights appertaining to such securities and other assets on behalf of the PortfoliosPortfolio; (ii) provide investment research and credit analysis concerning the Portfolios’ Portfolio’s fixed-income investments; (iii) assist Adviser in determining what portion of the Portfolios’ Portfolio’s assets will be invested in cash and cash equivalents and money market instruments; (iv) place orders for all purchases and sales of the investments fixed-income investments, other than short-term cash equivalents made for the PortfoliosPortfolio; and (v) maintain the books and records as are required to support Fund operations (in conjunction with record-keeping and accounting functions performed by Adviser). At the request of Adviser, Sub-Adviser will also, subject to the oversight and supervision of Adviser and the direction and control of the Fund’s Board of Trustees, provide to Adviser or the Fund any of the facilities and equipment and perform any of the services described in Section 4 of the Advisory Agreement. In addition, Sub-Adviser will keep the Fund and Adviser informed of developments materially affecting the Portfolios Portfolio and shall, on its own initiative, furnish to the Fund from time to time whatever information Sub-Adviser believes appropriate for this purpose. Sub-Adviser will periodically communicate to Adviser, at such times as Adviser may direct, information concerning the purchase and sale of securities for the PortfoliosPortfolio, including (i) the name of the issuer, (ii) the amount of the purchase or sale, (iii) the name of the broker or dealer, if any, through which the purchase or sale will be effected, (iv) the CUSIP number of the instrument, if any, and (v) such other information as Adviser may reasonably require for purposes of fulfilling its obligations to the Fund under the Advisory Agreement. Sub-Adviser will provide the services rendered by it under this Agreement in accordance with each the Portfolio’s investment objective, policies and restrictions as stated in such the Portfolio’s prospectuses prospectus and statements statement of additional information (as currently in effect and as they may be amended or supplemented from time to time), and the resolutions of the Fund’s Board of Trustees.

Services of Sub-Adviser. Subject to the succeeding provisions of this section and the oversight and supervision of Adviser and the Fund’s Board of TrusteesDirectors, Sub-Adviser will supervise perform certain of the day-to-day operations of the Portfolios and perform Fund which may include one or more of the following services: (i) act as investment adviser advisor for and manage the investment and reinvestment of those assets of the Portfolios Fund as Adviser may from time to time request and in connection therewith have complete discretion in purchasing and selling such securities and other assets for the Portfolios Fund and in voting, exercising consents and exercising all other rights appertaining to such securities and other assets on behalf of the PortfoliosFund; (ii) provide investment research and credit analysis concerning the Portfolios’ Fund’s fixed-income investments; (iii) assist Adviser in determining what portion of the Portfolios’ Fund’s assets will be invested in cash and cash equivalents and money market instruments; (iv) place orders for all purchases and sales of the investments fixed-income investments, other than short-term cash equivalents made for the PortfoliosFund; and (v) maintain the books and records as are required to support Fund operations (in conjunction with record-keeping and accounting functions performed by Adviser). At the request of Adviser, Sub-Adviser will also, subject to the oversight and supervision of Adviser and the direction and control of the Fund’s Board of TrusteesDirectors, provide to Adviser or the Fund any of the facilities and equipment and perform any of the services described in Section 4 Sections 2 and 3 of the Advisory Agreement. In addition, Sub-Adviser will keep the Fund and Adviser informed of developments materially affecting the Portfolios Fund and shall, on its own initiative, furnish to the Fund from time to time whatever information Sub-Adviser believes appropriate for this purpose. Sub-Adviser will periodically communicate to Adviser, at such times as Adviser may direct, information concerning the purchase and sale of securities for the PortfoliosFund, including (i) the name of the issuer, (ii) the amount of the purchase or sale, (iii) the name of the broker or dealer, if any, through which the purchase or sale will be effected, (iv) the CUSIP number of the instrument, if any, and (v) such other information as Adviser may reasonably require for purposes of fulfilling its obligations to the Fund under the Advisory Agreement. Sub-Adviser will provide the services rendered by it under this Agreement in accordance with each Portfoliothe Fund’s investment objective, policies and restrictions as stated in such Portfoliothe Fund’s prospectuses and statements of additional information (as currently in effect and as they may be amended or supplemented from time to time), and the resolutions of the Fund’s Board of TrusteesDirectors.

Services of Sub-Adviser. Subject to the succeeding provisions of this section and the oversight and supervision of Adviser and the Trust’s Board of Trustees and the Fund’s Board of TrusteesDirectors, the Sub-Adviser will supervise perform certain of the day-to-day operations of the Portfolios and perform Fund, which may include one or more of the following services: (i) act as investment adviser advisor for and supervise and manage the investment and reinvestment of those assets of the Portfolios Fund as Adviser may from time to time request and in connection therewith have complete discretion in purchasing and selling such securities and other assets for the Portfolios Fund and in voting, exercising consents and exercising all other rights appertaining to such securities and other assets on behalf of the PortfoliosFund Portfolio; (ii) provide investment research and credit analysis concerning the Portfolios’ Fund’s investments; (iii) assist Adviser in determining what portion of the Portfolios’ Fund’s assets will be invested in cash and cash, cash equivalents and money market instruments; (iv) place orders for all purchases and sales of the investments made for the Portfolios; Fund, and (v) maintain the books and records as are required to support Fund operations (in conjunction with record-keeping and accounting functions performed by Adviser). At the request of Adviser, Sub-Adviser will also, subject to the oversight and supervision of Adviser and the direction Trust’s Board of Trustees and control of the Fund’s Board of TrusteesDirectors, provide to Adviser or the Fund any of the facilities and equipment and perform any of the services described in Section 4 2 of the Advisory Agreement. In addition, Sub-Adviser will keep the Fund and Adviser informed of developments materially affecting the Portfolios Fund and shall, on its own initiative, furnish to the Fund from time to time whatever information Sub-Adviser believes appropriate for this purpose. Sub-Adviser will periodically communicate to Adviser, at such times as Adviser may direct, information concerning the purchase and sale of securities for the PortfoliosFund, including (i) the name of the issuer, (ii) the amount of the purchase or sale, (iii) the name of the broker or dealer, if any, through which the purchase or sale will be effected, (iv) the CUSIP number of the instrument, if any, and (v) such other information as Adviser may reasonably require for purposes of fulfilling its obligations to the Fund under the Advisory Agreement. Sub-Adviser will provide the services rendered by it under this Agreement in accordance with each the Portfolio’s investment objective, policies and restrictions as stated in such the Portfolio’s prospectuses prospectus and statements statement of additional information (as currently in effect and as they may be amended or supplemented from time to time), and the resolutions of the Trust’s Board of Trustees and the Fund’s Board of TrusteesDirectors.

Services of Sub-Adviser. Subject to the oversight and supervision ----------------------- of Adviser and the Fund’s 's Board of Trustees, Sub-Adviser will supervise the day-to-day operations of the Portfolios Portfolio and perform the following services: (i) act as investment adviser for and manage the investment and reinvestment of those assets of the Portfolios as Adviser may from time to time request and in connection therewith have complete discretion in purchasing and selling such securities and other assets for the Portfolios and in voting, exercising consents and exercising all other rights appertaining to such securities and other assets on behalf of the Portfolios; (ii) provide investment research and credit analysis concerning the Portfolios’ Portfolio's investments; , (ii) conduct a continual program of investment of the Portfolio's assets, (iii) assist Adviser in determining determine what portion of the Portfolios’ Portfolio's assets will be invested in cash and cash, cash equivalents and money market instruments; , (iv) place orders for all purchases and sales of the investments made for the Portfolios; Portfolio, and (v) maintain the books and records as are required to support Fund operations (in conjunction with record-keeping and accounting functions performed by Adviser). At the request of Adviser, Sub-Adviser will also, subject to the oversight and supervision of Adviser and the direction and control of the Fund’s Board of Trustees, provide to Adviser or the Fund any of the facilities and equipment and perform any of the services described in Section 4 of the Advisory Agreement. In addition, Sub-Adviser will keep the Fund and Adviser informed of developments materially affecting the Portfolios Fund and shall, on its own initiative, furnish to the Fund from time to time whatever information Sub-Adviser believes appropriate for this purpose. Sub-Adviser will periodically communicate to Adviser, at such times as Adviser may direct, information concerning the on each day that a purchase and or sale of securities an instrument is effected for the Portfolios, including Portfolio (i) the name of the issuer, (ii) the amount of the purchase or sale, (iii) the name of the broker or dealer, if any, through which the purchase or sale will be effected, (iv) the CUSIP number of the instrument, if any, and (v) such other information as Adviser may reasonably require for purposes of fulfilling its obligations to the Fund under the Advisory Agreement. Sub-Adviser will provide the services rendered by it under this Agreement in accordance with each the Portfolio’s 's investment objectiveobjectives, policies and restrictions as stated in such the Portfolio’s prospectuses 's Prospectuses and statements Statements of additional information Additional Information (as currently in effect and as they may be amended or supplemented from time to time), and the resolutions of the Fund’s 's Board of Trustees.

Services of Sub-Adviser. Subject to the succeeding provisions of this section and the oversight and supervision of Adviser and the Fund’s Board of Trustees, Sub-Adviser will supervise perform certain of the day-to-day operations of the Portfolios and perform Portfolio which may include one or more of the following services: (i) act as investment adviser advisor for and manage the investment and reinvestment of those assets of the Portfolios Portfolio as Adviser may from time to time request and in connection therewith have complete discretion in purchasing and selling such securities and other assets for the Portfolios Portfolio and in voting, exercising consents and exercising all other rights appertaining to such securities and other assets on behalf of the PortfoliosPortfolio; (ii) provide investment research and credit analysis concerning the Portfolios’ Portfolio’s fixed-income investments; (iii) assist Adviser in determining what portion of the Portfolios’ Portfolio’s assets will be invested in cash and cash equivalents and money market instruments; (iv) place orders for all purchases and sales of the investments fixed-income investments, other than short-term cash equivalents made for the PortfoliosPortfolio; and (v) maintain the books and records as are required to support Fund operations (in conjunction with record-keeping and accounting functions performed by Adviser). At the request of Adviser, Sub-Adviser will also, subject to the oversight and supervision of Adviser and the direction and control of the Fund’s Board of Trustees, provide to Adviser or the Fund any of the facilities and equipment and perform any of the services described in Section 4 of the Advisory Agreement. In addition, Sub-Adviser will keep the Fund and Adviser informed of developments materially affecting the Portfolios Portfolio and shall, on its own initiative, furnish to the Fund from time to time whatever information Sub-Adviser believes appropriate for this purpose. Sub-Adviser will periodically communicate to Adviser, at such times as Adviser may direct, information concerning the purchase and sale of securities for the PortfoliosPortfolio, including (i) the name of the issuer, (ii) the amount of the purchase or sale, (iii) the name of the broker or dealer, if any, through which the purchase or sale will be effected, (iv) the CUSIP number of the instrument, if any, and (v) such other information as Adviser may reasonably require for purposes of fulfilling its obligations to the Fund under the Advisory Agreement. Sub-Adviser will provide the services rendered by it under this Agreement in accordance with each the Portfolio’s investment objective, policies and restrictions as stated in such the Portfolio’s prospectuses and statements of additional information (as currently in effect and as they may be amended or supplemented from time to time), and the resolutions of the Fund’s Board of Trustees.

Services of Sub-Adviser. Subject to the succeeding provisions of this section and the oversight and supervision of Adviser and the Corporation’s Board of Directors and the Fund’s Board of TrusteesDirectors, Sub-Adviser will supervise perform certain of the day-to-day operations of the Portfolios and perform Fund which may include one or more of the following services: (i) act as investment adviser advisor for and manage the investment and reinvestment of those assets of the Portfolios Fund as Adviser may from time to time request and in connection therewith have complete discretion in purchasing and selling such securities and other assets for the Portfolios Fund and in voting, exercising consents and exercising all other rights appertaining to such securities and other assets on behalf of the PortfoliosFund; (ii) provide investment research and credit analysis concerning the Portfolios’ Fund’s investments; (iii) assist Adviser in determining what portion of the Portfolios’ Fund’s assets will be invested in cash and cash equivalents and money market instruments; (iv) place orders for all purchases and sales of the investments investments, other than short-term cash equivalents made for the PortfoliosFund; and (v) maintain the books and records as are required to support Fund operations (in conjunction with record-keeping and accounting functions performed by Adviser). At the request of Adviser, Sub-Adviser will also, subject to the oversight and supervision of Adviser and the direction Corporation’s Board of Directors and control of the Fund’s Board of TrusteesDirectors, provide to Adviser or the Fund any of the facilities and equipment and perform any of the services described in Section 4 2 of the Advisory Agreement. In addition, Sub-Adviser will keep the Fund and Adviser informed of developments materially affecting the Portfolios Fund and shall, on its own initiative, furnish to the Fund from time to time whatever information Sub-Adviser believes appropriate for this purpose. Sub-Adviser will periodically communicate to Adviser, at such times as Adviser may direct, information concerning the purchase and sale of securities for the PortfoliosFund, including (i) the name of the issuer, (ii) the amount of the purchase or sale, (iii) the name of the broker or dealer, if any, through which the purchase or sale will be effected, (iv) the CUSIP number of the instrument, if any, and (v) such other information as Adviser may reasonably require for purposes of fulfilling its obligations to the Fund under the Advisory Agreement. Sub-Adviser will provide the services rendered by it under this Agreement in accordance with each Portfoliothe Corporation’s investment objective, policies and restrictions as stated in such Portfoliothe Corporation’s prospectuses prospectus and statements statement of additional information (as currently in effect and as they may be amended or supplemented from time to time), and the resolutions of the Corporation’s Board of Directors and the Fund’s Board of TrusteesDirectors.

Services of Sub-Adviser. Subject to the oversight and ----------------------- supervision of Adviser and the Fund’s 's Board of Trustees, Sub-Adviser will supervise the day-to-day operations of the Portfolios Portfolio and perform the following services: (i) act as investment adviser for and manage the investment and reinvestment of those assets of the Portfolios as Adviser may from time to time request and in connection therewith have complete discretion in purchasing and selling such securities and other assets for the Portfolios and in voting, exercising consents and exercising all other rights appertaining to such securities and other assets on behalf of the Portfolios; (ii) provide investment research and credit analysis concerning the Portfolios’ Portfolio's investments; , (ii) conduct a continual program of investment of the Portfolio's assets, (iii) assist Adviser in determining determine what portion of the Portfolios’ Portfolio's assets will be invested in cash and cash, cash equivalents and money market instruments; , (iv) place orders for all purchases and sales of the investments made for the Portfolios; Portfolio, and (v) maintain the books and records as are required to support Fund operations (in conjunction with record-keeping and accounting functions performed by Adviser). At the request of Adviser, Sub-Adviser will also, subject to the oversight and supervision of Adviser and the direction and control of the Fund’s Board of Trustees, provide to Adviser or the Fund any of the facilities and equipment and perform any of the services described in Section 4 of the Advisory Agreement. In addition, Sub-Adviser will keep the Fund and Adviser informed of developments materially affecting the Portfolios Fund and shall, on its own initiative, furnish to the Fund from time to time whatever information Sub-Sub- Adviser believes appropriate for this purpose. Sub-Adviser will periodically communicate to Adviser, at such times as Adviser may direct, information concerning the on each day that a purchase and or sale of securities an instrument is effected for the Portfolios, including Portfolio (i) the name of the issuer, (ii) the amount of the purchase or sale, (iii) the name of the broker or dealer, if any, through which the purchase or sale will be effected, (iv) the CUSIP number of the instrument, if any, and (v) such other information as Adviser may reasonably require for purposes of fulfilling its obligations to the Fund under the Advisory Agreement. Sub-Sub- Adviser will provide the services rendered by it under this Agreement in accordance with each the Portfolio’s 's investment objectiveobjectives, policies and restrictions as stated in such the Portfolio’s prospectuses 's Prospectuses and statements Statement of additional information Additional Information (as currently in effect and as they may be amended or supplemented from time to time), and the resolutions of the Fund’s 's Board of Trustees.

Services of Sub-Adviser. Subject to the succeeding provisions of this section and the oversight and supervision of Adviser and the Fund’s Board of TrusteesDirectors (the “Board of Directors”), Sub-Adviser will supervise perform certain of the day-to-day operations of the Portfolios and perform Fund which may include one or more of the following services: (i) act as investment adviser advisor for and manage the investment and reinvestment of those assets of the Portfolios Fund as Adviser may from time to time request and in connection therewith have complete discretion in purchasing and selling such securities and other assets for the Portfolios Fund and in voting, exercising consents and exercising all other rights appertaining to such securities and other assets on behalf of the PortfoliosFund; (ii) provide investment research and credit analysis concerning the Portfolios’ Fund’s investments; (iii) assist Adviser in determining what portion of the Portfolios’ Fund’s assets will be invested in cash and cash equivalents and money market instruments; (iv) place orders for all purchases and sales of the investments investments, other than short-term cash equivalents made for the PortfoliosFund; and (v) maintain the books and records as are required to support Fund operations (in conjunction with record-keeping and accounting functions performed by Adviser). At the request of Adviser, Sub-Adviser will also, subject to the oversight and supervision of Adviser and the direction and control of the Fund’s Board of TrusteesDirectors, provide to Adviser or the Fund any of the facilities and equipment and perform any of the services described in Section 4 2 of the Advisory Agreement. In addition, Sub-Adviser will keep the Fund and Adviser informed of developments materially affecting the Portfolios Fund and shall, on its own initiative, furnish to the Fund from time to time whatever information Sub-Adviser believes appropriate for this purpose. Sub-Adviser will periodically communicate to Adviser, at such times as Adviser may direct, information concerning the purchase and sale of securities for the PortfoliosFund, including (i) the name of the issuer, (ii) the amount of the purchase or sale, (iii) the name of the broker or dealer, if any, through which the purchase or sale will be effected, (iv) the CUSIP number of the instrument, if any, and (v) such other information as Adviser may reasonably require for purposes of fulfilling its obligations to the Fund under the Advisory Agreement. Sub-Adviser will provide the services rendered by it under this Agreement in accordance with each Portfoliothe Fund’s investment objective, policies and restrictions as stated in such Portfoliothe Fund’s prospectuses prospectus and statements statement of additional information (as currently in effect and as they may be amended or supplemented from time to time), and the resolutions of the Fund’s Board of TrusteesDirectors.

Services of Sub-Adviser. Subject to the succeeding provisions of this section and the oversight and supervision of Adviser and the Fund’s 's Board of Trustees, Sub-Sub- Adviser will supervise perform certain of the day-to-day operations of the Portfolios and perform Portfolio which may include one or more of the following services: (i) act as investment adviser advisor for and manage the investment and reinvestment of those assets of the Portfolios Portfolio as Adviser may from time to time request and in connection therewith have complete discretion in purchasing and selling such securities and other assets for the Portfolios Portfolio and in voting, exercising consents and exercising all other rights appertaining to such securities and other assets on behalf of the PortfoliosPortfolio; (ii) provide investment research and credit analysis concerning the Portfolios’ Portfolio's investments; (iii) assist Adviser in determining what portion of the Portfolios’ Portfolio's assets will be invested in cash and cash equivalents and money market instruments; (iv) place orders for all purchases and sales of the investments investments, other than short-term cash equivalents made for the PortfoliosPortfolio; and (v) maintain the books and records as are required to support Fund operations (in conjunction with record-record- keeping and accounting functions performed by Adviser). At the request of Adviser, Sub-Adviser will also, subject to the oversight and supervision of Adviser and the direction and control of the Fund’s 's Board of Trustees, provide to Adviser or the Fund any of the facilities and equipment and perform any of the services described in Section 4 of the Advisory Agreement. In addition, Sub-Adviser will keep the Fund and Adviser informed of developments materially affecting the Portfolios Portfolio and shall, on its own initiative, furnish to the Fund from time to time whatever information Sub-Adviser believes appropriate for this purpose. Sub-Adviser will periodically communicate to Adviser, at such times as Adviser may direct, information concerning the purchase and sale of securities for the PortfoliosPortfolio, including (i) the name of the issuer, (ii) the amount of the purchase or sale, (iii) the name of the broker or dealer, if any, through which the purchase or sale will be effected, (iv) the CUSIP number of the instrument, if any, and (v) such other information as Adviser may reasonably require for purposes of fulfilling its obligations to the Fund under the Advisory Agreement. Sub-Sub- Adviser will provide the services rendered by it under this Agreement in accordance with each the Portfolio’s 's investment objective, policies and restrictions as stated in such the Portfolio’s prospectuses 's prospectus and statements statement of additional information (as currently in effect and as they may be amended or supplemented from time to time), and the resolutions of the Fund’s 's Board of Trustees. III.

Services of Sub-Adviser. Subject to the oversight and supervision of Adviser and the Fund’s Board of Trustees, Sub-Adviser will supervise the certain day-to-day operations of the Portfolios each Portfolio and perform the following services: (i) act as investment adviser for and manage the investment and reinvestment of those assets of the Portfolios each Portfolio as Adviser may from time to time request and in connection therewith have complete discretion in purchasing and selling such securities and other assets for the Portfolios such Portfolio and in voting, exercising consents and exercising all other rights appertaining to such securities and other assets on behalf of the Portfoliossuch Portfolio; (ii) provide investment research and credit analysis concerning the Portfolios’ each Portfolio’s fixed-income investments; (iii) assist Adviser in determining what portion of the Portfolios’ a Portfolio’s assets will be invested in cash and cash equivalents and money market instruments; (iv) place orders for all purchases and sales of the investments fixed-income investments, other than short-term cash equivalents made for the Portfolioseach Portfolio; and (v) maintain the books and records as are required to support Fund operations (in conjunction with record-keeping and accounting functions performed by Adviser). At the request of Adviser, Sub-Adviser will also, subject to the oversight and supervision of Adviser and the direction and control of the Fund’s Board of Trustees, provide to Adviser or the Fund any of the facilities and equipment and perform any of the services described in Section 4 of the Advisory Agreement. In addition, Sub-Adviser will keep the Fund and Adviser informed of developments materially affecting the Portfolios each Portfolio and shall, on its own initiative, furnish to the Fund from time to time whatever information Sub-Adviser believes appropriate for this purpose. Sub-Adviser will periodically communicate to Adviser, at such times as Adviser may direct, information concerning the purchase and sale of securities for the Portfolioseach Portfolio, including (i) the name of the issuer, (ii) the amount of the purchase or sale, (iii) the name of the broker or dealer, if any, through which the purchase or sale will be effected, (iv) the CUSIP number of the instrument, if any, and (v) such other information as Adviser may reasonably require for purposes of fulfilling its obligations to the Fund under the Advisory Agreement. Sub-Adviser will provide the services rendered by it under this Agreement in accordance with each Portfolio’s investment objective, policies and restrictions as stated in such Portfolio’s prospectuses prospectus(es) and statements statement of additional information (as currently in effect and as they may be amended or supplemented from time to time), and the resolutions of the Fund’s Board of Trustees.

Services of Sub-Adviser. Subject to the succeeding provisions of this section, the oversight and supervision of Adviser and the direction and control of the Fund’s Board of Trustees, Sub-Adviser will supervise perform certain of the day-to-day operations of the Portfolios and perform Portfolio, which may include one or more of the following services: (i) act as investment adviser advisor for and manage the investment and reinvestment of those assets of the Portfolios Portfolio as Adviser may from time to time request and in connection therewith have complete discretion in purchasing and selling such securities and other assets for the Portfolios Portfolio and in voting, exercising consents and exercising all other rights appertaining to such securities and other assets on behalf of the PortfoliosPortfolio; (ii) provide investment research and credit analysis concerning the Portfolios’ Portfolio’s investments; (iii) assist Adviser in determining what portion of the Portfolios’ Portfolio’s assets will be invested in cash and cash equivalents and money market instruments; (iv) place orders for all purchases and sales of the investments investments, other than short-term cash equivalents made for the PortfoliosPortfolio; and (v) maintain the books and records as are required to support Fund Portfolio operations (in conjunction with record-keeping and accounting functions performed by Adviser). At the request of Adviser, Sub-Adviser will also, subject to the oversight and supervision of Adviser and the direction and control of the Fund’s Board of Trustees, provide to Adviser or the Fund any of the facilities and equipment and perform any of the services described in Section 4 of the Advisory Agreement. In addition, Sub-Adviser will keep the Fund and Adviser informed of developments materially affecting the Portfolios Portfolio and shall, on its own initiative, furnish to the Fund from time to time whatever information Sub-Adviser believes appropriate for this purpose. Sub-Adviser will periodically communicate to Adviser, at such times as Adviser may direct, information concerning the purchase and sale of securities for the PortfoliosPortfolio, including (i) the name of the issuer, (ii) the amount of the purchase or sale, (iii) the name of the broker or dealer, if any, through which the purchase or sale will be effected, (iv) the CUSIP number of the instrument, if any, and (v) such other information as Adviser may reasonably require for purposes of fulfilling its obligations to the Fund Portfolio under the Advisory Agreement. Sub-Adviser will provide the services rendered by it under this Agreement in accordance with each the Portfolio’s investment objective, policies and restrictions as stated in such the Portfolio’s prospectuses prospectus and statements statement of additional information (as currently in effect and as they may be amended or supplemented from time to time), and the resolutions of the Fund’s Board of Trustees.

Services of Sub-Adviser. Subject to the succeeding provisions of this section and the oversight and supervision of Adviser and the FundTrust’s Board of Trustees (the “Board of Trustees”), Sub-Adviser will supervise perform certain of the day-to-day operations of the Portfolios and perform Portfolio which may include one or more of the following services: (i) act as investment adviser for and manage the investment and reinvestment of those assets of the Portfolios Portfolio as Adviser may from time to time request and in connection therewith have complete discretion in purchasing and selling such securities and other assets for the Portfolios Portfolio and in voting, exercising consents and exercising all other rights appertaining to such securities and other assets on behalf of the PortfoliosPortfolio; (ii) provide investment research and credit analysis concerning the Portfolios’ Portfolio’s investments; (iii) assist Adviser in determining what portion of the Portfolios’ Portfolio’s assets will be invested in cash and cash equivalents and money market instruments; (iv) place orders for all purchases and sales of the investments investments, other than short-term cash equivalents made for the PortfoliosPortfolio; and (v) maintain the books and records as are required to support Fund Portfolio operations (in conjunction with record-keeping and accounting functions performed by Adviser). At the request of Adviser, Sub-Adviser will also, subject to the oversight and supervision of Adviser and the direction and control of the Fund’s Board of Trustees, provide to Adviser or the Fund any of the facilities and equipment and perform any of the services described in Section 4 2 of the Advisory Agreement. In addition, Sub-Adviser will keep the Fund and Adviser informed of developments materially affecting the Portfolios Portfolio and shall, on its own initiative, furnish to the Fund from time to time whatever information Sub-Adviser believes appropriate for this purpose. Sub-Adviser will periodically communicate to Adviser, at such times as Adviser may direct, information concerning the purchase and sale of securities for the PortfoliosPortfolio, including (i) the name of the issuer, (ii) the amount of the purchase or sale, (iii) the name of the broker or dealer, if any, through which the purchase or sale will be effected, (iv) the CUSIP number of the instrument, if any, and (v) such other information as Adviser may reasonably require for purposes of fulfilling its obligations to the Fund under the Advisory Agreement. Sub-Adviser will provide the services rendered by it under this Agreement in accordance with each the Portfolio’s investment objective, policies and restrictions as stated in such the Portfolio’s prospectuses prospectus and statements statement of additional information (as currently in effect and as they may be amended or supplemented from time to time), and the resolutions of the Fund’s Board of Trustees.

Services of Sub-Adviser. Subject to the oversight and supervision of Adviser and the Fund’s Board of Trustees, Sub-Adviser will supervise the day-to-day operations of the Portfolios and perform the following services: (i) act as investment adviser for and manage the investment and reinvestment of those assets of the Portfolios as Adviser may from time to time request and in connection therewith have complete discretion in purchasing and selling such securities and other assets for the Portfolios and in voting, exercising consents and exercising all other rights appertaining to such securities and other assets on behalf of the Portfolios; (ii) provide investment research and credit analysis concerning the Portfolios’ investments; (iii) assist Adviser in determining what portion of the Portfolios’ assets will be invested in cash and cash equivalents and money market instrumentsequivalents; (iv) place orders for all purchases and sales of the investments made for the Portfolios; and (v) maintain the books and records as are required to support Fund operations (in conjunction with record-keeping and accounting functions performed by Adviser). At the request of Adviser, Sub-Adviser will also, subject to the oversight and supervision of Adviser and the direction and control of the Fund’s Board of Trustees, provide to Adviser or the Fund any of the facilities and equipment and perform any of the services described in Section 4 of the Advisory Agreement. In addition, Sub-Adviser will keep the Fund and Adviser informed of developments materially affecting the Portfolios and shall, on its own initiative, furnish to the Fund from time to time whatever information Sub-Adviser believes appropriate for this purpose. Sub-Adviser will periodically communicate to Adviser, at such times as Adviser may direct, information concerning the purchase and sale of securities for the Portfolios, including (i) the name of the issuer, (ii) the amount of the purchase or sale, (iii) the name of the broker or dealer, if any, through which the purchase or sale will be effected, (iv) the CUSIP number of the instrument, if any, and (v) such other information as Adviser may reasonably require for purposes of fulfilling its obligations to the Fund under the Advisory Agreement. Sub-Adviser will provide the services rendered by it under this Agreement in accordance with each Portfolio’s investment objective, policies and restrictions as stated in such Portfolio’s prospectuses and statements of additional information (as currently in effect and as they may be amended or supplemented from time to time), and the resolutions of the Fund’s Board of Trustees.

Services of Sub-Adviser. Subject to the succeeding provision of this section, the oversight and supervision of Adviser and the Funddirection and control of the Trust’s Board of Trustees, Sub-Adviser will supervise perform certain of the day-to-day operations of the Portfolios and perform Fund, which may include one or more of the following services: (i) act as investment adviser advisor for and manage the investment and reinvestment of those assets of the Portfolios Fund as Adviser may from time to time request and in connection therewith have complete discretion in purchasing and selling such securities and other assets for the Portfolios Fund and in voting, exercising consents and exercising all other rights appertaining to such securities and other assets on behalf of the PortfoliosFund; (ii) provide investment research and credit analysis concerning the Portfolios’ Fund’s investments; (iii) assist Adviser in determining what portion of the Portfolios’ Fund’s assets will be invested in cash and cash equivalents and money market instruments; (iv) place orders for all purchases and sales of the investments investments, other than short-term cash equivalents made for the PortfoliosFund; and (v) maintain the books and records as are required to support Fund operations (in conjunction with record-keeping and accounting functions performed by Adviser). At the request of Adviser, Sub-Adviser will also, subject to the oversight and supervision of Adviser and the direction and control of the FundTrust’s Board of Trustees, provide to Adviser or the Fund Trust any of the facilities and equipment and perform any of the services described in Section 4 of the Advisory Agreement. In addition, Sub-Adviser will keep the Fund Trust and Adviser informed of developments materially affecting the Portfolios Fund and shall, on its own initiative, furnish to the Fund Trust from time to time whatever information Sub-Adviser believes appropriate for this purpose. Sub-Adviser will periodically communicate to Adviser, at such times as Adviser may direct, information concerning the purchase and sale of securities for the PortfoliosFund, including including: (i) the name of the issuer, ; (ii) the amount of the purchase or sale, ; (iii) the name of the broker or dealer, if any, through which the purchase or sale will be effected, ; (iv) the CUSIP number of the instrument, if any, ; and (v) such other information as Adviser may reasonably require for purposes of fulfilling its obligations to the Fund under the Advisory Agreement. Sub-Adviser will provide the services rendered by it under this Agreement in accordance with each Portfoliothe Fund’s investment objective, policies and restrictions as stated in such Portfoliothe Fund’s prospectuses and statements statement of additional information (as currently in effect and as they may be amended or supplemented from time to time), and the resolutions of the FundTrust’s Board of Trustees.

Services of Sub-Adviser. Subject to the succeeding provision of this section, the oversight and supervision of Adviser and the direction and control of the Fund’s 's Board of Trustees, Sub-Adviser will supervise perform certain of the day-to-day operations of the Portfolios and perform Portfolio which may include one or more of the following services: (i) act as investment adviser advisor for and manage the investment and reinvestment of those assets of the Portfolios Portfolio as Adviser may from time to time request and in connection therewith have complete discretion in purchasing and selling such securities and other assets for the Portfolios Portfolio and in voting, exercising consents and exercising all other rights appertaining to such securities and other assets on behalf of the PortfoliosPortfolio; (ii) provide investment research and credit analysis concerning the Portfolios’ Portfolio's fixed-income investments; (iii) assist Adviser in determining what portion of the Portfolios’ Portfolio's assets will be invested in cash and cash equivalents and money market instruments; (iv) place orders for all purchases and sales of the investments fixed-income investments, other than short-term cash equivalents made for the PortfoliosPortfolio; and (v) maintain the books and records as are required to support Fund operations (in conjunction with record-keeping and accounting functions performed by Adviser). At the request of Adviser, Sub-Adviser will also, subject to the oversight and supervision of Adviser and the direction and control of the Fund’s 's Board of Trustees, provide to Adviser or the Fund any of the facilities and equipment and perform any of the services described in Section 4 of the Advisory Agreement. In addition, Sub-Adviser will keep the Fund and Adviser informed of developments materially affecting the Portfolios Portfolio and shall, on its own initiative, furnish to the Fund from time to time whatever information Sub-Adviser believes appropriate for this purpose. Sub-Adviser will periodically communicate to Adviser, at such times as Adviser may direct, information concerning the purchase and sale of securities for the PortfoliosPortfolio, including (i) the name of the issuer, (ii) the amount of the purchase or sale, (iii) the name of the broker or dealer, if any, through which the purchase or sale will be effected, (iv) the CUSIP number of the instrument, if any, and (v) such other information as Adviser may reasonably require for purposes of fulfilling its obligations to the Fund under the Advisory Agreement. Sub-Adviser will provide the services rendered by it under this Agreement in accordance with each the Portfolio’s 's investment objective, policies and restrictions as stated in such the Portfolio’s prospectuses 's prospectus and statements statement of additional information (as currently in effect and as they may be amended or supplemented from time to time), and the resolutions of the Fund’s 's Board of Trustees. III.

Services of Sub-Adviser. Subject to the oversight and supervision of Adviser and the FundMaster LLC’s Board of TrusteesDirectors, Sub-Adviser will supervise the certain day-to-day operations of the Portfolios each Series and perform the following services: (i) act as investment adviser for and manage the investment and reinvestment of those assets of the Portfolios Series as Adviser may from time to time request and in connection therewith have complete discretion in purchasing and selling such securities and other assets for the Portfolios Series and in voting, exercising consents and exercising all other rights appertaining to such securities and other assets on behalf of the PortfoliosSeries; (ii) provide investment research and credit analysis concerning the PortfoliosSeries’ investments; (iii) assist Adviser in determining what portion of the PortfoliosSeries’ assets will be invested in cash and cash equivalents and money market instruments; (iv) place orders for all purchases and sales of the such investments made for the PortfoliosSeries; and (v) maintain the books and records as are required to support Fund Master LLC operations (in conjunction with record-keeping and accounting functions performed by Adviser). At the request of Adviser, Sub-Adviser will also, subject to the oversight and supervision of Adviser and the direction and control of the FundMaster LLC’s Board of TrusteesDirectors, provide to Adviser or the Fund Master LLC any of the facilities and equipment and perform any of the services described in Section 4 Sections 2 or 3 of the Advisory Agreement. In addition, Sub-Adviser will keep the Fund Master LLC and Adviser informed of developments materially affecting the Portfolios each Series and shall, on its own initiative, furnish to the Fund Master LLC from time to time whatever information Sub-Adviser believes appropriate for this purpose. Sub-Adviser will periodically communicate to Adviser, at such times as Adviser may direct, information concerning the purchase and sale of securities for the Portfolioseach Series, including (i) the name of the issuer, (ii) the amount of the purchase or sale, (iii) the name of the broker or dealer, if any, through which the purchase or sale will be effected, (iv) the CUSIP number of the instrument, if any, and (v) such other information as Adviser may reasonably require for purposes of fulfilling its obligations to the Fund Master LLC under the Advisory Agreement. Sub-Adviser will provide the services rendered by it under this Agreement in accordance with each Portfolio’s Series’ investment objective, policies and restrictions as stated in such Portfolio’s prospectuses the Series’ prospectus and statements statement of additional information (as currently in effect and as they may be amended or supplemented from time to time), and the resolutions of the FundMaster LLC’s Board of TrusteesDirectors.

Services of Sub-Adviser. Subject to the oversight and supervision of Adviser and the Fund’s Board of Trustees, Sub-Adviser will supervise the certain day-to-day operations of the Portfolios each Portfolio and perform the following services: (i) act as investment adviser for and manage the investment and reinvestment of those assets of the Portfolios Portfolio as Adviser may from time to time request and in connection therewith have complete discretion in purchasing and selling such securities and other assets for the Portfolios Portfolio and in voting, exercising consents and exercising all other rights appertaining to such securities and other assets on behalf of the PortfoliosPortfolio; (ii) provide investment research and credit analysis concerning the Portfolios’ Portfolio’s investments; (iii) assist Adviser in determining what portion of the Portfolios’ Portfolio’s assets will be invested in cash and cash equivalents and money market instruments; (iv) place orders for all purchases and sales of the such investments made for the PortfoliosPortfolio; and (v) maintain the books and records as are required to support Fund operations (in conjunction with record-keeping and accounting functions performed by Adviser). At the request of Adviser, Sub-Adviser will also, subject to the oversight and supervision of Adviser and the direction and control of the Fund’s Board of Trustees, provide to Adviser or the Fund any of the facilities and equipment and perform any of the services described in Section 4 of the Advisory Agreement. In addition, Sub-Adviser will keep the Fund and Adviser informed of developments materially affecting the Portfolios each Portfolio and shall, on its own initiative, furnish to the Fund from time to time whatever information Sub-Adviser believes appropriate for this purpose. Sub-Adviser will periodically communicate to Adviser, at such times as Adviser may direct, information concerning the purchase and sale of securities for the Portfolioseach Portfolio, including (i) the name of the issuer, (ii) the amount of the purchase or sale, (iii) the name of the broker or dealer, if any, through which the purchase or sale will be effected, (iv) the CUSIP number of the instrument, if any, and (v) such other information as Adviser may reasonably require for purposes of fulfilling its obligations to the Fund under the Advisory Agreement. Sub-Adviser will provide the services rendered by it under this Agreement in accordance with each Portfolio’s investment objective, policies and restrictions as stated in such the Portfolio’s prospectuses prospectus and statements statement of additional information (as currently in effect and as they may be amended or supplemented from time to time), and the resolutions of the Fund’s Board of Trustees.

Services of Sub-Adviser. Subject to the succeeding provisions of this section and the oversight and supervision of Adviser and the Fund’s 's Board of Trustees, Sub-Sub- Adviser will supervise perform certain of the day-to-day operations of the Portfolios and perform Portfolio which may include one or more of the following services: (i) act as investment adviser advisor for and manage the investment and reinvestment of those assets of the Portfolios Portfolio as Adviser may from time to time request and in connection therewith have complete discretion in purchasing and selling such securities and other assets for the Portfolios Portfolio and in voting, exercising consents and exercising all other rights appertaining to such securities and other assets on behalf of the PortfoliosPortfolio; (ii) provide investment research and credit analysis concerning the Portfolios’ Portfolio's fixed-income investments; (iii) assist Adviser in determining what portion of the Portfolios’ Portfolio's assets will be invested in cash and cash equivalents and money market instruments; (iv) place orders for all purchases and sales of the investments fixed-income investments, other than short-term cash equivalents made for the PortfoliosPortfolio; and (v) maintain the books and records as are required to support Fund operations (in conjunction with record-keeping and accounting functions performed by Adviser). At the request of Adviser, Sub-Adviser will also, subject to the oversight and supervision of Adviser and the direction and control of the Fund’s 's Board of Trustees, provide to Adviser or the Fund any of the facilities and equipment and perform any of the services described in Section 4 of the Advisory Agreement. In addition, Sub-Adviser will keep the Fund and Adviser informed of developments materially affecting the Portfolios Portfolio and shall, on its own initiative, furnish to the Fund from time to time whatever information Sub-Adviser believes appropriate for this purpose. Sub-Adviser will periodically communicate to Adviser, at such times as Adviser may direct, information concerning the purchase and sale of securities for the PortfoliosPortfolio, including (i) the name of the issuer, (ii) the amount of the purchase or sale, (iii) the name of the broker or dealer, if any, through which the purchase or sale will be effected, (iv) the CUSIP number of the instrument, if any, and (v) such other information as Adviser may reasonably require for purposes of fulfilling its obligations to the Fund under the Advisory Agreement. Sub-Sub- Adviser will provide the services rendered by it under this Agreement in accordance with each the Portfolio’s 's investment objective, policies and restrictions as stated in such the Portfolio’s prospectuses 's prospectus and statements statement of additional information (as currently in effect and as they may be amended or supplemented from time to time), and the resolutions of the Fund’s 's Board of Trustees. III.

Services of Sub-Adviser. Subject to the succeeding provisions of this section and the oversight and supervision of Adviser and the Corporation’s Board of Directors and the Fund’s Board of TrusteesDirectors, Sub-Adviser will supervise perform certain of the day-to-day operations of the Portfolios and perform Fund which may include one or more of the following services: (i) act as investment adviser advisor for and manage the investment and reinvestment of those assets of the Portfolios Fund as Adviser may from time to time request and in connection therewith have complete discretion in purchasing and selling such securities and other assets for the Portfolios Fund and in voting, exercising consents and exercising all other rights appertaining to such securities and other assets on behalf of the PortfoliosFund; (ii) provide investment research and credit analysis concerning the Portfolios’ Fund’s investments; (iii) assist Adviser in determining what portion of the Portfolios’ Fund’s assets will be invested in cash and cash equivalents and money market instruments; (iv) place orders for all purchases and sales of the investments investments, other than short-term cash equivalents made for the PortfoliosFund; and (v) maintain the books and records as are required to support Fund operations (in conjunction with record-record- keeping and accounting functions performed by Adviser). At the request of Adviser, Sub-Adviser will also, subject to the oversight and supervision of Adviser and the direction and control of the Corporation’s Board of Directors and the Fund’s Board of TrusteesDirectors, provide to Adviser or the Fund any of the facilities and equipment and perform any of the services described in Section 4 of the Advisory Agreement. In addition, Sub-Adviser will keep the Fund and Adviser informed of developments materially affecting the Portfolios Fund and shall, on its own initiative, furnish to the Fund from time to time whatever information Sub-Adviser believes appropriate for this purpose. Sub-Adviser will periodically communicate to Adviser, at such times as Adviser may direct, information concerning the purchase and sale of securities for the PortfoliosFund, including (i) the name of the issuer, (ii) the amount of the purchase or sale, (iii) the name of the broker or dealer, if any, through which the purchase or sale will be effected, (iv) the CUSIP number of the instrument, if any, and (v) such other information as Adviser may reasonably require for purposes of fulfilling its obligations to the Fund under the Advisory Agreement. Sub-Adviser will provide the services rendered by it under this Agreement in accordance with each Portfoliothe Fund’s investment objective, policies and restrictions as stated in such Portfolio’s prospectuses and statements of additional information (as currently in effect and as they may be amended or supplemented from time to time), ) as stated in the Series’ Prospectus and Statement of Additional Information and the resolutions of the Fund’s Board of TrusteesDirectors and the Corporation’s Board of Directors.

Services of Sub-Adviser. Subject to the succeeding provisions of this section and the oversight and supervision of Adviser and the Fund’s Board of TrusteesDirectors (the “Board of Directors”), Sub-Adviser will supervise perform certain of the day-to-day operations of the Portfolios and perform Fund which may include one or more of the following services: (i) act as investment adviser advisor for and manage the investment and reinvestment of those assets of the Portfolios Fund as Adviser may from time to time request and in connection therewith have complete discretion in purchasing and selling such securities and other assets for the Portfolios Fund and in voting, exercising consents and exercising all other rights appertaining to such securities and other assets on behalf of the PortfoliosFund; (ii) provide investment research and credit analysis concerning the Portfolios’ Fund’s investments; (iii) assist Adviser in determining what portion of the Portfolios’ Fund’s assets will be invested in cash and cash equivalents and money market instruments; (iv) place orders for all purchases and sales of the investments investments, other than short-term cash equivalents made for the PortfoliosFund; and (v) maintain the books and records as are required to support Fund operations (in conjunction with record-keeping and accounting functions performed by Adviser). At the request of Adviser, Sub-Adviser will also, subject to the oversight and supervision of Adviser and the direction and control of the Fund’s Board of TrusteesDirectors, provide to Adviser or the Fund any of the facilities and equipment and perform any of the services described in Section 4 Sections 2 and 3 of the Advisory Agreement. In addition, Sub-Adviser will keep the Fund and Adviser informed of developments materially affecting the Portfolios Fund and shall, on its own initiative, furnish to the Fund from time to time whatever information Sub-Adviser believes appropriate for this purpose. Sub-Adviser will periodically communicate to Adviser, at such times as Adviser may direct, information concerning the purchase and sale of securities for the PortfoliosFund, including (i) the name of the issuer, (ii) the amount of the purchase or sale, (iii) the name of the broker or dealer, if any, through which the purchase or sale will be effected, (iv) the CUSIP number of the instrument, if any, and (v) such other information as Adviser may reasonably require for purposes of fulfilling its obligations to the Fund under the Advisory Agreement. Sub-Adviser will provide the services rendered by it under this Agreement in accordance with each Portfoliothe Fund’s investment objective, policies and restrictions as stated in such Portfoliothe Fund’s prospectuses prospectus and statements statement of additional information (as currently in effect and as they may be amended or supplemented from time to time), and the resolutions of the Fund’s Board of TrusteesDirectors.

Services of Sub-Adviser. Subject to the succeeding provisions of this section and the oversight and supervision of Adviser and the Fund’s Board of Trustees, Sub-Adviser will supervise perform certain of the day-to-day operations of the Portfolios and perform Portfolio which may include one or more of the following services: (i) act as investment adviser advisor for and manage the investment and reinvestment of those assets of the Portfolios Portfolio as Adviser may from time to time request and in connection therewith have complete discretion in purchasing and selling such securities and other assets for the Portfolios Portfolio and in voting, exercising consents and exercising all other rights appertaining to such securities and other assets on behalf of the PortfoliosPortfolio; (ii) provide investment research and credit analysis concerning the Portfolios’ Portfolio’s fixed-income investments; (iii) assist Adviser in determining what portion of the Portfolios’ Portfolio’s assets will be invested in cash and cash equivalents and money market instruments; (iv) place orders for all purchases and sales of the investments fixed-income investments, other than short-term cash equivalents made for the PortfoliosPortfolio; and (v) maintain the books and records as are required to support Fund operations (in conjunction with record-record- keeping and accounting functions performed by Adviser). At the request of Adviser, Sub-Adviser will also, subject to the oversight and supervision of Adviser and the direction and control of the Fund’s Board of Trustees, provide to Adviser or the Fund any of the facilities and equipment and perform any of the services described in Section 4 of the Advisory Agreement. In addition, Sub-Adviser will keep the Fund and Adviser informed of developments materially affecting the Portfolios Portfolio and shall, on its own initiative, furnish to the Fund from time to time whatever information Sub-Adviser believes appropriate for this purpose. Sub-Adviser will periodically communicate to Adviser, at such times as Adviser may direct, information concerning the purchase and sale of securities for the PortfoliosPortfolio, including (i) the name of the issuer, (ii) the amount of the purchase or sale, (iii) the name of the broker or dealer, if any, through which the purchase or sale will be effected, (iv) the CUSIP number of the instrument, if any, and (v) such other information as Adviser may reasonably require for purposes of fulfilling its obligations to the Fund under the Advisory Agreement. Sub-Adviser will provide the services rendered by it under this Agreement in accordance with each the Portfolio’s investment objective, policies and restrictions as stated in such the Portfolio’s prospectuses prospectus and statements statement of additional information (as currently in effect and as they may be amended or supplemented from time to time), and the resolutions of the Fund’s Board of Trustees.

Services of Sub-Adviser. Subject to the oversight and supervision of Adviser and the Fund’s Board of Trustees, Sub-Adviser will supervise the certain day-to-day operations of the Portfolios Portfolio and perform the following services: (i) act as investment adviser for and manage the investment and reinvestment of those assets of the Portfolios as Adviser may from time to time request and in connection therewith have complete discretion in purchasing and selling such securities and other assets for the Portfolios and in voting, exercising consents and exercising all other rights appertaining to such securities and other assets on behalf of the Portfolios; (ii) provide investment research and credit analysis concerning the Portfolios’ Portfolio’s fixed-income investments; , other than short-term cash equivalents, (ii) conduct a continual program of investment of the Portfolio’s assets allocated to fixed-income investments, other than short-term cash equivalents, (iii) assist Adviser in determining what portion of the Portfolios’ assets will be invested in cash and cash equivalents and money market instruments; (iv) place orders for all purchases and sales of the fixed-income investments made for the Portfolios; Portfolio, other than short-term cash equivalents, and (viv) maintain the books and records as are required to support Fund operations (in conjunction with record-keeping and accounting functions performed by Adviser). At the request of Adviser, Sub-Adviser will also, subject to the oversight and supervision of Adviser and the direction and control of the Fund’s Board of Trustees, provide to Adviser or the Fund any of the facilities and equipment and perform any of the services described in Section 4 of the Advisory Agreement. In addition, Sub-Adviser will keep the Fund and Adviser informed of developments materially affecting the Portfolios Fund and shall, on its own initiative, furnish to the Fund from time to time whatever information Sub-Adviser believes appropriate for this purpose. Sub-Adviser will periodically communicate to Adviser, at such times as Adviser may direct, information concerning the on each day that a purchase and or sale of securities an instrument is effected for the Portfolios, including Portfolio (i) the name of the issuer, (ii) the amount of the purchase or sale, (iii) the name of the broker or dealer, if any, through which the purchase or sale will be effected, (iv) the CUSIP number of the instrument, if any, and (v) such other information as Adviser may reasonably require for purposes of fulfilling its obligations to the Fund under the Advisory Agreement. Sub-Adviser will provide the services rendered by it under this Agreement in accordance with each the Portfolio’s investment objectiveobjectives, policies and restrictions as stated in such the Portfolio’s prospectuses Prospectuses and statements Statements of additional information Additional Information (as currently in effect and as they may be amended or supplemented from time to time), and the resolutions of the Fund’s Board of Trustees.

Services of Sub-Adviser. Subject to the succeeding provisions of this section and the oversight and supervision of Adviser and the Fund’s Board of Trustees, Sub-Adviser will supervise perform certain of the day-to-day operations of the Portfolios and perform which may include one or more of the following services: (i) act as investment adviser advisor for and manage the investment and reinvestment of those assets of the Portfolios as Adviser may from time to time request and in connection therewith have complete discretion in purchasing and selling such securities and other assets for the Portfolios and in voting, exercising consents and exercising all other rights appertaining to such securities and other assets on behalf of the Portfolios; (ii) provide investment research and credit analysis concerning the Portfolios’ investments; (iii) assist Adviser in determining what portion of the Portfolios’ assets will be invested in cash and cash equivalents and money market instruments; (iv) place orders for all purchases and sales of the investments investments, other than short-term cash equivalents made for the Portfolios; and (v) maintain the books and records as are required to support Fund operations (in conjunction with record-record- keeping and accounting functions performed by Adviser). At the request of Adviser, Sub-Adviser will also, subject to the oversight and supervision of Adviser and the direction and control of the Fund’s Board of Trustees, provide to Adviser or the Fund any of the facilities and equipment and perform any of the services described in Section 4 6 of the Advisory Agreement. In addition, Sub-Adviser will keep the Fund and Adviser informed of developments materially affecting the Portfolios and shall, on its own initiative, furnish to the Fund from time to time whatever information Sub-Adviser believes appropriate for this purpose. Sub-Adviser will periodically communicate to Adviser, at such times as Adviser may direct, information concerning the purchase and sale of securities for the Portfolios, including (i) the name of the issuer, (ii) the amount of the purchase or sale, (iii) the name of the broker or dealer, if any, through which the purchase or sale will be effected, (iv) the CUSIP number of the instrument, if any, and (v) such other information as Adviser may reasonably require for purposes of fulfilling its obligations to the Fund under the Advisory Agreement. Sub-Adviser will provide the services rendered by it under this Agreement in accordance with each Portfolio’s investment objective, policies and restrictions as stated in such the Portfolio’s prospectuses prospectus and statements statement of additional information (as currently in effect and as they may be amended or supplemented from time to time), and the resolutions of the Fund’s Board of Trustees.

Services of Sub-Adviser. Subject to the succeeding provision of this section, the oversight and supervision of Adviser and the direction and control of the Fund’s Board of TrusteesDirectors, Sub-Adviser will supervise perform certain of the day-to-day operations of the Portfolios and perform Fund which may include one or more of the following services: (i) act as investment adviser advisor for and manage the investment and reinvestment of those assets of the Portfolios Fund as Adviser may from time to time request and in connection therewith have complete discretion in purchasing and selling such securities and other assets for the Portfolios Fund and in voting, exercising consents and exercising all other rights appertaining to such securities and other assets on behalf of the PortfoliosFund; (ii) provide investment research and credit analysis concerning the Portfolios’ Fund’s investments; (iii) assist Adviser in determining what portion of the Portfolios’ Fund’s assets will be invested in cash and cash equivalents and money market instruments; (iv) place orders for all purchases and sales of the investments investments, other than short-term cash equivalents made for the PortfoliosFund; and (v) maintain the books and records as are required to support Fund operations (in conjunction with record-keeping and accounting functions performed by Adviser). At the request of Adviser, Sub-Adviser will also, subject to the oversight and supervision of Adviser and the direction and control of the Fund’s Board of TrusteesDirectors, provide to Adviser or the Fund any of the facilities and equipment and perform any of the services described in Section 4 Sections 2 and 3 of the Advisory Agreement. In addition, Sub-Adviser will keep the Fund and Adviser informed of developments materially affecting the Portfolios Fund and shall, on its own initiative, furnish to the Fund from time to time whatever information Sub-Adviser believes appropriate for this purpose. Sub-Adviser will periodically communicate to Adviser, at such times as Adviser may direct, information concerning the purchase and sale of securities for the PortfoliosFund, including including: (i) the name of the issuer, ; (ii) the amount of the purchase or sale, ; (iii) the name of the broker or dealer, if any, through which the purchase or sale will be effected, ; (iv) the CUSIP number of the instrument, if any, ; and (v) such other information as Adviser may reasonably require for purposes of fulfilling its obligations to the Fund under the Advisory Agreement. Sub-Adviser will provide the services rendered by it under this Agreement in accordance with each Portfoliothe Fund’s investment objective, policies and restrictions as stated in such Portfoliothe Fund’s prospectuses prospectus and statements statement of additional information (as currently in effect and as they may be amended or supplemented from time to time), and the resolutions of the Fund’s Board of TrusteesDirectors.

Services of Sub-Adviser. Subject to the oversight and supervision of Adviser and the FundTrust’s Board of Trustees, Sub-Adviser will may supervise the day-to-day operations of the Portfolios all or a portion of each Fund and is authorized to perform the following services: (i) act as investment adviser for and manage the investment and reinvestment of those assets of the Portfolios as Adviser may from time to time request Fund and in connection therewith have complete discretion in purchasing and selling such securities and other assets for the Portfolios Fund and in voting, exercising consents and exercising all other rights appertaining to such securities and other assets on behalf of the PortfoliosFund; (ii) provide investment research and credit analysis concerning the Portfolios’ Fund’s investments; (iii) assist Adviser in determining what portion of the Portfolios’ Fund’s assets will be invested in cash and cash equivalents and money market instruments; (iv) place orders for all purchases and sales of the investments made for the PortfoliosFund; and (v) maintain the books and records as are required to support Fund Trust operations (in conjunction with record-keeping and accounting functions performed by Adviser); and (vi) enter into, make and perform all contracts, agreements and other undertakings as may in the opinion of Sub-Adviser be necessary or advisable or incidental to the carrying out of the investment advisory services. At the request of Adviser, Sub-Adviser will also, subject to the oversight and supervision of Adviser and the direction and control of the FundTrust’s Board of Trustees, provide to Adviser or the Fund any of the facilities and equipment and perform any of the services described in Section 4 of the Advisory Agreement. In addition, Sub-Adviser will keep the Fund and Adviser informed of developments materially affecting the Portfolios Fund and shall, on its own initiative, furnish to the Fund from time to time whatever information Sub-Adviser believes appropriate for this purpose. Sub-Adviser will periodically communicate to Adviser, at such times as Adviser may reasonably direct, information concerning the purchase and sale of securities for the PortfoliosFund, including (i) the name of the issuer, (ii) the amount of the purchase or sale, (iii) the name of the broker or dealer, if any, through which the purchase or sale will be effected, (iv) the CUSIP number of the instrument, if any, and (v) such other information as Adviser may reasonably require for purposes of fulfilling its obligations to the Fund Trust under the Advisory Agreement. Sub-Adviser will provide the services rendered by it under this Agreement in accordance with each Portfoliothe Fund’s investment objective, policies and restrictions as stated in such PortfolioFund’s prospectuses and statements of additional information (as currently in effect and as they may be amended or supplemented from time to time), and the resolutions of the FundTrust’s Board of Trustees.

Services of Sub-Adviser. Subject to the succeeding provision of this section, the oversight and supervision of Adviser and the direction and control of the Fund’s Board of Trustees, Sub-Adviser will supervise perform certain of the day-to-day operations of the Portfolios and perform Portfolio, which may include one or more of the following services: (i) act as investment adviser advisor for and manage the investment and reinvestment of those assets of the Portfolios Portfolio as Adviser may from time to time request and in connection therewith have complete discretion in purchasing and selling such securities and other assets for the Portfolios Portfolio and in voting, exercising consents and exercising all other rights appertaining to such securities and other assets on behalf of the PortfoliosPortfolio; (ii) provide investment research and credit analysis concerning the Portfolios’ Portfolio’s investments; (iii) assist Adviser in determining what portion of the Portfolios’ Portfolio’s assets will be invested in cash and cash equivalents and money market instruments; (iv) place orders for all purchases and sales of the investments investments, other than short-term cash equivalents made for the PortfoliosPortfolio; and (v) maintain the books and records as are required to support Fund Portfolio operations (in conjunction with record-keeping and accounting functions performed by Adviser). At the request of Adviser, Sub-Adviser will also, subject to the oversight and supervision of Adviser and the direction and control of the Fund’s Board of Trustees, provide to Adviser or the Fund any of the facilities and equipment and perform any of the services described in Section 4 of the Advisory Agreement. In addition, Sub-Adviser will keep the Fund and Adviser informed of developments materially affecting the Portfolios Portfolio and shall, on its own initiative, furnish to the Fund from time to time whatever information Sub-Adviser believes appropriate for this purpose. Sub-Adviser will periodically communicate to Adviser, at such times as Adviser may direct, information concerning the purchase and sale of securities for the PortfoliosPortfolio, including (i) the name of the issuer, (ii) the amount of the purchase or sale, (iii) the name of the broker or dealer, if any, through which the purchase or sale will be effected, (iv) the CUSIP number of the instrument, if any, and (v) such other information as Adviser may reasonably require for purposes of fulfilling its obligations to the Fund Portfolio under the Advisory Agreement. Sub-Adviser will provide the services rendered by it under this Agreement in accordance with each the Portfolio’s investment objective, policies and restrictions as stated in such the Portfolio’s prospectuses prospectus and statements statement of additional information (as currently in effect and as they may be amended or supplemented from time to time), and the resolutions of the Fund’s Board of Trustees.

Services of Sub-Adviser. Subject to the succeeding provisions of this section and the oversight and supervision of Adviser and the Fund’s Board of Trustees (the “Board of Trustees”), Sub-Adviser will supervise perform certain of the day-to-day operations of the Portfolios and perform Portfolio which may include one or more of the following services: (i) act as investment adviser advisor for and supervise and manage the investment and reinvestment of those assets of the Portfolios Portfolio as Adviser may from time to time request and in connection therewith have complete discretion in purchasing and selling such securities and other assets for the Portfolios Portfolio and in voting, exercising consents and exercising all other rights appertaining to such securities and other assets on behalf of the PortfoliosPortfolio; (ii) provide investment research and credit analysis concerning the Portfolios’ Portfolio’s investments; (iii) assist Adviser in determining what portion of the Portfolios’ Portfolio’s assets will be invested in cash and cash, cash equivalents and money market instruments; (iv) place orders for all purchases and sales of the investments made for the PortfoliosPortfolio; and (v) maintain the books and records as are required to support Fund operations (in conjunction with record-keeping and accounting functions performed by Adviser). At the request of Adviser, Sub-Adviser will also, subject to the oversight and supervision of Adviser and the direction and control of the Fund’s Board of Trustees, provide to Adviser or the Fund any of the facilities and equipment and perform any of the services described in Section 4 of the Advisory Agreement. In addition, Sub-Adviser will keep the Fund and Adviser informed of developments materially affecting the Portfolios Portfolio and shall, on its own initiative, furnish to the Fund from time to time whatever information Sub-Adviser believes appropriate for this purpose. Sub-Adviser will periodically communicate to Adviser, at such times as Adviser may direct, information concerning the purchase and sale of securities for the PortfoliosPortfolio, including (i) the name of the issuer, (ii) the amount of the purchase or sale, (iii) the name of the broker or dealer, if any, through which the purchase or sale will be effected, (iv) the CUSIP number of the instrument, if any, and (v) such other information as Adviser may reasonably require for purposes of fulfilling its obligations to the Fund under the Advisory Agreement. Sub-Adviser will provide the services rendered by it under this Agreement in accordance with each the Portfolio’s investment objective, policies and restrictions as stated in such the Portfolio’s prospectuses prospectus and statements statement of additional information (as currently in effect and as they may be amended or supplemented from time to time), and the resolutions of the Fund’s Board of Trustees.

Services of Sub-Adviser. Subject to the oversight and ----------------------- supervision of Adviser and the Fund’s 's Board of Trustees, Sub-Adviser will supervise the day-to-day operations of the Portfolios Portfolio and perform the following services: (i) act as investment adviser for and manage the investment and reinvestment of those assets of the Portfolios as Adviser may from time to time request and in connection therewith have complete discretion in purchasing and selling such securities and other assets for the Portfolios and in voting, exercising consents and exercising all other rights appertaining to such securities and other assets on behalf of the Portfolios; (ii) provide investment research and credit analysis concerning the Portfolios’ Portfolio's investments; , (ii) conduct a continual program of investment of the Portfolio's assets, (iii) assist Adviser in determining determine what portion of the Portfolios’ Portfolio's assets will be invested in cash and cash, cash equivalents and money market instruments; , (iv) place orders for all purchases and sales of the investments made for the Portfolios; Portfolio, and (v) maintain the books and records as are required to support Fund operations (in conjunction with record-keeping and accounting functions performed by Adviser). At the request of Adviser, Sub-Adviser will also, subject to the oversight and supervision of Adviser and the direction and control of the Fund’s Board of Trustees, provide to Adviser or the Fund any of the facilities and equipment and perform any of the services described in Section 4 of the Advisory Agreement. In addition, Sub-Adviser will keep the Fund and Adviser informed of developments materially affecting the Portfolios Fund and shall, on its own initiative, furnish to the Fund from time to time whatever information Sub-Adviser believes appropriate for this purpose. Sub-Adviser will periodically communicate to Adviser, at such times as Adviser may direct, information concerning the on each day that a purchase and or sale of securities an instrument is effected for the Portfolios, including Portfolio (i) the name of the issuer, (ii) the amount of the purchase or sale, (iii) the name of the broker or dealer, if any, through which the purchase or sale will be effected, (iv) the CUSIP number of the instrument, if any, and (v) such other information as Adviser may reasonably require for purposes of fulfilling its obligations to the Fund under the Advisory Agreement. Sub-Adviser will provide the services rendered by it under this Agreement in accordance with each the Portfolio’s 's investment objectiveobjectives, policies and restrictions as stated in such the Portfolio’s prospectuses 's Prospectuses and statements Statements of additional information Additional Information (as currently in effect and as they may be amended or supplemented from time to time), and the resolutions of the Fund’s 's Board of Trustees.

Services of Sub-Adviser. Subject to the succeeding provisions of this section and the oversight and supervision of Adviser and the FundCorporation’s Board of TrusteesDirectors (the “Board of Directors”), Sub-Adviser will supervise perform certain of the day-to-day operations of the Portfolios and perform Fund which may include one or more of the following services: (i) act as investment adviser advisor for and manage the investment and reinvestment of those assets of the Portfolios Fund as Adviser may from time to time request and in connection therewith have complete discretion in purchasing and selling such securities and other assets for the Portfolios Fund and in voting, exercising consents and exercising all other rights appertaining to such securities and other assets on behalf of the PortfoliosFund; (ii) provide investment research and credit analysis concerning the Portfolios’ Fund’s investments; (iii) assist Adviser in determining what portion of the Portfolios’ Fund’s assets will be invested in cash and cash equivalents and money market instruments; (iv) place orders for all purchases and sales of the investments investments, other than short-term cash equivalents made for the PortfoliosFund; and (v) maintain the books and records as are required to support Fund Corporation operations (in conjunction with record-keeping and accounting functions performed by Adviser). At the request of Adviser, Sub-Sub- Adviser will also, subject to the oversight and supervision of Adviser and the direction and control of the FundCorporation’s Board of TrusteesDirectors, provide to Adviser or the Fund Corporation any of the facilities and equipment and perform any of the services described in Section 4 of the Advisory Agreement. In addition, Sub-Adviser will keep the Fund Corporation and Adviser informed of developments materially affecting the Portfolios Fund and shall, on its own initiative, furnish to the Fund Corporation from time to time whatever information Sub-Adviser believes appropriate for this purpose. Sub-Adviser will periodically communicate to Adviser, at such times as Adviser may direct, information concerning the purchase and sale of securities for the PortfoliosFund, including (i) the name of the issuer, (ii) the amount of the purchase or sale, (iii) the name of the broker or dealer, if any, through which the purchase or sale will be effected, (iv) the CUSIP number of the instrument, if any, and (v) such other information as Adviser may reasonably require for purposes of fulfilling its obligations to the Fund Corporation under the Advisory Agreement. Sub-Adviser will provide the services rendered by it under this Agreement in accordance with each Portfoliothe Fund’s investment objective, policies and restrictions as stated in such Portfoliothe Fund’s prospectuses prospectus and statements statement of additional information (as currently in effect and as they may be amended or supplemented from time to time), and the resolutions of the FundCorporation’s Board of TrusteesDirectors.

Services of Sub-Adviser. Subject to the oversight and supervision of ----------------------- Adviser and the Fund’s Corporation's Board of TrusteesDirectors, Sub-Adviser will supervise the certain day-to-day operations of the Portfolios Fund and perform the following services: (i) act as investment adviser for and manage the investment and reinvestment of those assets of the Portfolios Fund as Adviser may from time to time request and in connection therewith have complete discretion in purchasing and selling such securities and other assets for the Portfolios Fund and in voting, exercising consents and exercising all other rights appertaining to such securities and other assets on behalf of the PortfoliosFund; (ii) provide investment research and credit analysis concerning the Portfolios’ Fund's investments; (iii) assist Adviser in determining what portion of the Portfolios’ Fund's assets will be invested in cash and cash equivalents and money market instruments; (iv) place orders for all purchases and sales of the such investments made for the PortfoliosFund; and (v) maintain the books and records as are required to support Fund Corporation operations (in conjunction with record-keeping and accounting functions performed by Adviser). At the request of Adviser, Sub-Adviser will also, subject to the oversight and supervision of Adviser and the direction and control of the Fund’s Corporation's Board of TrusteesDirectors, provide to Adviser or the Fund Corporation any of the facilities and equipment and perform any of the services described in Section 4 Sections 2 or 3 of the Advisory Agreement. In addition, Sub-Adviser will keep the Fund Corporation and Adviser informed of developments materially affecting the Portfolios Fund and shall, on its own initiative, furnish to the Fund Corporation from time to time whatever information Sub-Adviser believes appropriate for this purpose. Sub-Adviser will periodically communicate to Adviser, at such times as Adviser may direct, information concerning the purchase and sale of securities for the PortfoliosFund, including (i) the name of the issuer, (ii) the amount of the purchase or sale, (iii) the name of the broker or dealer, if any, through which the purchase or sale will be effected, (iv) the CUSIP number of the instrument, if any, and (v) such other information as Adviser may reasonably require for purposes of fulfilling its obligations to the Fund Corporation under the Advisory Agreement. Sub-Adviser will provide the services rendered by it under this Agreement in accordance with each Portfolio’s the Fund's investment objective, policies and restrictions as stated in such Portfolio’s prospectuses the Fund's prospectus and statements statement of additional information (as currently in effect and as they may be amended or supplemented from time to time), and the resolutions of the Fund’s Corporation's Board of TrusteesDirectors.

Services of Sub-Adviser. Subject to the succeeding provision of this section, the oversight and supervision of Adviser and the Funddirection and control of the Corporation’s Board of TrusteesDirectors, Sub-Adviser will supervise perform certain of the day-to-day operations of the Portfolios and perform Fund, which may include one or more of the following services: (i) act as investment adviser advisor for and manage the investment and reinvestment of those assets of the Portfolios Fund as Adviser may from time to time request and in connection therewith have complete discretion in purchasing and selling such securities and other assets for the Portfolios Fund and in voting, exercising consents and exercising all other rights appertaining to such securities and other assets on behalf of the PortfoliosFund; (ii) provide investment research and credit analysis concerning the Portfolios’ Fund’s investments; (iii) assist Adviser in determining what portion of the Portfolios’ Fund’s assets will be invested in cash and cash equivalents and money market instruments; (iv) place orders for all purchases and sales of the investments investments, other than short-term cash equivalents made for the PortfoliosFund; and (v) maintain the books and records as are required to support Fund operations (in conjunction with record-keeping and accounting functions performed by Adviser). At the request of Adviser, Sub-Adviser will also, subject to the oversight and supervision of Adviser and the direction and control of the FundCorporation’s Board of TrusteesDirectors, provide to Adviser or the Fund Corporation any of the facilities and equipment and perform any of the services described in Section 4 3 of the Advisory Agreement. In addition, Sub-Adviser will keep the Fund Corporation and Adviser informed of developments materially affecting the Portfolios Fund and shall, on its own initiative, furnish to the Fund Corporation from time to time whatever information Sub-Adviser believes appropriate for this purpose. Sub-Adviser will periodically communicate to AdviserAdviser , at such times as Adviser may direct, information concerning the purchase and sale of securities for the PortfoliosFund, including (i) the name of the issuer, (ii) the amount of the purchase or sale, (iii) the name of the broker or dealer, if any, through which the purchase or sale will be effected, (iv) the CUSIP number of the instrument, if any, and (v) such other information as Adviser may reasonably require for purposes of fulfilling its obligations to the Fund under the Advisory Agreement. Sub-Adviser will provide the services rendered by it under this Agreement in accordance with each Portfoliothe Fund’s investment objective, policies and restrictions as stated in such Portfoliothe Fund’s prospectuses prospectus and statements statement of additional information (as currently in effect and as they may be amended or supplemented from time to time), and the resolutions of the FundCorporation’s Board of TrusteesDirectors.

Services of Sub-Adviser. Subject to the succeeding provisions of this section and the oversight and supervision of Adviser and the FundTrust’s Board of Trustees (the “Board of Trustees”), Sub-Adviser will supervise perform certain of the day-to-day operations of the Portfolios and perform Portfolio which may include one or more of the following services: (i) act as investment adviser advisor for and supervise and manage the investment and reinvestment of those assets of the Portfolios Portfolio as Adviser may from time to time request and in connection therewith have complete discretion in purchasing and selling such securities and other assets for the Portfolios Portfolio and in voting, exercising consents and exercising all other rights appertaining to such securities and other assets on behalf of the PortfoliosPortfolio; (ii) provide investment research and credit analysis concerning the Portfolios’ Portfolio’s investments; (iii) assist Adviser in determining what portion of the Portfolios’ Portfolio’s assets will be invested in cash and cash, cash equivalents and money market instruments; (iv) place orders for all purchases and sales of the investments made for the PortfoliosPortfolio; and (v) maintain the books and records as are required to support Fund Portfolio operations (in conjunction with record-keeping and accounting functions performed by Adviser). At the request of Adviser, Sub-Adviser will also, subject to the oversight and supervision of Adviser and the direction and control of the Fund’s Board of Trustees, provide to Adviser or the Fund any of the facilities and equipment and perform any of the services described in Section 4 2 of the Advisory Agreement. In addition, Sub-Adviser will keep the Fund and Adviser informed of developments materially affecting the Portfolios Portfolio and shall, on its own initiative, furnish to the Fund from time to time whatever information Sub-Adviser believes appropriate for this purpose. Sub-Adviser will periodically communicate to Adviser, at such times as Adviser may direct, information concerning the purchase and sale of securities for the PortfoliosPortfolio, including (i) the name of the issuer, (ii) the amount of the purchase or sale, (iii) the name of the broker or dealer, if any, through which the purchase or sale will be effected, (iv) the CUSIP number of the instrument, if any, and (v) such other information as Adviser may reasonably require for purposes of fulfilling its obligations to the Fund under the Advisory Agreement. Sub-Adviser will provide the services rendered by it under this Agreement in accordance with each the Portfolio’s investment objective, policies and restrictions as stated in such the Portfolio’s prospectuses prospectus and statements statement of additional information (as currently in effect and as they may be amended or supplemented from time to time), and the resolutions of the Fund’s Board of Trustees.

Services of Sub-Adviser. Subject to the oversight and supervision of Adviser and the Fund’s Board of Trustees, Sub-Adviser will supervise the day-to-day operations of the Portfolios Portfolio and perform the following services: (i) act as investment adviser for and manage the investment and reinvestment of those assets of the Portfolios Portfolio as Adviser may from time to time request and in connection therewith have complete discretion in purchasing and selling such securities and other assets for the Portfolios Portfolio and in voting, exercising consents and exercising all other rights appertaining to such securities and other assets on behalf of the PortfoliosPortfolio; (ii) provide investment research and credit analysis concerning the Portfolios’ Portfolio’s investments; (iii) assist Adviser in determining what portion of the Portfolios’ Portfolio’s assets will be invested in cash and cash equivalents and money market instruments; (iv) place orders for all purchases and sales of the investments made for the PortfoliosPortfolio; and (v) maintain the books and records as are required to support Fund operations (in conjunction with record-keeping and accounting functions performed by Adviser). At the request of Adviser, Sub-Adviser will also, subject to the oversight and supervision of Adviser and the direction and control of the Fund’s Board of Trustees, provide to Adviser or the Fund any of the facilities and equipment and perform any of the services described in Section 4 of the Advisory Agreement. In addition, Sub-Adviser will keep the Fund and Adviser informed of developments materially affecting the Portfolios Portfolio and shall, on its own initiative, furnish to the Fund from time to time whatever information Sub-Adviser believes appropriate for this purpose. Sub-Adviser will periodically communicate to Adviser, at such times as Adviser may direct, information concerning the purchase and sale of securities for the PortfoliosPortfolio, including (i) the name of the issuer, (ii) the amount of the purchase or sale, (iii) the name of the broker or dealer, if any, through which the purchase or sale will be effected, (iv) the CUSIP number of the instrument, if any, and (v) such other information as Adviser may reasonably require for purposes of fulfilling its obligations to the Fund under the Advisory Agreement. Sub-Adviser will provide the services rendered by it under this Agreement in accordance with each the Portfolio’s investment objective, policies and restrictions as stated in such Portfolio’s prospectuses and statements of additional information (as currently in effect and as they may be amended or supplemented from time to time), and the resolutions of the Fund’s Board of Trustees. Sub-Adviser represents, warrants and covenants that it is authorized and regulated by the Financial Services Authority in the United Kingdom (the “FSA”) and has classified the Fund as an Intermediate Customer as defined by the FSA Rules.

Services of Sub-Adviser. Subject to the oversight and ----------------------- supervision of Adviser and the Fund’s 's Board of Trustees, Sub-Adviser will supervise the day-to-day operations of the Portfolios Portfolio and perform the following services: (i) act as investment adviser for and manage the investment and reinvestment of those assets of the Portfolios as Adviser may from time to time request and in connection therewith have complete discretion in purchasing and selling such securities and other assets for the Portfolios and in voting, exercising consents and exercising all other rights appertaining to such securities and other assets on behalf of the Portfolios; (ii) provide investment research and credit analysis concerning the Portfolios’ Portfolio's investments; , (ii) conduct a continual program of investment of the Portfolio's assets, (iii) assist Adviser in determining determine what portion of the Portfolios’ Portfolio's assets will be invested in cash and cash, cash equivalents and money market instruments; , (iv) place orders for all purchases and sales of the investments made for the Portfolios; Portfolio, and (v) maintain the books and records as are required to support Fund operations (in conjunction with record-keeping and accounting functions performed by Adviser). At the request of Adviser, Sub-Adviser will also, subject to the oversight and supervision of Adviser and the direction and control of the Fund’s Board of Trustees, provide to Adviser or the Fund any of the facilities and equipment and perform any of the services described in Section 4 of the Advisory Agreement. In addition, Sub-Adviser will keep the Fund and Adviser informed of developments materially affecting the Portfolios Fund and shall, on its own initiative, furnish to the Fund from time to time whatever information Sub-Sub- Adviser believes appropriate for this purpose. Sub-Adviser will periodically communicate to Adviser, at such times as Adviser may direct, information concerning the on each day that a purchase and or sale of securities an instrument is effected for the Portfolios, including Portfolio (i) the name of the issuer, (ii) the amount of the purchase or sale, (iii) the name of the broker or dealer, if any, through which the purchase or sale will be effected, (iv) the CUSIP number of the instrument, if any, and (v) such other information as Adviser may reasonably require for purposes of fulfilling its obligations to the Fund under the Advisory Agreement. Sub-Adviser will provide the services rendered by it under this Agreement in accordance with each the Portfolio’s 's investment objectiveobjectives, policies and restrictions as stated in such the Portfolio’s prospectuses 's Prospectuses and statements Statements of additional information Additional Information (as currently in effect and as they may be amended or supplemented from time to time), and the resolutions of the Fund’s 's Board of Trustees.

Services of Sub-Adviser. Subject to the oversight and supervision of Adviser and the Fund’s 's Board of Trustees, Sub-Sub- Adviser will supervise the day-to-day operations of the Portfolios and perform the following services: (i) act as investment adviser for and manage the investment and reinvestment of those assets of the Portfolios as Adviser may from time to time request and in connection therewith have complete discretion in purchasing and selling such securities and other assets for the Portfolios and in voting, exercising consents and exercising all other rights appertaining to such securities and other assets on behalf of the Portfolios; (ii) provide investment research and credit analysis concerning the Portfolios’ ' investments; (iii) assist Adviser in determining what portion of the Portfolios’ ' assets will be invested in cash and cash equivalents and money market instruments; (iv) place orders for all purchases and sales of the investments made for the Portfolios; and (v) maintain the books and records as are required to support Fund operations (in conjunction with record-keeping and accounting functions performed by Adviser). At the request of Adviser, Sub-Adviser will also, subject to the oversight and supervision of Adviser and the direction and control of the Fund’s 's Board of Trustees, provide to Adviser or the Fund any of the facilities and equipment and perform any of the services described in Section 4 of the Advisory Agreement. In addition, Sub-Adviser will keep the Fund and Adviser informed of developments materially affecting the Portfolios and shall, on its own initiative, furnish to the Fund from time to time whatever information Sub-Sub- Adviser believes appropriate for this purpose. Sub-Adviser will periodically communicate to Adviser, at such times as Adviser may direct, information concerning the purchase and sale of securities for the Portfolios, including (i) the name of the issuer, (ii) the amount of the purchase or sale, (iii) the name of the broker or dealer, if any, through which the purchase or sale will be effected, (iv) the CUSIP number of the instrument, if any, and (v) such other information as Adviser may reasonably require for purposes of fulfilling its obligations to the Fund under the Advisory Agreement. Sub-Adviser will provide the services rendered by it under this Agreement in accordance with each Portfolio’s 's investment objective, policies and restrictions as stated in such Portfolio’s 's prospectuses and statements of additional information (as currently in effect and as they may be amended or supplemented from time to time), and the resolutions of the Fund’s 's Board of Trustees.

Services of Sub-Adviser. Subject to the succeeding provisions of this section and the oversight and supervision of Adviser and the Fund’s 's Board of Trustees (the "Board of Trustees"), Sub-Adviser will supervise perform certain of the day-to-day operations of the Portfolios and perform Portfolio which may include one or more of the following services: (i) act as investment adviser advisor for and manage the investment and reinvestment of those assets of the Portfolios Portfolio as Adviser may from time to time request and in connection therewith have complete discretion in purchasing and selling such securities and other assets for the Portfolios Portfolio and in voting, exercising consents and exercising all other rights appertaining to such securities and other assets on behalf of the PortfoliosPortfolio; (ii) provide investment research and credit analysis concerning the Portfolios’ Portfolio's investments; (iii) assist Adviser in determining what portion of the Portfolios’ Portfolio's assets will be invested in cash and cash equivalents and money market instruments; (iv) place orders for all purchases and sales of the investments investments, other than short-term cash equivalents made for the PortfoliosPortfolio; and (v) maintain the books and records as are required to support Fund operations (in conjunction with record-record- keeping and accounting functions performed by Adviser). At the request of Adviser, Sub-Adviser will also, subject to the oversight and supervision of Adviser and the direction and control of the Fund’s 's Board of Trustees, provide to Adviser or the Fund any of the facilities and equipment and perform any of the services described in Section 4 of the Advisory Agreement. In addition, Sub-Adviser will keep the Fund and Adviser informed of developments materially affecting the Portfolios Portfolio and shall, on its own initiative, furnish to the Fund from time to time whatever information Sub-Adviser believes appropriate for this purpose. Sub-Adviser will periodically communicate to Adviser, at such times as Adviser may direct, information concerning the purchase and sale of securities for the PortfoliosPortfolio, including (i) the name of the issuer, (ii) the amount of the purchase or sale, (iii) the name of the broker or dealer, if any, through which the purchase or sale will be effected, (iv) the CUSIP number of the instrument, if any, and (v) such other information as Adviser may reasonably require for purposes of fulfilling its obligations to the Fund under the Advisory Agreement. Sub-Sub- Adviser will provide the services rendered by it under this Agreement in accordance with each the Portfolio’s 's investment objective, policies and restrictions as stated in such the Portfolio’s prospectuses 's prospectus and statements statement of additional information (as currently in effect and as they may be amended or supplemented from time to time), and the resolutions of the Fund’s 's Board of Trustees. 3.

Services of Sub-Adviser. Subject to the succeeding provision of this section, the oversight and supervision of Adviser and the direction and control of the Fund’s 's Board of Trustees, Sub-Adviser will supervise perform certain of the day-to-day operations of the Portfolios and perform Portfolio which may include one or more of the following services: (i) act as investment adviser advisor for and manage the investment and reinvestment of those assets of the Portfolios Portfolio as Adviser may from time to time request and in connection therewith have complete discretion in purchasing and selling such securities and other assets for the Portfolios Portfolio and in voting, exercising consents and exercising all other rights appertaining to such securities and other assets on behalf of the PortfoliosPortfolio; (ii) provide investment research and credit analysis concerning the Portfolios’ Portfolio's investments; (iii) assist Adviser in determining what portion of the Portfolios’ Portfolio's assets will be invested in cash and cash equivalents and money market instruments; (iv) place orders for all purchases and sales of the investments investments, other than short-term cash equivalents made for the PortfoliosPortfolio; and (v) maintain the books and records as are required to support Fund operations (in conjunction with record-keeping and accounting functions performed by Adviser). At the request of Adviser, Sub-Adviser will also, subject to the oversight and supervision of Adviser and the direction and control of the Fund’s 's Board of Trustees, provide to Adviser or the Fund any of the facilities and equipment and perform any of the services described in Section 4 of the Advisory Agreement. In addition, Sub-Adviser will keep the Fund and Adviser informed of developments materially affecting the Portfolios Portfolio and shall, on its own initiative, furnish to the Fund from time to time whatever information Sub-Adviser believes appropriate for this purpose. Sub-Adviser will periodically communicate to Adviser, at such times as Adviser may direct, information concerning the purchase and sale of securities for the PortfoliosPortfolio, including including: (i) the name of the issuer, ; (ii) the amount of the purchase or sale, ; (iii) the name of the broker or dealer, if any, through which the purchase or sale will be effected, ; (iv) the CUSIP number of the instrument, if any, ; and (v) such other information as Adviser may reasonably require for purposes of fulfilling its obligations to the Fund under the Advisory Agreement. Sub-Sub- Adviser will provide the services rendered by it under this Agreement in accordance with each the Portfolio’s 's investment objective, policies and restrictions as stated in such the Portfolio’s prospectuses 's prospectus and statements statement of additional information (as currently in effect and as they may be amended or supplemented from time to time), and the resolutions of the Fund’s 's Board of Trustees. 3.

Services of Sub-Adviser. Subject to the oversight and supervision of Adviser and the FundCorporation’s Board of TrusteesDirectors, Sub-Adviser will supervise the certain day-to-day operations of the Portfolios Fund and perform the following services: (i) act as investment adviser for and manage the investment and reinvestment of those assets of the Portfolios Fund as Adviser may from time to time request and in connection therewith have complete discretion in purchasing and selling such securities and other assets for the Portfolios Fund and in voting, exercising consents and exercising all other rights appertaining to such securities and other assets on behalf of the PortfoliosFund; (ii) provide investment research and credit analysis concerning the Portfolios’ Fund’s investments; (iii) assist Adviser in determining what portion of the Portfolios’ Fund’s assets will be invested in cash and cash equivalents and money market instruments; (iv) place orders for all purchases and sales of the such investments made for the PortfoliosFund; and (v) maintain the books and records as are required to support Fund Corporation operations (in conjunction with record-keeping and accounting functions performed by Adviser). At the request of Adviser, Sub-Adviser will also, subject to the oversight and supervision of Adviser and the direction and control of the FundCorporation’s Board of TrusteesDirectors, provide to Adviser or the Fund Corporation any of the facilities and equipment and perform any of the services described in Section 4 Sections 2 or 3 of the Advisory Agreement. In addition, Sub-Adviser will keep the Fund Corporation and Adviser informed of developments materially affecting the Portfolios Fund and shall, on its own initiative, furnish to the Fund Corporation from time to time whatever information Sub-Adviser believes appropriate for this purpose. Sub-Adviser will periodically communicate to Adviser, at such times as Adviser may direct, information concerning the purchase and sale of securities for the PortfoliosFund, including (i) the name of the issuer, (ii) the amount of the purchase or sale, (iii) the name of the broker or dealer, if any, through which the purchase or sale will be effected, (iv) the CUSIP number of the instrument, if any, and (v) such other information as Adviser may reasonably require for purposes of fulfilling its obligations to the Fund Corporation under the Advisory Agreement. Sub-Adviser will provide the services rendered by it under this Agreement in accordance with each Portfoliothe Fund’s investment objective, policies and restrictions as stated in such Portfoliothe Fund’s prospectuses prospectus and statements statement of additional information (as currently in effect and as they may be amended or supplemented from time to time), and the resolutions of the FundCorporation’s Board of TrusteesDirectors.

Services of Sub-Adviser. Subject to the succeeding provisions of this section and the oversight and supervision of Adviser and the FundTrust’s Board of Trustees (the “Board of Trustees”), Sub-Adviser will supervise perform certain of the day-to-day operations of the Portfolios and perform Fund, which may include one or more of the following services: (i) act as investment adviser advisor for and manage the investment and reinvestment of those assets of the Portfolios Fund as Adviser may from time to time request and in connection therewith have complete discretion in purchasing and selling such securities and other assets for the Portfolios Fund and in voting, exercising consents and exercising all other rights appertaining to such securities and other assets on behalf of the PortfoliosFund; (ii) provide investment research and credit analysis concerning the Portfolios’ Fund’s investments; (iii) assist Adviser in determining what portion of the Portfolios’ Fund’s assets will be invested in cash and cash equivalents and money market instruments; (iv) place orders for all purchases and sales of the investments investments, other than short-term cash equivalents made for the PortfoliosFund; and (v) maintain the books and records as are required to support Fund operations (in conjunction with record-keeping and accounting functions performed by Adviser). At the request of Adviser, Sub-Adviser will also, subject to the oversight and supervision of Adviser and the direction and control of the FundTrust’s Board of Trustees, provide to Adviser or the Fund Trust any of the facilities and equipment and perform any of the services described in Section 4 of the Advisory Agreement. In addition, Sub-Adviser will keep the Fund Trust and Adviser informed of developments materially affecting the Portfolios Fund and shall, on its own initiative, furnish to the Fund from time to time whatever information Sub-Adviser believes appropriate for this purpose. Sub-Adviser will periodically communicate to Adviser, at such times as Adviser may direct, information concerning the purchase and sale of securities for the PortfoliosFund, including (i) the name of the issuer, (ii) the amount of the purchase or sale, (iii) the name of the broker or dealer, if any, through which the purchase or sale will be effected, (iv) the CUSIP number of the instrument, if any, and (v) such other information as Adviser may reasonably require for purposes of fulfilling its obligations to the Fund Trust under the Advisory Agreement. Sub-Adviser will provide the services rendered by it under this Agreement in accordance with each Portfoliothe Fund’s investment objective, policies and restrictions as stated in such Portfoliothe Fund’s prospectuses and statements statement of additional information (as currently in effect and as they may be amended or supplemented from time to time), and the resolutions of the FundTrust’s Board of Trustees.

Services of Sub-Adviser. Subject to the succeeding provisions of this section and the oversight and supervision of Adviser and the FundTrust’s Board of Trustees (the “Board of Trustees”), Sub-Adviser will supervise perform certain of the day-to-day operations of the Portfolios and perform Fund which may include one or more of the following services: (i) act as investment adviser advisor for and manage the investment and reinvestment of those assets of the Portfolios Fund as Adviser may from time to time request and in connection therewith have complete discretion in purchasing and selling such securities and other assets for the Portfolios Fund and in voting, exercising consents and exercising all other rights appertaining to such securities and other assets on behalf of the PortfoliosFund; (ii) provide investment research and credit analysis concerning the Portfolios’ Fund’s investments; (iii) assist Adviser in determining what portion of the Portfolios’ Fund’s assets will be invested in cash and cash equivalents and money market instruments; (iv) place orders for all purchases and sales of the investments investments, other than short-term cash equivalents made for the PortfoliosFund; and (v) maintain the books and records as are required to support Fund Trust operations (in conjunction with record-keeping and accounting functions performed by Adviser). At the request of Adviser, Sub-Adviser will also, subject to the oversight and supervision of Adviser and the direction and control of the FundTrust’s Board of Trustees, provide to Adviser or the Fund Trust any of the facilities and equipment and perform any of the services described in Section 4 of the Advisory Agreement. In addition, Sub-Adviser will keep the Fund Trust and Adviser informed of developments materially affecting the Portfolios Fund and shall, on its own initiative, furnish to the Fund Trust from time to time whatever information Sub-Adviser believes appropriate for this purpose. Sub-Adviser will periodically communicate to Adviser, at such times as Adviser may direct, information concerning the purchase and sale of securities for the PortfoliosFund, including (i) the name of the issuer, (ii) the amount of the purchase or sale, (iii) the name of the broker or dealer, if any, through which the purchase or sale will be effected, (iv) the CUSIP number of the instrument, if any, and (v) such other information as Adviser may reasonably require for purposes of fulfilling its obligations to the Fund Trust under the Advisory Agreement. Sub-Adviser will provide the services rendered by it under this Agreement in accordance with each Portfoliothe Fund’s investment objective, policies and restrictions as stated in such Portfoliothe Fund’s prospectuses prospectus and statements statement of additional information (as currently in effect and as they may be amended or supplemented from time to time), and the resolutions of the FundTrust’s Board of Trustees.

Services of Sub-Adviser. Subject to the oversight and supervision of Adviser and the Fund’s 's Board of Trustees, Sub-Adviser will supervise the day-to-day operations of the Portfolios Portfolio and perform the following services: (i) act as investment adviser for and manage the investment and reinvestment of those assets of the Portfolios Portfolio as Adviser may from time to time request and in connection therewith have complete discretion in purchasing and selling such securities and other assets for the Portfolios Portfolio and in voting, exercising consents and exercising all other rights appertaining to such securities and other assets on behalf of the PortfoliosPortfolio; (ii) provide investment research and credit analysis concerning the Portfolios’ Portfolio's investments; (iii) assist Adviser in determining what portion of the Portfolios’ Portfolio's assets will be invested in cash and cash equivalents and money market instruments; (iv) place orders for all purchases and sales of the investments made for the PortfoliosPortfolio; and (v) maintain the books and records as are required to support Fund operations (in conjunction with record-keeping and accounting functions performed by Adviser). At the request of Adviser, Sub-Adviser will also, subject to the oversight and supervision of Adviser and the direction and control of the Fund’s 's Board of Trustees, provide to Adviser or the Fund any of the facilities and equipment and perform any of the services described in Section 4 of the Advisory Agreement. In addition, Sub-Adviser will keep the Fund and Adviser informed of developments materially affecting the Portfolios Portfolio and shall, on its own initiative, furnish to the Fund from time to time whatever information Sub-Adviser believes appropriate for this purpose. Sub-Adviser will periodically communicate to Adviser, at such times as Adviser may direct, information concerning the purchase and sale of securities for the PortfoliosPortfolio, including (i) the name of the issuer, (ii) the amount of the purchase or sale, (iii) the name of the broker or dealer, if any, through which the purchase or sale will be effected, (iv) the CUSIP number of the instrument, if any, and (v) such other information as Adviser may reasonably require for purposes of fulfilling its obligations to the Fund under the Advisory Agreement. Sub-Adviser will provide the services rendered by it under this Agreement in accordance with each the Portfolio’s 's investment objective, policies and restrictions as stated in such the Portfolio’s 's prospectuses and statements of additional information (as currently in effect and as they may be amended or supplemented from time to time), and the resolutions of the Fund’s 's Board of Trustees.

Services of Sub-Adviser. Subject to the succeeding provision of this section, the oversight and supervision of Adviser and the direction and control of the Fund’s Board of Trustees, Sub-Adviser will supervise perform certain of the day-to-day operations of the Portfolios and perform which may include one or more of the following services: (i) act as investment adviser advisor for and manage the investment and reinvestment of those assets of the Portfolios as Adviser may from time to time request and in connection therewith have complete discretion in purchasing and selling such securities and other assets for the Portfolios and in voting, exercising consents and exercising all other rights appertaining to such securities and other assets on behalf of the Portfolios; (ii) provide investment research and credit analysis concerning the Portfolios’ each Portfolio’s fixed-income investments; (iii) assist Adviser in determining what portion of the Portfolios’ each Portfolio’s assets will be invested in cash and cash equivalents and money market instruments; (iv) place orders for all purchases and sales of the investments fixed-income investments, other than short-term cash equivalents made for the Portfolios; and (v) maintain the books and records as are required to support Fund operations (in conjunction with record-keeping and accounting functions performed by Adviser). At the request of Adviser, Sub-Adviser will also, subject to the oversight and supervision of Adviser and the direction and control of the Fund’s Board of Trustees, provide to Adviser or the Fund any of the facilities and equipment and perform any of the services described in Section 4 of the Advisory Agreement. In addition, Sub-Adviser will keep the Fund and Adviser informed of developments materially affecting the Portfolios and shall, on its own initiative, furnish to the Fund from time to time whatever information Sub-Adviser believes appropriate for this purpose. Sub-Adviser will periodically communicate to Adviser, at such times as Adviser may direct, information concerning the purchase and sale of securities for the Portfolios, including (i) the name of the issuer, (ii) the amount of the purchase or sale, (iii) the name of the broker or dealer, if any, through which the purchase or sale will be effected, (iv) the CUSIP number of the instrument, if any, and (v) such other information as Adviser may reasonably require for purposes of fulfilling its obligations to the Fund under the Advisory Agreement. Sub-Adviser will provide the services rendered by it under this Agreement in accordance with each Portfolio’s investment objective, policies and restrictions as stated in such the Portfolio’s prospectuses and statements of additional information (as currently in effect and as they may be amended or supplemented from time to time), and the resolutions of the Fund’s Board of Trustees.

Services of Sub-Adviser. Subject to the oversight and supervision of Adviser and the Fund’s Board of Trustees, Sub-Adviser will supervise the certain day-to-day operations of the Portfolios and perform the following services: (i) act as investment adviser for and manage the investment and reinvestment of those assets of the Portfolios as Adviser may from time to time request and in connection therewith have complete discretion in purchasing and selling such securities and other assets for the Portfolios and in voting, exercising consents and exercising all other rights appertaining to such securities and other assets on behalf of the Portfolios; (ii) provide investment research and credit analysis concerning the Portfolios’ fixed-income investments; (iii) assist Adviser in determining what portion of the Portfolios’ assets will be invested in cash and cash equivalents and money market instruments; (iv) place orders for all purchases and sales of the investments fixed-income investments, other than short-term cash equivalents made for the Portfolios; and (v) maintain the books and records as are required to support Fund operations (in conjunction with record-keeping and accounting functions performed by Adviser). At the request of Adviser, Sub-Adviser will also, subject to the oversight and supervision of Adviser and the direction and control of the Fund’s Board of Trustees, provide to Adviser or the Fund any of the facilities and equipment and perform any of the services described in Section 4 of the Advisory Agreement. In addition, Sub-Adviser will keep the Fund and Adviser informed of developments materially affecting the Portfolios and shall, on its own initiative, furnish to the Fund from time to time whatever information Sub-Adviser believes appropriate for this purpose. Sub-Adviser will periodically communicate to Adviser, at such times as Adviser may direct, information concerning the purchase and sale of securities for the Portfolios, including (i) the name of the issuer, (ii) the amount of the purchase or sale, (iii) the name of the broker or dealer, if any, through which the purchase or sale will be effected, (iv) the CUSIP number of the instrument, if any, and (v) such other information as Adviser may reasonably require for purposes of fulfilling its obligations to the Fund under the Advisory Agreement. Sub-Adviser will provide the services rendered by it under this Agreement in accordance with each Portfolio’s investment objective, policies and restrictions as stated in such Portfolio’s prospectuses and statements of additional information (as currently in effect and as they may be amended or supplemented from time to time), and the resolutions of the Fund’s Board of Trustees.

Services of Sub-Adviser. Subject to the oversight and supervision of Adviser and the Fund’s Board of Directors and the Trust’s Board of Trustees, Sub-Adviser will supervise the day-to-day operations of the Portfolios Fund and perform the following services: (i) act as investment adviser for and manage the investment and reinvestment of those assets of the Portfolios Fund as Adviser may from time to time request and in connection therewith have complete discretion in purchasing and selling such securities and other assets for the Portfolios Fund and in voting, exercising consents and exercising all other rights appertaining to such securities and other assets on behalf of the PortfoliosFund; (ii) provide investment research and credit analysis concerning the Portfolios’ Fund’s investments; (iii) assist Adviser in determining what portion of the Portfolios’ Fund’s assets will be invested in cash and cash equivalents and money market instruments; (iv) place orders for all purchases and sales of the investments made for the PortfoliosFund; and (v) maintain the books and records as are required to support Fund operations (in conjunction with record-keeping and accounting functions performed by Adviser). At the request of Adviser, Sub-Adviser will also, subject to the oversight and supervision of Adviser and the direction and control of the Fund’s Board of Directors and the Trust’s Board of Trustees, provide to Adviser or the Fund any of the facilities and equipment and perform any of the services described in Section 4 of the Advisory Agreement. In addition, Sub-Adviser will keep the Fund and Adviser informed of developments materially affecting the Portfolios Fund and shall, on its own initiative, furnish to the Fund from time to time whatever information Sub-Adviser believes appropriate for this purpose. Sub-Adviser will periodically communicate to Adviser, at such times as Adviser may direct, information concerning the purchase and sale of securities for the PortfoliosFund, including (i) the name of the issuer, (ii) the amount of the purchase or sale, (iii) the name of the broker or dealer, if any, through which the purchase or sale will be effected, (iv) the CUSIP number of the instrument, if any, and (v) such other information as Adviser may reasonably require for purposes of fulfilling its obligations to the Fund under the Advisory Agreement. Sub-Adviser will provide the services rendered by it under this Agreement in accordance with each Portfolio’s the Series’ investment objective, policies and restrictions as stated in such Portfolio’s the Series’ prospectuses and statements of additional information (as currently in effect and as they may be amended or supplemented from time to time), and the resolutions of the Fund’s Board of Directors or the Trust’s Board of Trustees.

Services of Sub-Adviser. Subject to the succeeding provisions of this section and the oversight and supervision of Adviser and the Fund’s Board of Trustees, Sub-Adviser will supervise perform certain of the day-to-day operations of the Portfolios and perform which may include one or more of the following services: (i) act as investment adviser advisor for and manage the investment and reinvestment of those assets of the Portfolios as Adviser may from time to time request and in connection therewith have complete discretion in purchasing and selling such securities and other assets for the Portfolios and in voting, exercising consents and exercising all other rights appertaining to such securities and other assets on behalf of the Portfolios; (ii) provide investment research and credit analysis concerning the Portfolios’ investments; (iii) assist Adviser in determining what portion of the Portfolios’ assets will be invested in cash and cash equivalents and money market instruments; (iv) place orders for all purchases and sales of the investments investments, other than short-term cash equivalents made for the Portfolios; and (v) maintain the books and records as are required to support Fund operations (in conjunction with record-record- keeping and accounting functions performed by Adviser). At the request of Adviser, Sub-Adviser will also, subject to the oversight and supervision of Adviser and the direction and control of the Fund’s Board of Trustees, provide to Adviser or the Fund any of the facilities and equipment and perform any of the services described in Section 4 of the Advisory Agreement. In addition, Sub-Adviser will keep the Fund and Adviser informed of developments materially affecting the Portfolios and shall, on its own initiative, furnish to the Fund from time to time whatever information Sub-Adviser believes appropriate for this purpose. Sub-Adviser will periodically communicate to Adviser, at such times as Adviser may direct, information concerning the purchase and sale of securities for the Portfolios, including (i) the name of the issuer, (ii) the amount of the purchase or sale, (iii) the name of the broker or dealer, if any, through which the purchase or sale will be effected, (iv) the CUSIP number of the instrument, if any, and (v) such other information as Adviser may reasonably require for purposes of fulfilling its obligations to the Fund under the Advisory Agreement. Sub-Adviser will provide the services rendered by it under this Agreement in accordance with each Portfolio’s investment objective, policies and restrictions as stated in such the Portfolio’s prospectuses prospectus and statements statement of additional information (as currently in effect and as they may be amended or supplemented from time to time), and the resolutions of the Fund’s Board of Trustees.