Common use of Sub-Adviser Clause in Contracts

Sub-Adviser. Services Subject always to the supervision of the Fund’s Board of Trustees (“Board of Trustees” or “Trustees”) and Adviser, Sub-Adviser will furnish an investment program in respect of, and make investment decisions for, such portion of the assets of each Fund Portfolio as Adviser shall from time to time designate (each a “Portfolio Segment”) and place all orders for the purchase and sale of securities on behalf of each Portfolio Segment. In the performance of its duties, Sub-Adviser will satisfy its fiduciary duties to the Fund and each Fund Portfolio and will monitor a Portfolio Segment’s investments, and will comply with the provisions of the Fund’s Declaration of Trust and By-laws, as amended from time to time, and the stated investment objectives, policies and restrictions of each Fund Portfolio as set forth in the prospectus and Statement of Additional Information for each Fund Portfolio, as amended from time to time, as well as any other objectives, policies or limitations as may be provided by Adviser to Sub-Adviser in writing from time to time. Sub-Adviser will provide reports at least quarterly to the Board of Trustees and to Adviser. Sub-Adviser will make its officers and employees available to Adviser and the Board of Trustees from time to time at reasonable times to review investment policies of each Fund Portfolio with respect to each Portfolio Segment and to consult with Adviser regarding the investment affairs of each Portfolio Segment. Sub-Adviser agrees that it: (a) will conform with all applicable provisions of the 1940 Act and rules and regulations of the Securities and Exchange Commission in all material respects and in addition will conduct its activities under this Agreement in accordance with any applicable laws and regulations of any governmental authority pertaining to its investment advisory activities, including all portfolio diversification requirements necessary for each Portfolio Segment to comply with subchapter M and Section 817(h) of the Internal Revenue Code as if each were a regulated investment company thereunder; (b) to the extent authorized by Adviser in writing, and to the extent permitted by law, will execute purchases and sales of portfolio securities and other investments for each Portfolio Segment through brokers or dealers designated by management of the Fund to Adviser for the purpose of providing direct benefits to the Fund, provided that Sub-Adviser determines that such brokers or dealers will provide best execution in view of all appropriate factors, and is hereby authorized as the agent of the Fund to give instructions to the Fund’s custodian as to deliveries of securities or other investments and payments of cash of each Portfolio Segment to such brokers or dealers for the account of the relevant Fund Portfolio. Adviser and the Fund understand that the brokerage commissions or transaction costs in such transactions may be higher than those which the Sub-Adviser could obtain from another broker or dealer, in order to obtain such benefits for the Fund. (c) is authorized to and will select all other brokers or dealers that will execute the purchases and sales of portfolio securities for each Portfolio Segment and is hereby authorized as the agent of the Fund to give instructions to the Fund’s custodian as to deliveries of securities or other investments and payments of cash of each Portfolio Segment for the account of each Fund Portfolio. In making such selection, Sub-Adviser is directed endeavor to use its best efforts to obtain best execution, which includes most favorable net results and execution of a Portfolio Segment’s orders, taking into account all appropriate factors, including price, dealer spread or commission, size and difficulty of the transaction and research or other services provided. With respect to transactions under sub-paragraph (c) or this sub-paragraph (d), it is understood that Sub-Adviser will not be deemed to have acted unlawfully, or to have breached a fiduciary duty to the Fund or in respect of any Fund Portfolio, or be in breach of any obligation owing to the Fund or in respect of any Fund Portfolio under this Agreement, or otherwise, solely by reason of its having caused a Fund Portfolio to pay a member of a securities exchange, a broker or a dealer a commission for effecting a securities transaction of a Fund Portfolio in excess of the amount of commission another member of an exchange, broker or dealer would have charged if Sub-Adviser determined in good faith that the commission paid was reasonable in relation to the brokerage and research services provided by such member, broker, or dealer, viewed in terms of that particular transaction or Sub-Adviser’s overall responsibilities with respect to its accounts, including the Fund, as to which it exercises investment discretion; (d) is authorized to consider for investment by each Portfolio Segment securities that may also be appropriate for other funds and/or clients served by Sub-Adviser. To assure fair treatment of each Portfolio Segment and all other clients of Sub-Adviser in situations in which two or more clients’ accounts participate simultaneously in a buy or sell program involving the same security, such transactions will be allocated among each Portfolio Segment and other clients in a manner deemed equitable by Sub-Adviser. Sub-Adviser is authorized to aggregate purchase and sale orders for securities held (or to be held) in each Portfolio Segment with similar orders being made on the same day for other client accounts or portfolios managed by Sub-Adviser. When an order is so aggregated, the actual prices applicable to the aggregated transaction will be averaged and each Portfolio Segment and each other account or portfolio participating in the aggregated transaction will be treated as having purchased or sold its portion of the securities at such average price, and all transaction costs incurred in effecting the aggregated transaction will be shared on a pro-rata basis among the accounts or portfolios (including each Portfolio Segment) participating in the transaction. Adviser and the Fund understand that Sub-Adviser may not be able to aggregate transactions through brokers or dealers designated by Adviser with transactions through brokers or dealers selected by Sub-Adviser, in which event the prices paid or received by each Portfolio Segment will not be so averaged and may be higher or lower than those paid or received by other accounts or portfolios of Sub-Adviser.; (e) will report regularly to Adviser and to the Board of Trustees and will make appropriate persons available for the purpose of reviewing with representatives of Adviser and the Board of Trustees on a regular basis at reasonable times the management of each Portfolio Segment, including without limitation, review of the general investment strategies of each Portfolio Segment, the performance of each Portfolio Segment in relation to standard industry indices, interest rate considerations and general conditions affecting the marketplace, and will provide various other reports from time to time as reasonably requested by Adviser; (f) will be required to provide portfolio reports to the Adviser and the Fund’s Board of Trustees on a quarterly basis including but not limited to the following data items: market review and outlook, portfolio specific commentary, portfolio composition data, portfolio allocation, portfolio performance versus the index, portfolio characteristic data (ie, price/earnings price/book, dividend yield), sector allocation, sector performance, audited portfolio holdings and portfolio purchases and sales. (g) will vote all proxies with respect to securities in each Portfolio Segment in accordance with the policies, procedures and guidelines Sub-Adviser may establish from time to time, without any required consultation with Adviser or the Fund’s Board of Trustees and without any required notice to Adviser or the Fund’s Board of Trustees in advance of or subsequent to any action taken with respect to the voting of proxies. Sub-adviser will not take any action or render any advice with respect to any assets held in the Fund Portfolios that are named in or subject to any legal action, including a class action; and (h) will act upon reasonable instructions from Adviser which, in the reasonable determination of Sub-Adviser, are not inconsistent with Sub-Adviser’s fiduciary duties under this Agreement.

Sub-Adviser. Services Subject always to the supervision of the Fund’s Board of Trustees (“Board of Trustees” or “Trustees”) and Adviser, The Sub-Adviser will furnish an Adviser's power to direct the investment program in respect of, and make investment decisions for, such portion reinvestment of the assets of each Fund the Portfolio as Adviser shall from time to time designate (each a “Portfolio Segment”) and place all orders for be exercised in accordance with applicable law, the purchase and sale Company's Articles of securities on behalf of each Portfolio Segment. In the performance of its duties, Sub-Adviser will satisfy its fiduciary duties to the Fund and each Fund Portfolio and will monitor a Portfolio Segment’s investments, and will comply with the provisions of the Fund’s Declaration of Trust and By-laws, as amended from time to time, Incorporation and the stated investment objectives, policies and restrictions of each Fund Portfolio as set forth in the prospectus then-current Prospectus and Statement of Additional Information for each Fund Portfolio(collectively the "Prospectus") relating to the Portfolio contained in the Company's Registration Statement under the 1940 Act and the Securities Act of 1933, as amended from time amended. The Company and/or the Manager may also place additional limitations on the Sub-Adviser's investment decisions by written notice to time, as well as any other objectives, policies or limitations as may be provided by Adviser the Sub-Adviser. The Company agrees to provide promptly to the Sub-Adviser in writing from time a copy of the documents mentioned above and all changes made to timesuch documents. While the Sub-Adviser will provide reports at least quarterly have day-to-day responsibility for the discretionary investment decisions to be made on behalf of the Board of Trustees and to Adviser. Portfolio, the Sub-Adviser will make its officers and employees available be subject to Adviser and oversight by the Board Manager. Such oversight, however, shall not require prior approval of Trustees from time to time at reasonable times to review discretionary investment policies of each Fund Portfolio with respect to each Portfolio Segment and to consult with Adviser regarding decisions made by the investment affairs of each Portfolio Segment. Sub-Adviser agrees that it: (a) will conform except as may be required by applicable law, the Portfolio's investment policies and restrictions and/or any limitations imposed on the Sub-Adviser by the Company and/or the Manager pursuant to the preceding paragraph. The Manager shall retain the right to instruct the Sub-Adviser to effect any transactions necessary to ensure compliance with all applicable the Portfolio's investment policies and restrictions as well as the requirements of Subchapter M of the Internal Revenue Code and the provisions of the 1940 Act and rules and regulations of the Securities and Exchange Commission in all material respects and in addition will conduct its activities under this Agreement in accordance with any applicable laws and regulations of any governmental authority pertaining to its investment advisory activities, including all portfolio diversification requirements necessary for each Portfolio Segment to comply with subchapter M and Section 817(h) of the Internal Revenue Code as if each were a regulated and the regulations promulgated thereunder. In the event the Sub-Adviser's compliance with any amendment of the Portfolio's investment company thereunder; (b) objectives, policies and restrictions or other limitations placed on the Sub-Adviser's investment decisions with respect to the extent authorized by Adviser in writing, and Portfolio would interfere with the completion of any transaction commenced on behalf of the Portfolio prior to the extent permitted by law, will execute purchases and sales of portfolio securities and other investments for each Portfolio Segment through brokers or dealers designated by management of the Fund to Adviser for the purpose of providing direct benefits to the Fund, provided that Sub-Adviser determines that Adviser's knowledge of such brokers or dealers will provide best execution in view of all appropriate factorsamendment, and is hereby authorized as the agent of the Fund to give instructions to the Fund’s custodian as to deliveries of securities or other investments and payments of cash of each Portfolio Segment to such brokers or dealers for the account of the relevant Fund Portfolio. Adviser and the Fund understand that the brokerage commissions or transaction costs in such transactions may be higher than those which the Sub-Adviser could obtain from another broker may complete such transaction unless doing so would violate any applicable law, rule or dealer, in order to obtain such benefits for the Fund. (c) is authorized to and will select all other brokers or dealers that will execute the purchases and sales of portfolio securities for each Portfolio Segment and is hereby authorized as the agent of the Fund to give instructions to the Fund’s custodian as to deliveries of securities or other investments and payments of cash of each Portfolio Segment for the account of each Fund Portfolioregulation. In making such selectionan event, Sub-Adviser is directed endeavor to use its best efforts to obtain best execution, which includes most favorable net results and execution of a Portfolio Segment’s orders, taking into account all appropriate factors, including price, dealer spread or commission, size and difficulty of the transaction and research or other services provided. With respect to transactions under sub-paragraph (c) or this sub-paragraph (d), it is understood that Sub-Adviser will not be deemed to have acted unlawfullyresponsible for any loss that may result from the completion of the transaction. Further, or to have breached a fiduciary duty and except as may be qualified elsewhere in this Agreement, the Sub-Adviser is hereby authorized, for and on behalf of the Company, with respect to the Fund or in respect of any Fund Portfolio, in its discretion to: exercise any conversion and/or subscription rights available in connection with any securities or other investments held in the Portfolio; maintain all or part of the Portfolio's assets uninvested in short-term income-producing instruments for such periods of time as shall be deemed reasonable and prudent by the Sub-Adviser; instruct the Custodian, in breach accordance with the Custodian Agreement, to deliver for cash received, securities or other cash and/or securities instruments sold, exchanged, redeemed or otherwise disposed of any obligation owing from the Portfolio, and to pay cash for securities or other cash and/or securities instruments delivered to the Fund or Custodian and/or credited to the Portfolio upon acquisition of the same for the Portfolio; determine how to vote all proxies received with respect to securities held in respect the Portfolio and direct the Custodian as to the voting of such proxies; and generally, perform any Fund Portfolio other act necessary to enable the Sub-Adviser to carry out its obligations under this Agreement, or otherwise, solely by reason of its having caused a Fund Portfolio to pay a member of a securities exchange, a broker or a dealer a commission for effecting a securities transaction of a Fund Portfolio in excess of the amount of commission another member of an exchange, broker or dealer would have charged if . SELECTION OF BROKER-DEALERS. The Sub-Adviser determined in good faith that shall select the commission paid was reasonable in relation to brokers and dealers through whom transactions on behalf of the brokerage Portfolio will be executed and research services provided by such member, broker, the markets on or dealer, viewed in terms of that particular transaction or Sub-Adviser’s overall responsibilities with respect to its accounts, including the Fund, as to which it exercises investment discretion; (d) is authorized to consider for investment by each Portfolio Segment securities that may also be appropriate for other funds and/or clients served by Sub-Adviser. To assure fair treatment of each Portfolio Segment and all other clients of Sub-Adviser in situations in which two or more clients’ accounts participate simultaneously in a buy or sell program involving the same security, such transactions will be allocated among each executed and shall place, in the name of the Portfolio Segment or its nominee (or appropriate foreign equivalent), all such orders. In selecting brokers and dealers to execute such transactions, and in negotiating brokerage commissions, and in obtaining research, statistical and other clients information from brokers and dealers in a manner deemed equitable by Sub-Adviser. connection with Portfolio transactions, the Sub-Adviser is authorized to aggregate purchase and sale orders for securities held (or to be held) in each Portfolio Segment shall comply with similar orders being made on the same day for other client accounts or portfolios managed by Sub-Adviser. When an order is so aggregated, description of the actual prices applicable to the aggregated transaction will be averaged and each Portfolio Segment and each other account or portfolio participating process contained in the aggregated transaction will be treated as having purchased or sold its portion Prospectus. It is understood that certain other clients (including other funds, portfolios and accounts) of the securities at such average price, and all transaction costs incurred in effecting the aggregated transaction will be shared on a pro-rata basis among the accounts or portfolios (including each Portfolio Segment) participating in the transaction. Adviser and the Fund understand that Sub-Adviser may not be able have investment objectives and policies similar to aggregate transactions through brokers or dealers designated by Adviser with transactions through brokers or dealers selected by Sub-Adviser, in which event the prices paid or received by each Portfolio Segment will not be so averaged and may be higher or lower than those paid or received by other accounts or portfolios of Sub-Adviser.; (e) will report regularly to Adviser and to the Board of Trustees and will make appropriate persons available for the purpose of reviewing with representatives of Adviser and the Board of Trustees on a regular basis at reasonable times the management of each Portfolio Segment, including without limitation, review of the general investment strategies of each Portfolio Segment, and that the performance of each Portfolio Segment in relation to standard industry indices, interest rate considerations and general conditions affecting the marketplace, and will provide various other reports from time to time as reasonably requested by Adviser; (f) will be required to provide portfolio reports to the Adviser and the Fund’s Board of Trustees on a quarterly basis including but not limited to the following data items: market review and outlook, portfolio specific commentary, portfolio composition data, portfolio allocation, portfolio performance versus the index, portfolio characteristic data (ie, price/earnings price/book, dividend yield), sector allocation, sector performance, audited portfolio holdings and portfolio purchases and sales. (g) will vote all proxies with respect to securities in each Portfolio Segment in accordance with the policies, procedures and guidelines Sub-Adviser may establish may, from time to time, without any required consultation with Adviser make recommendations that result in the purchase (or sale) of a particular security by its other clients and the Portfolio during the same period of time. If transactions on behalf of more than one client during the same period increase the demand for securities being purchased or the Fund’s supply of securities being sold, there may be an adverse effect on price or quantity. In such event, the Sub-Adviser shall allocate the securities or investments to be purchased or sold, as well as the expenses incurred in the transactions (including price) in a manner the Sub-Adviser considers equitable and consistent with its obligations to the Portfolio and the Sub-Adviser's other clients. The Sub-Adviser agrees that it will only enter into transactions that are covered by Section 10(f) or Section 17(e) of the 1940 Act if it has (i) complied with Rule 10f-3 or Rule 17e-1 thereunder, respectively, or the terms of an appropriate exemptive order issued to the Company by the SEC, and (ii) has complied with the procedures adopted thereunder by the Board of Trustees and without any required notice Directors of the Company which may, pursuant to Adviser or authority granted by the Fund’s Board Company, be supplemented by interpretive guidelines of Trustees in advance of or subsequent to any action taken with respect to the voting of proxiesManager. Sub-adviser will not take any action or render any advice with respect to any assets held in the Fund Portfolios Aside from parties that are named in known or subject to any legal action, including a class action; and (h) will act upon reasonable instructions from Adviser which, in should be known by the reasonable determination of Sub-Adviser, are not inconsistent with the Manager shall promptly notify the Sub-Adviser’s fiduciary duties under this AgreementAdviser of any additional parties with whom engaging in a transaction for the Portfolio would result in a violation of the 1940 Act.

Sub-Adviser. Services SERVICES Subject always to the supervision of the Fund’s 's Board of Trustees (“Board of Trustees” or “Trustees”) and Adviser, Sub-Adviser will furnish an investment program in respect of, and make investment decisions for, such portion of the assets of each the Fund Portfolio as Adviser shall from time to time designate (each a “the "Portfolio Segment”") and place all orders for the purchase and sale of securities on behalf of each the Portfolio Segment. In the performance of its duties, Sub-Adviser will satisfy its fiduciary duties to the Fund and each the Fund Portfolio and will monitor a the Portfolio Segment’s 's investments, and will comply with the provisions of the Fund’s 's Declaration of Trust and By-lawsBylaws, as amended from time to time, and the stated investment objectives, policies and restrictions of each the Fund Portfolio as set forth in the prospectus and Statement of Additional Information for each the Fund Portfolio, as amended from time to time, as well as any other objectives, policies or limitations as may be provided by Adviser to Sub-Adviser in writing from time to time. Sub-Adviser will provide reports at least quarterly to the Board of Trustees and to Adviser. Sub-Adviser SubAdviser will make its officers and employees available to Adviser and the Board of Trustees from time to time at reasonable times to review investment policies of each the Fund Portfolio with respect to each the Portfolio Segment and to consult with Adviser regarding the investment affairs of each the Portfolio Segment. Sub-Adviser agrees that it: (a) will use the same skill and care in providing such services as it uses in providing services to fiduciary accounts for which it has investment responsibilities; (b) will conform with all applicable provisions of the 1940 Act and rules and regulations of the Securities and Exchange Commission in all material respects and in addition will conduct its activities under this Agreement in accordance with any applicable laws and regulations of any governmental authority pertaining to its investment advisory activities, including all portfolio diversification requirements necessary for each the Portfolio Segment to comply with subchapter M and Section 817(h) of the Internal Revenue Code as if each it were a regulated investment company thereunder; (bc) to the extent authorized directed by Adviser in writing, and to the extent permitted by law, will execute purchases and sales of portfolio securities and other investments for each the Portfolio Segment through brokers or dealers designated by management of the Fund to Adviser for the purpose of providing direct benefits to the Fund, provided that Sub-Adviser determines that such brokers or dealers will provide best execution in view of all appropriate factors, and is hereby authorized as the agent of the Fund to give instructions to the Fund’s 's custodian as to deliveries of securities or other investments and payments of cash of each the Portfolio Segment to such brokers or dealers for the account of the relevant Fund Portfolio. Adviser and the Fund understand that the brokerage commissions or transaction costs in such transactions will be negotiated by Adviser on behalf of the Fund rather than by Sub-Adviser, and that such directions may be result in the Fund paying higher brokerage commissions or transaction costs or receiving less favorable prices than those which the Sub-Adviser could obtain from another broker or dealer, in order to obtain such benefits for the Fund.; (cd) is authorized to and will select all other brokers or dealers that will execute the purchases and sales of portfolio securities for each the Portfolio Segment and is hereby authorized as the agent of the Fund to give instructions to the Fund’s 's custodian as to deliveries of securities or other investments and payments of cash of each the Portfolio Segment for the account of each the Fund Portfolio. In making such selection, Sub-Adviser is directed endeavor to use its best efforts to obtain best execution, which includes most favorable net results and execution of a the Portfolio Segment’s 's orders, taking into account all appropriate factors, including price, dealer spread or commission, size and difficulty of the transaction and research or other services provided. With respect to transactions under sub-paragraph (c) or this sub-paragraph (d), it It is understood that Sub-Adviser will not be deemed to have acted unlawfully, or to have breached a fiduciary duty to the Fund or in respect of any the Fund Portfolio, or be in breach of any obligation owing to the Fund or in respect of any the Fund Portfolio under this Agreement, or otherwise, solely by reason of its having caused a the Fund Portfolio to pay a member of a securities exchange, a broker or a dealer a commission for effecting a securities transaction of a the Fund Portfolio in excess of the amount of commission another member of an exchange, broker or dealer would have charged if Sub-Adviser determined in good faith that the commission paid was reasonable in relation to the brokerage and research services provided by such member, broker, or dealer, viewed in terms of that particular transaction or Sub-Adviser’s 's overall responsibilities with respect to its accounts, including the Fund, as to which it exercises investment discretion; (de) is authorized to consider for investment by each the Portfolio Segment securities that may also be appropriate for other funds and/or clients served by Sub-Adviser. To assure fair treatment of each the Portfolio Segment and all other clients of Sub-Adviser in situations in which two or more clients’ ' accounts participate simultaneously in a buy or sell program involving the same security, such transactions will be allocated among each the Portfolio Segment and other clients in a manner deemed equitable by Sub-Adviser. Sub-Adviser is authorized to aggregate purchase and sale orders for securities held (or to be held) in each the Portfolio Segment with similar orders being made on the same day for other client accounts or portfolios managed by Sub-Adviser. When an order is so aggregated, the actual prices applicable to the aggregated transaction will be averaged and each the Portfolio Segment and each other account or portfolio participating in the aggregated transaction will be treated as having purchased or sold its portion of the securities at such average price, and all transaction costs incurred in effecting the aggregated transaction will be shared on a pro-rata basis among the accounts or portfolios (including each the Portfolio Segment) participating in the transaction. Adviser and the Fund understand that Sub-Adviser may not be able to aggregate transactions through brokers or dealers designated by Adviser with transactions through brokers or dealers selected by Sub-Adviser, in which event the prices paid or received by each the Portfolio Segment will not be so averaged and may be higher or lower greater than those paid or received by other accounts or portfolios of Sub-Adviser.; (ef) will report regularly to Adviser and to the Board of Trustees and will make appropriate persons available for the purpose of reviewing with representatives of Adviser and the Board of Trustees on a regular basis at reasonable times the management of each the Portfolio Segment, including without limitation, review of the general investment strategies of each the Portfolio Segment, the performance of each the Portfolio Segment in relation to standard industry indices, interest rate considerations and general conditions affecting the marketplace, and will provide various other reports from time to time as reasonably requested by Adviser; (fg) will be required to provide portfolio reports prepare such books and records with respect to the Portfolio Segment's securities transactions as requested by Adviser and will furnish Adviser and the Fund’s 's Board of Trustees on a quarterly basis including but not limited to such periodic and special reports as the following data items: market review and outlook, portfolio specific commentary, portfolio composition data, portfolio allocation, portfolio performance versus the index, portfolio characteristic data (ie, price/earnings price/book, dividend yield), sector allocation, sector performance, audited portfolio holdings and portfolio purchases and sales.Board or Adviser may reasonably request; (gh) will vote all proxies with respect to securities in each the Portfolio Segment in accordance with the policies, procedures and guidelines Sub-Adviser may establish from time to time, without any required consultation with Adviser or the Fund’s Board of Trustees and without any required notice to Adviser or the Fund’s Board of Trustees in advance of or subsequent to any action taken with respect to the voting of proxies. Sub-adviser will not take any action or render any advice with respect to any assets held in the Fund Portfolios that are named in or subject to any legal action, including a class actionSegment; and (hi) will act upon reasonable instructions from Adviser which, in the reasonable determination of Sub-Adviser, are not inconsistent with Sub-Adviser’s 's fiduciary duties under this Agreement.

Sub-Adviser. Services SERVICES Subject always to the supervision of the Fund’s 's Board of Trustees (“Board of Trustees” or “Trustees”) and Adviser, Sub-Adviser will furnish an investment program in respect of, and make investment decisions for, such portion of the assets of each Fund Portfolio as Adviser shall from time to time designate (each a “"Portfolio Segment”") and place all orders for the purchase and sale of securities on behalf of each the Portfolio Segment. In the performance of its duties, Sub-Adviser will satisfy its fiduciary duties to the Fund and each Fund Portfolio and will monitor a Portfolio Segment’s 's investments, and will comply with the provisions of the Fund’s 's Declaration of Trust and By-lawsBylaws, as amended from time to time, and the stated investment objectives, policies and restrictions of each Fund Portfolio as set forth in the prospectus and Statement of Additional Information for each Fund Portfolio, as amended from time to time, as well as any other objectives, policies or limitations as may be provided by Adviser to Sub-Adviser in writing from time to time. Sub-Adviser will provide reports at least quarterly to the Board of Trustees and to Adviser. Sub-Adviser SubAdviser will make its officers and employees available to Adviser and the Board of Trustees from time to time at reasonable times to review investment policies of each Fund Portfolio with respect to each Portfolio Segment and to consult with Adviser regarding the investment affairs of each Portfolio Segment. Sub-Adviser agrees that it: (a) will use the same skill and care in providing such services as it uses in providing services to fiduciary accounts for which it has investment responsibilities; (b) will conform with all applicable provisions of the 1940 Act and rules and regulations of the Securities and Exchange Commission in all material respects and in addition will conduct its activities under this Agreement in accordance with any applicable laws and regulations of any governmental authority pertaining to its investment advisory activities, including all portfolio diversification requirements necessary for each Portfolio Segment to comply with subchapter M and Section 817(h) of the Internal Revenue Code as if each it were a regulated investment company thereunder; (bc) to the extent authorized directed by Adviser in writing, and to the extent permitted by law, will execute purchases and sales of portfolio securities and other investments for each Portfolio Segment through brokers or dealers designated by management of the Fund to Adviser for the purpose of providing direct benefits to the Fund, provided that Sub-Sub- Adviser determines that such brokers or dealers will provide best reasonable execution in view of all appropriate factorssuch other benefits, and is hereby authorized as the agent of the Fund to give instructions to the Fund’s 's custodian as to deliveries of securities or other investments and payments of cash of each Portfolio Segment to such brokers or dealers for the account of the relevant each Fund Portfolio. Adviser and the Fund understand that the brokerage commissions or transaction costs in such transactions may be higher higher, and that the Fund may receive less favorable prices, than those which the Sub-Adviser could obtain from another broker or dealer, in order to obtain such benefits for the Fund.; (cd) is authorized to and will select all other brokers or dealers that will execute the purchases and sales of portfolio securities for each Portfolio Segment and is hereby authorized as the agent of the Fund to give instructions to the Fund’s 's custodian as to deliveries of securities or other investments and payments of cash of each Portfolio Segment for the account of each Fund Portfolio. In making such selection, Sub-Adviser is directed endeavor to use its best efforts to obtain best execution, which includes most favorable net results and execution of a Portfolio Segment’s 's orders, taking into account all appropriate factors, including price, dealer spread or commission, size and difficulty of the transaction and research or other services provided. With respect to transactions under sub-paragraph (c) or this sub-paragraph (d), it It is understood that Sub-Adviser will not be deemed to have acted unlawfully, or to have breached a fiduciary duty to the Fund or in respect of any the Fund Portfolio, or be in breach of any obligation owing to the Fund or in respect of any a Fund Portfolio under this Agreement, or otherwise, solely by reason of its having caused a Fund Portfolio to pay a member of a securities exchange, a broker or a dealer a commission for effecting a securities transaction of a Fund Portfolio in excess of the amount of commission another member of an exchange, broker or dealer would have charged if Sub-Adviser determined in good faith that the commission paid was reasonable in relation to the brokerage and research services provided by such member, broker, or dealer, viewed in terms of that particular transaction or Sub-Adviser’s overall responsibilities with respect to its accounts, including the Fund, as to which it exercises investment discretion; (d) is authorized to consider for investment by each Portfolio Segment securities that may also be appropriate for other funds and/or clients served by Sub-Adviser. To assure fair treatment of each Portfolio Segment and all other clients of Sub-Adviser in situations in which two or more clients’ accounts participate simultaneously in a buy or sell program involving the same security, such transactions will be allocated among each Portfolio Segment and other clients in a manner deemed equitable by Sub-Adviser. Sub-Adviser is authorized to aggregate purchase and sale orders for securities held (or to be held) in each Portfolio Segment with similar orders being made on the same day for other client accounts or portfolios managed by Sub-Adviser. When an order is so aggregated, the actual prices applicable to the aggregated transaction will be averaged and each Portfolio Segment and each other account or portfolio participating in the aggregated transaction will be treated as having purchased or sold its portion of the securities at such average price, and all transaction costs incurred in effecting the aggregated transaction will be shared on a pro-rata basis among the accounts or portfolios (including each Portfolio Segment) participating in the transaction. Adviser and the Fund understand that Sub-Adviser may not be able to aggregate transactions through brokers or dealers designated by Adviser with transactions through brokers or dealers selected by Sub-Adviser, in which event the prices paid or received by each Portfolio Segment will not be so averaged and may be higher or lower than those paid or received by other accounts or portfolios of Sub-Adviser.; (e) will report regularly to Adviser and to the Board of Trustees and will make appropriate persons available for the purpose of reviewing with representatives of Adviser and the Board of Trustees on a regular basis at reasonable times the management of each Portfolio Segment, including without limitation, review of the general investment strategies of each Portfolio Segment, the performance of each Portfolio Segment in relation to standard industry indices, interest rate considerations and general conditions affecting the marketplace, and will provide various other reports from time to time as reasonably requested by Adviser; (f) will be required to provide portfolio reports to the Adviser and the Fund’s Board of Trustees on a quarterly basis including but not limited to the following data items: market review and outlook, portfolio specific commentary, portfolio composition data, portfolio allocation, portfolio performance versus the index, portfolio characteristic data (ie, price/earnings price/book, dividend yield), sector allocation, sector performance, audited portfolio holdings and portfolio purchases and sales. (g) will vote all proxies with respect to securities in each Portfolio Segment in accordance with the policies, procedures and guidelines Sub-Adviser may establish from time to time, without any required consultation with Adviser or the Fund’s Board of Trustees and without any required notice to Adviser or the Fund’s Board of Trustees in advance of or subsequent to any action taken with respect to the voting of proxies. Sub-adviser will not take any action or render any advice with respect to any assets held in the Fund Portfolios that are named in or subject to any legal action, including a class action; and (h) will act upon reasonable instructions from Adviser which, in the reasonable determination of Sub-Adviser, are not inconsistent with Sub-Adviser’s fiduciary duties under this Agreement.,

Sub-Adviser. Services SERVICES Subject always to the supervision of the Fund’s 's Board of Trustees (“Board of Trustees” or “Trustees”) and Adviser, Sub-Adviser will furnish an investment program in respect of, and make investment decisions for, such portion of the assets of each Fund Portfolio as Adviser shall from time to time designate (each a “"Portfolio Segment”") and place all orders for the purchase and sale of securities on behalf of each Portfolio Segment. In the performance of its duties, Sub-Adviser will satisfy its fiduciary duties to the Fund and each Fund Portfolio and will monitor a each Portfolio Segment’s 's investments, and will comply with the provisions of the Fund’s 's Declaration of Trust and By-laws, as amended from time to time, and the stated investment objectives, policies and restrictions of each Fund Portfolio as set forth in the prospectus and Statement of Additional Information for each Fund Portfolio, as amended from time to time, as well as any other objectives, policies or limitations as may be provided by Adviser to Sub-Adviser in writing from time to time. Sub-Adviser will provide reports at least quarterly to the Board of Trustees and to Adviser. Sub-Adviser will make its officers and employees available to Adviser and the Board of Trustees from time to time at reasonable times to review investment policies of each Fund Portfolio with respect to each Portfolio Segment and to consult with Adviser regarding the investment affairs of each Portfolio Segment. Sub-Adviser agrees that it: (a) will use the same skill and care in providing such services as it uses in providing services to fiduciary accounts for which it has investment responsibilities; (b) will conform with all applicable provisions of the 1940 Act and rules and regulations of the Securities and Exchange Commission in all material respects and in addition will conduct its activities under this Agreement in accordance with any applicable laws and regulations of any governmental authority pertaining to its investment advisory activities, including all portfolio diversification requirements necessary for each Portfolio Segment to comply with subchapter M and Section 817(h) of the Internal Revenue Code Code, as if each Portfolio Segment were a the entire portfolio for the regulated investment company thereunder; (bc) to the extent authorized directed by Adviser in writing, and to the extent permitted by law, will execute purchases and sales of portfolio securities and other investments for each Portfolio Segment through brokers or dealers designated by management of the Fund to Adviser for the purpose of providing direct benefits to the Fund, provided that Sub-Adviser Advisor determines that such brokers or dealers will provide best reasonable execution in view of all appropriate factorssuch other benefits, and is hereby authorized as the agent of the Fund to give instructions to the Fund’s 's custodian as to deliveries of securities or other investments and payments of cash of each Portfolio Segment to such brokers or dealers for the account of the relevant Fund Portfolio. Adviser and the Fund understand that the brokerage commissions or transaction costs in such transactions may be higher higher, and that the Fund may receive less favorable prices, than those which the Sub-Adviser could obtain from another broker or dealer, in order to obtain such benefits for the Fund.; (cd) is authorized to and will select all other brokers or dealers that will execute the purchases and sales of portfolio securities for each Portfolio Segment and is hereby authorized as the agent of the Fund to give instructions to the Fund’s 's custodian as to deliveries of securities or other investments and payments of cash of each Portfolio Segment for the account of each Fund Portfolio. In making such selection, Sub-Adviser is directed endeavor to use its best efforts to obtain best execution, which includes most favorable net results and execution of a each Portfolio Segment’s 's orders, taking into account all appropriate factors, including price, dealer spread or commission, size and difficulty of the transaction and research or other services provided. With respect to transactions under sub-paragraph (c) or this sub-paragraph (d), it It is understood that Sub-Adviser will not be deemed to have acted unlawfully, or to have breached a fiduciary duty to the Fund or in respect of any each Fund Portfolio, or be in breach of any obligation owing to the Fund or in respect of any each Fund Portfolio under this Agreement, or otherwise, solely by reason of its having caused a Fund Portfolio to pay a member of a securities exchange, a broker or a dealer a commission for effecting a securities transaction of a Fund Portfolio in excess of the amount of commission another member of an exchange, broker or dealer would have charged if Sub-Adviser determined in good faith that the commission paid was reasonable in relation to the brokerage and research services provided by such member, broker, or dealer, viewed in terms of that particular transaction or Sub-Adviser’s 's overall responsibilities with respect to its accounts, including the Fund, as to which it exercises investment discretion; (de) is authorized to consider for investment by each Portfolio Segment securities that may also be appropriate for other funds and/or clients served by Sub-Adviser. To assure fair treatment of each Portfolio Segment and all other clients of Sub-Adviser in situations in which two or more clients’ ' accounts participate simultaneously in a buy or sell program involving the same security, such transactions will be allocated among each Portfolio Segment and other clients in a manner deemed equitable by Sub-Adviser. Sub-Adviser is authorized to aggregate purchase and sale orders for securities held (or to be held) in each Portfolio Segment with similar orders being made on the same day for other client accounts or portfolios managed by Sub-Adviser. When an order is so aggregated, the actual prices applicable to the aggregated transaction will be averaged and each Portfolio Segment and each other account or portfolio participating in the aggregated transaction will be treated as having purchased or sold its portion of the securities at such average price, and all transaction costs incurred in effecting the aggregated transaction will be shared on a pro-rata basis among the accounts or portfolios (including each the Portfolio Segment) participating in the transaction. Adviser and the Fund understand that Sub-Adviser may not be able to aggregate transactions through brokers or dealers designated by Adviser with transactions through brokers or dealers selected by Sub-Adviser, in which event the prices paid or received by each Portfolio Segment will not be so averaged and may be higher or lower than those paid or received by other accounts or portfolios of Sub-Adviser.; (ef) will report regularly to Adviser and to the Board of Trustees and will make appropriate persons available for the purpose of reviewing with representatives of Adviser and the Board of Trustees on a regular basis at reasonable times the management of each Portfolio Segment, including without limitation, review of the general investment strategies of each Portfolio Segment, the performance of each Portfolio Segment in relation to standard industry indices, interest rate considerations and general conditions affecting the marketplace, and will provide various other reports from time to time as reasonably requested by Adviser; (fg) will be required prepare such books and records with respect to provide portfolio reports to the each Portfolio Segment's securities transactions as requested by Adviser and will furnish Adviser and the Fund’s 's Board of Trustees on a quarterly basis including but not limited to such periodic and special reports as the following data items: market review and outlook, portfolio specific commentary, portfolio composition data, portfolio allocation, portfolio performance versus the index, portfolio characteristic data (ie, price/earnings price/book, dividend yield), sector allocation, sector performance, audited portfolio holdings and portfolio purchases and sales.Board or Adviser may reasonably request; (gh) will vote all proxies with respect to securities in each Portfolio Segment in accordance with the policies, procedures and guidelines Sub-Adviser may establish from time to time, without any required consultation with Adviser or the Fund’s Board of Trustees and without any required notice to Adviser or the Fund’s Board of Trustees in advance of or subsequent to any action taken with respect to the voting of proxies. Sub-adviser will not take any action or render any advice with respect to any assets held in the Fund Portfolios that are named in or subject to any legal action, including a class action; andSegment; (hi) will act upon reasonable instructions from Adviser which, in the reasonable determination of Sub-Adviser, are not inconsistent with Sub-Adviser’s 's fiduciary duties under this Agreement; and (j) will not consult with any other sub-adviser of the Fund concerning transactions in securities or other assets for any Fund Portfolio, except that such consultations are permitted between the current and successor sub-advisers of a Fund Portfolio in order to effect an orderly transition of sub-advisory duties so long as such consultations are not concerning transactions prohibited by Section 17(a) of the 1940 Act.

Sub-Adviser. Services SERVICES Subject always to the supervision of the Fund’s 's Board of Trustees (“Board of Trustees” or “Trustees”) Directors and Adviser, Sub-Adviser will furnish an investment program in respect of, and make investment decisions for, such portion of the assets of each Fund Portfolio as Adviser shall from time to time designate (each a “"Portfolio Segment”") and place all orders for the purchase and sale of securities on behalf of each Portfolio Segment. In the performance of its duties, Sub-Adviser will satisfy its fiduciary duties to the Fund and each Fund Portfolio and will monitor a each Portfolio Segment’s 's investments, and will comply with the provisions of the Fund’s Declaration 's Articles of Trust Incorporation and By-laws, as amended from time to time, and the stated investment objectives, policies and restrictions of each Fund Portfolio as set forth in the prospectus and Statement of Additional Information for each Fund Portfolio, as amended from time to time, as well as any other objectives, policies or limitations as may be provided by Adviser to Sub-Adviser in writing from time to time. The Sub-Adviser shall not be liable to the Adviser, the Fund or any of the Fund's shareholders as a result of any act, conduct or omission of the Adviser, any other sub-adviser or any other service provider to the Fund or any of their respective officers, employees, affiliates or agents. Sub-Adviser will provide reports at least quarterly to the Board of Trustees and to Adviser. Sub-Adviser will make its officers and employees available to Adviser and the Board of Trustees Directors from time to time at reasonable times to review investment policies of each Fund Portfolio with respect to each Portfolio Segment and to consult with Adviser regarding the investment affairs of each Portfolio Segment. Sub-Adviser agrees that it: (a) will use the same skill and care in providing such services as are required to provide services to fiduciary accounts; (b) will conform with all applicable provisions of the 1940 Act and rules and regulations of the Securities and Exchange Commission in all material respects and in addition will conduct its activities under this Agreement in accordance with any applicable laws and regulations of any governmental authority pertaining to its investment advisory activities, including all portfolio diversification requirements necessary for each Portfolio Segment to comply with subchapter M and Section 817(h) of the Internal Revenue Code as if each it were a regulated investment company thereunder; (bc) to the extent authorized directed by Adviser in writing, and to the extent permitted by law, will execute purchases and sales of portfolio securities and other investments for each Portfolio Segment through brokers or dealers designated by management of the Fund to Adviser for the purpose of providing direct benefits to the Fund, provided that Sub-Adviser determines that such brokers or dealers will provide best execution in view of all appropriate factorssuch other benefits, and is hereby authorized as the agent of the Fund to give instructions to the Fund’s 's custodian as to deliveries of securities or other investments and payments of cash of each Portfolio Segment to such brokers or dealers for the account of the relevant Fund Portfolio. Adviser and the Fund understand that the brokerage commissions or transaction costs in such transactions may be higher than those which the Sub-Adviser could obtain from another broker or dealer, in order to obtain such benefits for the Fund.; (cd) is authorized to and will select all other brokers or dealers that will execute the purchases and sales of portfolio securities for each Portfolio Segment and is hereby authorized as the agent of the Fund to give instructions to the Fund’s 's custodian as to deliveries of securities or other investments and payments of cash of each Portfolio Segment for the account of each Fund Portfolio. In making such selection, Sub-Adviser is directed endeavor to use its best efforts to obtain best execution, which includes most favorable net results and execution of a each Portfolio Segment’s 's orders, taking into account all appropriate factors, including including, but not limited to, price, dealer spread or commission, size and difficulty of the transaction and research or other services provided. With respect to transactions under sub-paragraph (c) or this sub-paragraph (d), it is understood that Sub-Adviser will not be deemed to have acted unlawfully, or to have breached a fiduciary duty to the Fund or in respect of any Fund Portfolio, or be in breach of any obligation owing to the Fund or in respect of any each Fund Portfolio under this Agreement, or otherwise, solely by reason of its having caused a Fund Portfolio to pay a member of a securities exchange, a broker or a dealer a commission for effecting a securities transaction of a Fund Portfolio in excess of the amount of commission another member of an exchange, broker or dealer would have charged if Sub-Adviser determined in good faith that the commission paid was reasonable in relation to the brokerage and research services provided by such member, broker, or dealer, viewed in terms of that particular transaction or Sub-Adviser’s 's overall responsibilities with respect to its accounts, including the Fund, as to which it exercises investment discretion. NWQ shall not be liable to the Adviser or the Fund for any act, conduct or omission of any broker selected by NWQ to provide transaction or other services to the Fund, any Fund Portfolio and/or any Portfolio Segment, provided such broker was selected with reasonable care; (de) is authorized to consider for investment by each Portfolio Segment securities that may also be appropriate for other funds and/or clients served by Sub-Adviser. To assure fair treatment of each Portfolio Segment and all other clients of Sub-Adviser in situations in which two a Fund and one or more other clients’ ' accounts participate simultaneously in a buy or sell program involving the same security, such transactions will be allocated among each Portfolio Segment and such other clients in a manner deemed equitable by Sub-Adviser. Sub-Adviser is authorized to aggregate purchase and sale orders for securities held (or to be held) in each Portfolio Segment with similar orders being made on the same day for other eligible client accounts or portfolios managed by Sub-Adviser. When an order is so aggregated, the actual prices applicable to the aggregated transaction will be averaged and each Portfolio Segment and each other account or portfolio participating in the aggregated transaction will be treated as having purchased or sold its portion of the securities at such average price, and all transaction costs incurred in effecting the aggregated transaction will be shared on a pro-rata basis among the accounts or portfolios (including each the Portfolio Segment) participating in the transaction. Adviser and the Fund understand that Sub-Adviser may not be able to aggregate transactions through brokers or dealers designated by Adviser with transactions through brokers or dealers selected by Sub-Adviser, in which event the prices paid or received by each Portfolio Segment will not be so averaged and may be higher or lower than those paid or received by other accounts or portfolios of Sub-Adviser.; (ef) will report regularly to Adviser and to the Board of Trustees Directors and will make appropriate persons available for the purpose of reviewing with representatives of Adviser and the Board of Trustees Directors on a regular basis at reasonable times the management of each Portfolio Segment, including without limitation, review of the general investment strategies of each Portfolio Segment, the performance of each Portfolio Segment in relation to standard industry indices, stock market and interest rate considerations and general conditions affecting the marketplace, and will provide various other reports from time to time as reasonably requested by Adviser; (fg) will be required prepare such books and records with respect to provide portfolio reports to the each Portfolio Segment's securities transactions as requested by Adviser and will furnish Adviser and the Fund’s 's Board of Trustees on a quarterly basis including but not limited to Directors such periodic and special reports as the following data items: market review and outlook, portfolio specific commentary, portfolio composition data, portfolio allocation, portfolio performance versus the index, portfolio characteristic data (ie, price/earnings price/book, dividend yield), sector allocation, sector performance, audited portfolio holdings and portfolio purchases and sales.Board or Adviser may reasonably request; (gh) will vote all proxies with respect to securities in each Portfolio Segment in accordance with the policies, procedures and guidelines Sub-Adviser may establish from time to time, without any required consultation with Adviser or the Fund’s Board of Trustees and without any required notice to Adviser or the Fund’s Board of Trustees in advance of or subsequent to any action taken with respect to the voting of proxies. Sub-adviser will not take any action or render any advice with respect to any assets held in the Fund Portfolios that are named in or subject to any legal action, including a class actionSegment; and (hi) will act upon reasonable instructions from Adviser which, in the reasonable determination of Sub-Adviser, are not inconsistent with Sub-Adviser’s 's fiduciary duties under this Agreement. Sub-Adviser's ability to provide the services in this Section (2) is pursuant to the Adviser's authority to delegate advisory duties under the Advisory Agreement between the Adviser and the Fund, dated April 1, 2002. To the extent that the terms of this Section (2) differ from the terms the Advisory Agreement, the terms of the Advisory Agreement shall govern. Adviser agrees and/or represents that: (a) it and the Fund prepared the Fund's Prospectus and SAI (collectively, "Registration Materials") and the Fund's Registration Materials (including Prospectus) complies in all material respects with all applicable laws, rules and regulations in every jurisdiction in which it will be used; (b) the Fund's Registration Materials (including Prospectus) does not contain any untrue statement of a material fact or omit to state any material fact required by any applicable law to be stated therein or necessary to make the statements therein not misleading under applicable law; (c) it and the Fund and all of their respective officers, directors, partners, employees and agents will comply with all applicable laws and rules related to the Adviser, the Fund, the offering and sale of Fund shares and the business of the Fund; (d) If Sub-Adviser suffers any loss or expense as a result of any regulatory investigation or inquiry or other legal action or suit brought or threatened to be brought by any person or entity in connection with the performance of Sub-Adviser' duties as investment adviser under this Agreement and Sub-Adviser has acted without breach of its fiduciary duty, willful misfeasance, bad faith, gross negligence or reckless disregard of its obligations hereunder, Sub-Adviser will be indemnified, held harmless and reimbursed by the Adviser and the Fund, jointly and severally, against the loss and expense, including reasonable attorneys' fees and other expenses, incurred by Sub-Adviser and amounts paid in satisfaction of judgments or in a compromise or settlement (provided, however, that no such compromise and settlement shall be made by Sub-Adviser without the prior written consent of the Adviser and the Fund. Sub-Adviser shall be entitled to advances from the Adviser and the Fund, jointly and severally, for payment of the reasonable expenses incurred by it in connection with investigating or defending any matter as to which it is seeking indemnification. (e) The Adviser and the Fund acknowledge that Sub-Adviser has no authority or responsibility with respect to the structure of the Fund, the promotion, marketing or sale of the Fund's shares (other than with respect to the accuracy of information provided by Sub-Adviser to the Fund or Adviser in writing), the Fund's relations or dealings with investors and shareholders, the disclosure provided to investors and shareholders or the supervision of the day-to-day activities of the Adviser, any custodian, other sub-advisers or any administrator. The Adviser and the Fund each agree to indemnify and hold harmless Sub-Adviser and each person who controls or is controlled by Sub-Adviser against any and all losses, claims, damages and liabilities, joint or several (including any reasonable investigation, legal and other expenses) and any amount paid in settlement of any action, suit or proceeding or any claim asserted, as incurred, to which any of them may become subject under any applicable law or otherwise, insofar as such losses, claims, damages or liabilities arise out of or are based upon: (i) any untrue statement or alleged untrue statement of a material fact contained in the Fund's Registration Materials (including Prospectus) or any amendment thereof, or any omission or alleged omission to state therein a material fact required by any applicable law to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading under applicable law (other than statements provided by Sub-Adviser to the Fund or Adviser in writing); (ii) the issue, sale and distribution of the of the Fund's shares; (iii) any action taken or omitted to be taken by Sub-Adviser with the consent of, pursuant to the instructions given by, or in reliance on information provided by, the Adviser or the Fund; (iv) any action taken or omitted to be taken by the Adviser or the Fund or any other sub-adviser to the Fund (other than in reliance on information provided by Sub-Adviser to the Fund or Adviser in writing); (v) any breach by the Adviser or the Fund of any representation or warranty, or any failure by the Adviser or the Fund to comply with any agreement, contained in this Agreement or (vi) any action taken or omitted to be taken by administrator or custodian (A) without or contrary to instructions given by Sub-Adviser, (B) with the consent of or pursuant to instructions given by the Adviser or the Fund, or (C) pursuant to instructions given by Sub-Adviser without negligence, willful misfeasance, bad faith or reckless disregard of its obligations or duties under this Agreement. The indemnification obligations herein will be in addition to any liability that the Adviser or the Fund may otherwise have.

Sub-Adviser. Services Subject always to the supervision of the Fund’s Board of Trustees (“Board of Trustees” or “Trustees”) Directors and Adviser, Sub-Adviser will furnish an investment program in respect of, and make investment decisions for, such portion of the assets of each Fund Portfolio as Adviser shall from time to time designate (each a “Portfolio Segment”) and place all orders for the purchase and sale of securities on behalf of each Portfolio Segment. In the performance of its duties, Sub-Adviser will satisfy its fiduciary duties to the Fund and each Fund Portfolio and will monitor a each Portfolio Segment’s investments, and will comply with the provisions of the Fund’s Declaration Articles of Trust Incorporation and By-laws, as amended from time to time, and the stated investment objectives, policies and restrictions of each Fund Portfolio as set forth in the prospectus and Statement of Additional Information for each Fund Portfolio, as amended from time to time, as well as any other objectives, policies or limitations as may be provided by Adviser to Sub-Adviser in writing from time to time. The Sub-Adviser shall not be liable to the Adviser, the Fund or any of the Fund’s shareholders as a result of any act, conduct or omission of the Adviser, any other sub-adviser or any other service provider to the Fund or any of their respective officers, employees, affiliates or agents. Sub-Adviser will provide reports at least quarterly to the Board of Trustees and to Adviser. Sub-Adviser will make its officers and employees available to Adviser and the Board of Trustees Directors from time to time at reasonable times to review investment policies of each Fund Portfolio with respect to each Portfolio Segment and to consult with Adviser regarding the investment affairs of each Portfolio Segment. Sub-Adviser agrees that it: (a) will use the same skill and care in providing such services as are required to provide services to fiduciary accounts; (b) will conform with all applicable provisions of the 1940 Act and rules and regulations of the Securities and Exchange Commission (“SEC”) in all material respects and in addition will conduct its activities under this Agreement in accordance with any applicable laws and regulations of any governmental authority pertaining to its investment advisory activities, including all portfolio diversification requirements necessary for each Portfolio Segment to comply with subchapter M and Section 817(h) of the Internal Revenue Code as if each it were a regulated investment company thereunder; (bc) to the extent authorized directed by Adviser in writing, and to the extent permitted by law, will execute purchases and sales of portfolio securities and other investments for each Portfolio Segment through brokers or dealers designated by management of the Fund to Adviser for the purpose of providing direct benefits to the Fund, provided that Sub-Adviser determines that such brokers or dealers will provide best execution in view of all appropriate factorssuch other benefits, and is hereby authorized as the agent of the Fund to give instructions to the Fund’s custodian as to deliveries of securities or other investments and payments of cash of each Portfolio Segment to such brokers or dealers for the account of the relevant Fund Portfolio. Adviser and the Fund understand that the brokerage commissions or transaction costs in such transactions may be higher than those which the Sub-Adviser could obtain from another broker or dealer, in order to obtain such benefits for the Fund.; (cd) is authorized to and will select all other brokers or dealers that will execute the purchases and sales of portfolio securities for each Portfolio Segment and is hereby authorized as the agent of the Fund to give instructions to the Fund’s custodian as to deliveries of securities or other investments and payments of cash of each Portfolio Segment for the account of each Fund Portfolio. In making such selection, Sub-Adviser is directed endeavor to use its best efforts to obtain best execution, which includes most favorable net results and execution of a each Portfolio Segment’s orders, taking into account all appropriate factors, including including, but not limited to, price, dealer spread or commission, size and difficulty of the transaction and research or other services provided. With respect to transactions under sub-paragraph (c) or this sub-paragraph (d), it is understood that Sub-Adviser will not be deemed to have acted unlawfully, or to have breached a fiduciary duty to the Fund or in respect of any Fund Portfolio, or be in breach of any obligation owing to the Fund or in respect of any each Fund Portfolio under this Agreement, or otherwise, solely by reason of its having caused a Fund Portfolio to pay a member of a securities exchange, a broker or a dealer a commission for effecting a securities transaction of a Fund Portfolio in excess of the amount of commission another member of an exchange, broker or dealer would have charged if Sub-Adviser determined in good faith that the commission paid was reasonable in relation to the brokerage and research services provided by such member, broker, or dealer, viewed in terms of that particular transaction or Sub-Adviser’s overall responsibilities with respect to its accounts, including the Fund, as to which it exercises investment discretion. NWQ shall not be liable to the Adviser or the Fund for any act, conduct or omission of any broker selected by NWQ to provide transaction or other services to the Fund, any Fund Portfolio and/or any Portfolio Segment, provided such broker was selected with reasonable care. The Adviser may, from time to time, engage other sub-advisers to advise portions of a Fund Portfolio other than the Portfolio Segment. The Sub-Adviser agrees that it will not consult with any other sub-adviser engaged by the Adviser with respect to transactions in securities or other assets concerning a Fund Portfolio, except to the extent permitted by certain exemptive rules under the 1940 Act that permit certain transactions with a sub-adviser or its affiliates; (de) is authorized to consider for investment by each Portfolio Segment securities that may also be appropriate for other funds and/or clients served by Sub-Adviser. To assure fair treatment of each Portfolio Segment and all other clients of Sub-Adviser in situations in which two a Fund and one or more other clients’ accounts participate simultaneously in a buy or sell program involving the same security, such transactions will be allocated among each Portfolio Segment and such other clients in a manner deemed equitable by Sub-Adviser. Sub-Adviser is authorized to aggregate purchase and sale orders for securities held (or to be held) in each Portfolio Segment with similar orders being made on the same day for other eligible client accounts or portfolios managed by Sub-Adviser. When an order is so aggregated, the actual prices applicable to the aggregated transaction will be averaged and each Portfolio Segment and each other account or portfolio participating in the aggregated transaction will be treated as having purchased or sold its portion of the securities at such average price, and all transaction costs incurred in effecting the aggregated transaction will be shared on a pro-rata basis among the accounts or portfolios (including each the Portfolio Segment) participating in the transaction. Adviser and the Fund understand that Sub-Adviser may not be able to aggregate transactions through brokers or dealers designated by Adviser with transactions through brokers or dealers selected by Sub-Adviser, in which event the prices paid or received by each Portfolio Segment will not be so averaged and may be higher or lower than those paid or received by other accounts or portfolios of Sub-Adviser.; (ef) will report regularly to Adviser and to the Board of Trustees Directors and will make appropriate persons available for the purpose of reviewing with representatives of Adviser and the Board of Trustees Directors on a regular basis at reasonable times the management of each Portfolio Segment, including without limitation, review of the general investment strategies of each Portfolio Segment, the performance of each Portfolio Segment in relation to standard industry indices, stock market and interest rate considerations and general conditions affecting the marketplace, and will provide various other reports from time to time as reasonably requested by Adviser; (fg) will be required prepare such books and records with respect to provide portfolio reports to the each Portfolio Segment’s securities transactions as requested by Adviser and will furnish Adviser and the Fund’s Board of Trustees on a quarterly basis including but not limited to Directors such periodic and special reports as the following data items: market review and outlook, portfolio specific commentary, portfolio composition data, portfolio allocation, portfolio performance versus the index, portfolio characteristic data (ie, price/earnings price/book, dividend yield), sector allocation, sector performance, audited portfolio holdings and portfolio purchases and sales.Board or Adviser may reasonably request; (gh) will vote all proxies with respect to securities in each Portfolio Segment in accordance with the policies, procedures and guidelines Sub-Adviser may establish from time to time, without any required consultation with Adviser or the Fund’s Board of Trustees and without any required notice to Adviser or the Fund’s Board of Trustees in advance of or subsequent to any action taken with respect to the voting of proxies. Sub-adviser will not take any action or render any advice with respect to any assets held in the Fund Portfolios that are named in or subject to any legal action, including a class actionSegment; and (hi) will act upon reasonable instructions from Adviser which, in the reasonable determination of Sub-Adviser, are not inconsistent with Sub-Adviser’s fiduciary duties under this Agreement. Sub-Adviser’s ability to provide the services in this Section (2) is pursuant to the Adviser’s authority to delegate advisory duties under the Advisory Agreement between the Adviser and the Fund, dated April 1, 2002. To the extent that the terms of this Section (2) differ from the terms the Advisory Agreement, the terms of the Advisory Agreement shall govern. Adviser agrees and/or represents that: (a) it and the Fund prepared the Fund’s Prospectus and SAI (collectively, “Registration Materials”) and the Fund’s Registration Materials (including Prospectus) complies in all material respects with all applicable laws, rules and regulations in every jurisdiction in which it will be used; (b) the Fund’s Registration Materials (including Prospectus) does not contain any untrue statement of a material fact or omit to state any material fact required by any applicable law to be stated therein or necessary to make the statements therein not misleading under applicable law; (c) it and the Fund and all of their respective officers, directors, partners, employees and agents will comply with all applicable laws and rules related to the Adviser, the Fund, the offering and sale of Fund shares and the business of the Fund; (d) If Sub-Adviser suffers any loss or expense as a result of any regulatory investigation or inquiry or other legal action or suit brought or threatened to be brought by any person or entity in connection with the performance of Sub-Adviser’ duties as investment adviser under this Agreement and Sub-Adviser has acted without breach of its fiduciary duty, willful misfeasance, bad faith, gross negligence or reckless disregard of its obligations hereunder, Sub-Adviser will be indemnified, held harmless and reimbursed by the Adviser and the Fund, jointly and severally, against the loss and expense, including reasonable attorneys’ fees and other expenses, incurred by Sub-Adviser and amounts paid in satisfaction of judgments or in a compromise or settlement (provided, however, that no such compromise and settlement shall be made by Sub-Adviser without the prior written consent of the Adviser and the Fund). Sub-Adviser shall be entitled to advances from the Adviser and the Fund, jointly and severally, for payment of the reasonable expenses incurred by it in connection with investigating or defending any matter as to which it is seeking indemnification. (e) The Adviser and the Fund acknowledge that Sub-Adviser has no authority or responsibility with respect to the structure of the Fund, the promotion, marketing or sale of the Fund’s shares (other than with respect to the accuracy of information provided by Sub-Adviser to the Fund or Adviser in writing), the Fund’s relations or dealings with investors and shareholders, the disclosure provided to investors and shareholders or the supervision of the day-to-day activities of the Adviser, any custodian, other sub-advisers or any administrator. The Adviser and the Fund each agree to indemnify and hold harmless Sub-Adviser and each person who controls or is controlled by Sub-Adviser against any and all losses, claims, damages and liabilities, joint or several (including any reasonable investigation, legal and other expenses) and any amount paid in settlement of any action, suit or proceeding or any claim asserted, as incurred, to which any of them may become subject under any applicable law or otherwise, insofar as such losses, claims, damages or liabilities arise out of or are based upon: (i) any untrue statement or alleged untrue statement of a material fact contained in the Fund’s Registration Materials (including Prospectus) or any amendment thereof, or any omission or alleged omission to state therein a material fact required by any applicable law to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading under applicable law (other than statements provided by Sub-Adviser to the Fund or Adviser in writing); (ii) the issue, sale and distribution of the of the Fund’s shares; (iii) any action taken or omitted to be taken by Sub-Adviser with the consent of, pursuant to the instructions given by, or in reliance on information provided by, the Adviser or the Fund; (iv) any action taken or omitted to be taken by the Adviser or the Fund or any other sub-adviser to the Fund (other than in reliance on information provided by Sub-Adviser to the Fund or Adviser in writing); (v) any breach by the Adviser or the Fund of any representation or warranty, or any failure by the Adviser or the Fund to comply with any agreement, contained in this Agreement or (vi) any action taken or omitted to be taken by administrator or custodian (A) without or contrary to instructions given by Sub-Adviser, (B) with the consent of or pursuant to instructions given by the Adviser or the Fund, or (C) pursuant to instructions given by Sub-Adviser without negligence, willful misfeasance, bad faith or reckless disregard of its obligations or duties under this Agreement. The indemnification obligations herein will be in addition to any liability that the Adviser or the Fund may otherwise have.

Sub-Adviser. Services Subject always to the supervision of the Fund’s Board of Trustees (“Board of Trustees” or “Trustees”) and Adviser, Sub-Adviser will furnish an investment program in respect of, and make investment decisions for, such portion of the assets of each Fund Portfolio as Adviser shall from time to time designate (each a “Portfolio Segment”) and place all orders for the purchase and sale of securities on behalf of each Portfolio Segment. In the performance of its duties, Sub-Adviser will satisfy its fiduciary duties to the Fund and each Fund Portfolio and will monitor a Portfolio Segment’s investments, and will comply with the provisions of the Fund’s Declaration of Trust and By-laws, as amended from time to time, and the stated investment objectives, policies and restrictions of each Fund Portfolio as set forth in the prospectus and Statement of Additional Information for each Fund Portfolio, as amended from time to time, as well as any other objectives, policies or limitations as may be provided by Adviser to Sub-Adviser in writing from time to time. Sub-Adviser will provide reports at least quarterly to the Board of Trustees and to Adviser. Sub-Adviser will make its officers and employees available to Adviser and the Board of Trustees from time to time at reasonable times to review investment policies of each Fund Portfolio with respect to each Portfolio Segment and to consult with Adviser regarding the investment affairs of each Portfolio Segment. Sub-Adviser agrees that it: (a) will use the same skill and care in providing such services as it uses in providing services to fiduciary accounts for which it has investment responsibilities; (b) will conform with all applicable provisions of the 1940 Act and rules and regulations of the Securities and Exchange Commission in all material respects and in addition will conduct its activities under this Agreement in accordance with any applicable laws and regulations of any governmental authority pertaining to its investment advisory activities, including all provided, however, that with respect to any portfolio diversification requirements necessary for each Portfolio Segment to comply with subchapter M and Section 817(h) of the Internal Revenue Code as if each were a regulated investment company thereunder, Adviser understands that Sub-Adviser is not equipped to monitor compliance with these requirements and the Adviser will be responsible for monitoring, testing and notifying Sub-Adviser of its compliance or non-compliance with subchapter M and Section 817(h); Sub-Adviser agrees to provide Adviser or an appointed party with the necessary information, as Adviser shall request, such that compliance or non-compliance with subchapter M and Section 817(h) can be assessed; (bc) to the extent authorized by Adviser in writing, and to the extent permitted by law, will execute purchases and sales of portfolio securities and other investments for each Portfolio Segment through brokers or dealers designated by management of the Fund to Adviser for the purpose of providing direct benefits to the Fund, provided that Sub-Adviser determines that such brokers or dealers will provide best execution in view of all appropriate factors, and is hereby authorized as the agent of the Fund to give instructions to the Fund’s custodian as to deliveries of securities or other investments and payments of cash of each Portfolio Segment to such brokers or dealers for the account of the relevant Fund Portfolio. Adviser and the Fund understand that the brokerage commissions or transaction costs in such transactions may be higher than those which the Sub-Adviser could obtain from another broker or dealer, in order to obtain such benefits for the Fund. (cd) is authorized to and will select all other brokers or dealers that will execute the purchases and sales of portfolio securities for each Portfolio Segment and is hereby authorized as the agent of the Fund to give instructions to the Fund’s custodian as to deliveries of securities or other investments and payments of cash of each Portfolio Segment for the account of each Fund Portfolio. In making such selection, Sub-Adviser is directed endeavor to use its best efforts to obtain best execution, which includes most favorable net results and execution of a Portfolio Segment’s orders, taking into account all appropriate factors, including price, dealer spread or commission, size and difficulty of the transaction and research or other services provided. With respect to transactions under sub-paragraph (c) or this sub-paragraph (d), it is understood that Sub-Adviser will not be deemed to have acted unlawfully, or to have breached a fiduciary duty to the Fund or in respect of any Fund Portfolio, or be in breach of any obligation owing to the Fund or in respect of any Fund Portfolio under this Agreement, or otherwise, solely by reason of its having caused a Fund Portfolio to pay a member of a securities exchange, a broker or a dealer a commission for effecting a securities transaction of a Fund Portfolio in excess of the amount of commission another member of an exchange, broker or dealer would have charged if Sub-Adviser determined in good faith that the commission paid was reasonable in relation to the brokerage and research services provided by such member, broker, or dealer, viewed in terms of that particular transaction or Sub-Adviser’s overall responsibilities with respect to its accounts, including the Fund, as to which it exercises investment discretion; (de) is authorized to consider for investment by each Portfolio Segment securities that may also be appropriate for other funds and/or clients served by Sub-Adviser. To assure fair treatment of each Portfolio Segment and all other clients of Sub-Adviser in situations in which two or more clients’ accounts participate simultaneously in a buy or sell program involving the same security, such transactions will be allocated among each Portfolio Segment and other clients in a manner deemed equitable by Sub-Adviser. Sub-Adviser is authorized to aggregate purchase and sale orders for securities held (or to be held) in each Portfolio Segment with similar orders being made on the same day for other client accounts or portfolios managed by Sub-Adviser. When an order is so aggregated, the actual prices applicable to the aggregated transaction will be averaged and each Portfolio Segment and each other account or portfolio participating in the aggregated transaction will be treated as having purchased or sold its portion of the securities at such average price, and all transaction costs incurred in effecting the aggregated transaction will be shared on a pro-rata basis among the accounts or portfolios (including each Portfolio Segment) participating in the transaction. Adviser and the Fund understand that Sub-Sub- Adviser may not be able to aggregate transactions through brokers or dealers designated by Adviser with transactions through brokers or dealers selected by Sub-Adviser, in which event the prices paid or received by each Portfolio Segment will not be so averaged and may be higher or lower than those paid or received by other accounts or portfolios of Sub-Adviser.; (ef) will report regularly to Adviser and to the Board of Trustees and will make appropriate persons available for the purpose of reviewing with representatives of Adviser and the Board of Trustees on a regular basis at reasonable times the management of each Portfolio Segment, including without limitation, review of the general investment strategies of each Portfolio Segment, the performance of each Portfolio Segment in relation to standard industry indices, interest rate considerations and general conditions affecting the marketplace, and will provide various other reports from time to time as reasonably requested by Adviser; (fg) will be required prepare such books and records with respect to provide portfolio reports to the each Portfolio Segment’s securities transactions as requested by Adviser and will furnish Adviser and the Fund’s Board of Trustees on a quarterly basis including but not limited to such periodic and special reports as the following data items: market review and outlook, portfolio specific commentary, portfolio composition data, portfolio allocation, portfolio performance versus the index, portfolio characteristic data (ie, price/earnings price/book, dividend yield), sector allocation, sector performance, audited portfolio holdings and portfolio purchases and sales.Board or Adviser may reasonably request; (gh) will vote all proxies with respect to securities in each Portfolio Segment in accordance with the policies, procedures and guidelines Sub-Adviser may establish from time to time, without any required consultation with Adviser or the Fund’s Board of Trustees and without any required notice to Adviser or the Fund’s Board of Trustees in advance of or subsequent to any action taken with respect to the voting of proxies. Sub-adviser will not take any action or render any advice with respect to any assets held in the Fund Portfolios that are named in or subject to any legal action, including a class actionSegment; and (hi) will act upon reasonable instructions from Adviser which, in the reasonable determination of Sub-Adviser, are not inconsistent with Sub-Adviser’s fiduciary duties under this Agreement.

Sub-Adviser. Services Subject always to the supervision of the Fund’s Board of Trustees (“Board of Trustees” or “Trustees”) and Adviser, Sub-Adviser will furnish an investment program in respect of, and make investment decisions for, such portion of the assets of each Fund Portfolio as Adviser shall from time to time designate (each a “Portfolio Segment”) and place all orders for the purchase and sale of securities on behalf of each Portfolio Segment. In the performance of its duties, Sub-Adviser will satisfy its fiduciary duties to the Fund and each Fund Portfolio and will monitor a Portfolio Segment’s investments, and will comply with the provisions of the Fund’s Declaration of Trust and By-laws, as amended from time to time, and the stated investment objectives, policies and restrictions of each Fund Portfolio as set forth in the prospectus and Statement of Additional Information for each Fund Portfolio, as amended from time to time, as well as any other objectives, policies or limitations as may be provided by Adviser to Sub-Adviser in writing from time to time. Sub-Adviser will provide reports at least quarterly to the Board of Trustees and to Adviser. Sub-Adviser will make its officers and employees available to Adviser and the Board of Trustees from time to time at reasonable times to review investment policies of each Fund Portfolio with respect to each Portfolio Segment and to consult with Adviser regarding the investment affairs of each Portfolio Segment. Sub-Adviser agrees that it: (a) will use the same skill and care in providing such services as it uses in providing services to fiduciary accounts for which it has investment responsibilities; (b) will conform with all applicable provisions of the 1940 Act and rules and regulations of the Securities and Exchange Commission in all material respects and in addition will conduct its activities under this Agreement in accordance with any applicable laws and regulations of any governmental authority pertaining to its investment advisory activities, including all portfolio diversification requirements necessary for each Portfolio Segment to comply with subchapter M and Section 817(h) of the Internal Revenue Code as if each were a regulated investment company thereunder; (bc) to the extent authorized by Adviser in writing, and to the extent permitted by law, will execute purchases and sales of portfolio securities and other investments for each Portfolio Segment through brokers or dealers designated by management of the Fund to Adviser for the purpose of providing direct benefits to the Fund, provided that and Sub-Adviser determines that such brokers or dealers will provide best execution in view of all appropriate factors, and is hereby authorized as the agent of the Fund to give instructions to the Fund’s custodian as to deliveries of securities or other investments and payments of cash of each Portfolio Segment to such brokers or dealers for the account of the relevant Fund Portfolio. Adviser and the Fund understand that the brokerage commissions or transaction costs in such transactions may be higher than those which the Sub-Adviser could obtain from another broker or dealer, in order to obtain such benefits for the Fund. (cd) is authorized to and will select all other brokers or dealers that will execute the purchases and sales of portfolio securities for each Portfolio Segment and is hereby authorized as the agent of the Fund to give instructions to the Fund’s custodian as to deliveries of securities or other investments and payments of cash of each Portfolio Segment for the account of each Fund Portfolio. In making such selection, Sub-Adviser is directed endeavor to use its best efforts to obtain best execution, which includes most favorable net results and execution of a Portfolio Segment’s orders, taking into account all appropriate factors, including price, dealer spread or commission, size and difficulty of the transaction and research or other services provided. With respect to transactions under sub-paragraph (c) or this sub-paragraph (d), it is understood that Sub-Adviser will not be deemed to have acted unlawfully, or to have breached a fiduciary duty to the Fund or in respect of any Fund Portfolio, or be in breach of any obligation owing to the Fund or in respect of any Fund Portfolio under this Agreement, or otherwise, solely by reason of its having caused a Fund Portfolio to pay a member of a securities exchange, a broker or a dealer a commission for effecting a securities transaction of a Fund Portfolio in excess of the amount of commission another member of an exchange, broker or dealer would have charged if Sub-Adviser determined in good faith that the commission paid was reasonable in relation to the brokerage and research services provided by such member, broker, or dealer, viewed in terms of that particular transaction or Sub-Adviser’s overall responsibilities with respect to its accounts, including the Fund, as to which it exercises investment discretion; (de) is authorized to consider for investment by each Portfolio Segment securities that may also be appropriate for other funds and/or clients served by Sub-Adviser. To assure fair treatment of each Portfolio Segment and all other clients of Sub-Adviser in situations in which two or more clients’ accounts participate simultaneously in a buy or sell program involving the same security, such transactions will be allocated among each Portfolio Segment and other clients in a manner deemed equitable by Sub-Adviser. Sub-Adviser is authorized to aggregate purchase and sale orders for securities held (or to be held) in each Portfolio Segment with similar orders being made on the same day for other client accounts or portfolios managed by Sub-Adviser. When an order is so aggregated, the actual prices applicable to the aggregated transaction will be averaged and each Portfolio Segment and each other account or portfolio participating in the aggregated transaction will be treated as having purchased or sold its portion of the securities at such average price, and all transaction costs incurred in effecting the aggregated transaction will be shared on a pro-rata basis among the accounts or portfolios (including each Portfolio Segment) participating in the transaction. Adviser and the Fund understand that Sub-Adviser may not be able to aggregate transactions through brokers or dealers designated by Adviser with transactions through brokers or dealers selected by Sub-Adviser, in which event the prices paid or received by each Portfolio Segment will not be so averaged and may be higher or lower than those paid or received by other accounts or portfolios of Sub-Adviser.; (ef) will report regularly to Adviser and to the Board of Trustees and will make appropriate persons available for the purpose of reviewing with representatives of Adviser and the Board of Trustees on a regular basis at reasonable times the management of each Portfolio Segment, including without limitation, review of the general investment strategies of each Portfolio Segment, the performance of each Portfolio Segment in relation to standard industry indices, interest rate considerations and general conditions affecting the marketplace, and will provide various other reports from time to time as reasonably requested by Adviser; (fg) will be required prepare such books and records with respect to provide portfolio reports to the each Portfolio Segment’s securities transactions as requested by Adviser and will furnish Adviser and the Fund’s Board of Trustees on a quarterly basis including but not limited to such periodic and special reports as the following data items: market review and outlook, portfolio specific commentary, portfolio composition data, portfolio allocation, portfolio performance versus the index, portfolio characteristic data (ie, price/earnings price/book, dividend yield), sector allocation, sector performance, audited portfolio holdings and portfolio purchases and sales.Board or Adviser may reasonably request; (gh) will vote all proxies with respect to securities in each Portfolio Segment in accordance with the policies, procedures and guidelines Sub-Adviser may establish from time to time, without any required consultation with Adviser or the Fund’s Board of Trustees and without any required notice to Adviser or the Fund’s Board of Trustees in advance of or subsequent to any action taken with respect to the voting of proxies. Sub-adviser will not take any action or render any advice with respect to any assets held in the Fund Portfolios that are named in or subject to any legal action, including a class actionSegment; and (hi) will act upon reasonable instructions from Adviser which, in the reasonable determination of Sub-Adviser, are not inconsistent with Sub-Adviser’s fiduciary duties under this Agreement.

Sub-Adviser. Services Subject always to the supervision of the Fund’s 's Board of Trustees (“Board of Trustees” or “Trustees”) Directors and Adviser, Sub-Adviser will furnish an investment program in respect of, and make investment decisions for, such portion of the assets of each Fund Portfolio as Adviser shall from time to time designate (each a “"Portfolio Segment”") and place all orders for the purchase and sale of securities on behalf of each Portfolio Segment. In the performance of its duties, Sub-Adviser will satisfy its fiduciary duties to the Fund and each Fund Portfolio and will monitor a each Portfolio Segment’s 's investments, and will comply with the provisions of the Fund’s Declaration 's Articles of Trust Incorporation and By-laws, as amended from time to time, and the stated investment objectives, policies and restrictions of each Fund Portfolio as set forth in the prospectus and Statement of Additional Information for each Fund Portfolio, as amended from time to time, as well as any other objectives, policies or limitations as may be provided by Adviser to Sub-Adviser in writing from time to time. The Sub-Adviser shall not be liable to the Adviser, the Fund or any of the Fund's shareholders as a result of any act, conduct or omission of the Adviser, any other sub-adviser or any other service provider to the Fund or any of their respective officers, employees, affiliates or agents. Sub-Adviser will provide reports at least quarterly to the Board of Trustees and to Adviser. Sub-Adviser will make its officers and employees available to Adviser and the Board of Trustees Directors from time to time at reasonable times to review investment policies of each Fund Portfolio with respect to each Portfolio Segment and to consult with Adviser regarding the investment affairs of each Portfolio Segment. Sub-Adviser agrees that it: (a) will use the same skill and care in providing such services as are required to provide services to fiduciary accounts; (b) will conform with all applicable provisions of the 1940 Act and rules and regulations of the Securities and Exchange Commission (“SEC”) in all material respects and in addition will conduct its activities under this Agreement in accordance with any applicable laws and regulations of any governmental authority pertaining to its investment advisory activities, including all portfolio diversification requirements necessary for each Portfolio Segment to comply with subchapter M and Section 817(h) of the Internal Revenue Code as if each it were a regulated investment company thereunder; (bc) to the extent authorized directed by Adviser in writing, and to the extent permitted by law, will execute purchases and sales of portfolio securities and other investments for each Portfolio Segment through brokers or dealers designated by management of the Fund to Adviser for the purpose of providing direct benefits to the Fund, provided that Sub-Adviser determines that such brokers or dealers will provide best execution in view of all appropriate factorssuch other benefits, and is hereby authorized as the agent of the Fund to give instructions to the Fund’s 's custodian as to deliveries of securities or other investments and payments of cash of each Portfolio Segment to such brokers or dealers for the account of the relevant Fund Portfolio. Adviser and the Fund understand that the brokerage commissions or transaction costs in such transactions may be higher than those which the Sub-Adviser could obtain from another broker or dealer, in order to obtain such benefits for the Fund.; (cd) is authorized to and will select all other brokers or dealers that will execute the purchases and sales of portfolio securities for each Portfolio Segment and is hereby authorized as the agent of the Fund to give instructions to the Fund’s 's custodian as to deliveries of securities or other investments and payments of cash of each Portfolio Segment for the account of each Fund Portfolio. In making such selection, Sub-Adviser is directed endeavor to use its best efforts to obtain best execution, which includes most favorable net results and execution of a each Portfolio Segment’s 's orders, taking into account all appropriate factors, including including, but not limited to, price, dealer spread or commission, size and difficulty of the transaction and research or other services provided. With respect to transactions under sub-paragraph (c) or this sub-paragraph (d), it is understood that Sub-Adviser will not be deemed to have acted unlawfully, or to have breached a fiduciary duty to the Fund or in respect of any Fund Portfolio, or be in breach of any obligation owing to the Fund or in respect of any each Fund Portfolio under this Agreement, or otherwise, solely by reason of its having caused a Fund Portfolio to pay a member of a securities exchange, a broker or a a dealer a commission for effecting a securities transaction of a Fund Portfolio in excess of the amount of commission another member of an exchange, broker or dealer would have charged if Sub-Adviser determined in good faith that the commission paid was reasonable in relation to the brokerage and research services provided by such member, broker, or dealer, viewed in terms of that particular transaction or Sub-Adviser’s 's overall responsibilities with respect to its accounts, including the Fund, as to which it exercises investment discretion. NWQ shall not be liable to the Adviser or the Fund for any act, conduct or omission of any broker selected by NWQ to provide transaction or other services to the Fund, any Fund Portfolio and/or any Portfolio Segment, provided such broker was selected with reasonable care. The Adviser may, from time to time, engage other sub-advisers to advise portions of a Fund Portfolio other than the Portfolio Segment. The Sub-Adviser agrees that it will not consult with any other sub-adviser engaged by the Adviser with respect to transactions in securities or other assets concerning a Fund Portfolio, except to the extent permitted by certain exemptive rules under the 1940 Act that permit certain transactions with a sub-adviser or its affiliates; (de) is authorized to consider for investment by each Portfolio Segment securities that may also be appropriate for other funds and/or clients served by Sub-Adviser. To assure fair treatment of each Portfolio Segment and all other clients of Sub-Adviser in situations in which two a Fund and one or more other clients’ ' accounts participate simultaneously in a buy or sell program involving the same security, such transactions will be allocated among each Portfolio Segment and such other clients in a manner deemed equitable by Sub-Adviser. Sub-Adviser is authorized to aggregate purchase and sale orders for securities held (or to be held) in each Portfolio Segment with similar orders being made on the same day for other eligible client accounts or portfolios managed by Sub-Adviser. When an order is so aggregated, the actual prices applicable to the aggregated transaction will be averaged and each Portfolio Segment and each other account or portfolio participating in the aggregated transaction will be treated as having purchased or sold its portion of the securities at such average price, and all transaction costs incurred in effecting the aggregated transaction will be shared on a pro-rata basis among the accounts or portfolios (including each the Portfolio Segment) participating in the transaction. Adviser and the Fund understand that Sub-Adviser may not be able to aggregate transactions through brokers or dealers designated by Adviser with transactions through brokers or dealers selected by Sub-Adviser, in which event the prices paid or received by each Portfolio Segment will not be so averaged and may be higher or lower than those paid or received by other accounts or portfolios of Sub-Adviser.; (ef) will report regularly to Adviser and to the Board of Trustees Directors and will make appropriate persons available for the purpose of reviewing with representatives of Adviser and the Board of Trustees Directors on a regular basis at reasonable times the management of each Portfolio Segment, including without limitation, review of the general investment strategies of each Portfolio Segment, the performance of each Portfolio Segment in relation to standard industry indices, stock market and interest rate considerations and general conditions affecting the marketplace, and will provide various other reports from time to time as reasonably requested by Adviser; (fg) will be required prepare such books and records with respect to provide portfolio reports to the each Portfolio Segment's securities transactions as requested by Adviser and will furnish Adviser and the Fund’s 's Board of Trustees on a quarterly basis including but not limited to Directors such periodic and special reports as the following data items: market review and outlook, portfolio specific commentary, portfolio composition data, portfolio allocation, portfolio performance versus the index, portfolio characteristic data (ie, price/earnings price/book, dividend yield), sector allocation, sector performance, audited portfolio holdings and portfolio purchases and sales.Board or Adviser may reasonably request; (gh) will vote all proxies with respect to securities in each Portfolio Segment in accordance with the policies, procedures and guidelines Sub-Adviser may establish from time to time, without any required consultation with Adviser or the Fund’s Board of Trustees and without any required notice to Adviser or the Fund’s Board of Trustees in advance of or subsequent to any action taken with respect to the voting of proxies. Sub-adviser will not take any action or render any advice with respect to any assets held in the Fund Portfolios that are named in or subject to any legal action, including a class actionSegment; and (hi) will act upon reasonable instructions from Adviser which, in the reasonable determination of Sub-Adviser, are not inconsistent with Sub-Adviser’s 's fiduciary duties under this Agreement. Sub-Adviser's ability to provide the services in this Section (2) is pursuant to the Adviser's authority to delegate advisory duties under the Advisory Agreement between the Adviser and the Fund, dated April 1, 2002. To the extent that the terms of this Section (2) differ from the terms the Advisory Agreement, the terms of the Advisory Agreement shall govern. Adviser agrees and/or represents that: (a) it and the Fund prepared the Fund's Prospectus and SAI (collectively, "Registration Materials") and the Fund's Registration Materials (including Prospectus) complies in all material respects with all applicable laws, rules and regulations in every jurisdiction in which it will be used; (b) the Fund's Registration Materials (including Prospectus) does not contain any untrue statement of a material fact or omit to state any material fact required by any applicable law to be stated therein or necessary to make the statements therein not misleading under applicable law; (c) it and the Fund and all of their respective officers, directors, partners, employees and agents will comply with all applicable laws and rules related to the Adviser, the Fund, the offering and sale of Fund shares and the business of the Fund; (d) If Sub-Adviser suffers any loss or expense as a result of any regulatory investigation or inquiry or other legal action or suit brought or threatened to be brought by any person or entity in connection with the performance of Sub-Adviser' duties as investment adviser under this Agreement and Sub-Adviser has acted without breach of its fiduciary duty, willful misfeasance, bad faith, gross negligence or reckless disregard of its obligations hereunder, Sub-Adviser will be indemnified, held harmless and reimbursed by the Adviser and the Fund, jointly and severally, against the loss and expense, including reasonable attorneys' fees and other expenses, incurred by Sub-Adviser and amounts paid in satisfaction of judgments or in a compromise or settlement (provided, however, that no such compromise and settlement shall be made by Sub-Adviser without the prior written consent of the Adviser and the Fund). Sub-Adviser shall be entitled to advances from the Adviser and the Fund, jointly and severally, for payment of the reasonable expenses incurred by it in connection with investigating or defending any matter as to which it is seeking indemnification. (e) The Adviser and the Fund acknowledge that Sub-Adviser has no authority or responsibility with respect to the structure of the Fund, the promotion, marketing or sale of the Fund's shares (other than with respect to the accuracy of information provided by Sub-Adviser to the Fund or Adviser in writing), the Fund's relations or dealings with investors and shareholders, the disclosure provided to investors and shareholders or the supervision of the day-to-day activities of the Adviser, any custodian, other sub-advisers or any administrator. The Adviser and the Fund each agree to indemnify and hold harmless Sub-Adviser and each person who controls or is controlled by Sub-Adviser against any and all losses, claims, damages and liabilities, joint or several (including any reasonable investigation, legal and other expenses) and any amount paid in settlement of any action, suit or proceeding or any claim asserted, as incurred, to which any of them may become subject under any applicable law or otherwise, insofar as such losses, claims, damages or liabilities arise out of or are based upon: (i) any untrue statement or alleged untrue statement of a material fact contained in the Fund's Registration Materials (including Prospectus) or any amendment thereof, or any omission or alleged omission to state therein a material fact required by any applicable law to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading under applicable law (other than statements provided by Sub-Adviser to the Fund or Adviser in writing); (ii) the issue, sale and distribution of the of the Fund's shares; (iii) any action taken or omitted to be taken by Sub-Adviser with the consent of, pursuant to the instructions given by, or in reliance on information provided by, the Adviser or the Fund; (iv) any action taken or omitted to be taken by the Adviser or the Fund or any other sub-adviser to the Fund (other than in reliance on information provided by Sub-Adviser to the Fund or Adviser in writing); (v) any breach by the Adviser or the Fund of any representation or warranty, or any failure by the Adviser or the Fund to comply with any agreement, contained in this Agreement or (vi) any action taken or omitted to be taken by administrator or custodian (A) without or contrary to instructions given by Sub-Adviser, (B) with the consent of or pursuant to instructions given by the Adviser or the Fund, or (C) pursuant to instructions given by Sub-Adviser without negligence, willful misfeasance, bad faith or reckless disregard of its obligations or duties under this Agreement. The indemnification obligations herein will be in addition to any liability that the Adviser or the Fund may otherwise have.

Sub-Adviser. Services SERVICES Subject always to the supervision of the Fund’s 's Board of Trustees (“Board of Trustees” or “Trustees”) Directors and Adviser, Sub-Adviser will furnish an investment program in respect of, and make investment decisions for, such portion of the assets of each Fund Portfolio as Adviser shall from time to time designate (each a “"Portfolio Segment”") and place all orders for the purchase and sale of securities on behalf of each Portfolio Segment. In the performance of its duties, Sub-Adviser will satisfy its fiduciary duties to the Fund and each Fund Portfolio and will monitor a each Portfolio Segment’s 's investments, and will comply with the provisions of the Fund’s Declaration 's Articles of Trust Incorporation and By-laws, as amended from time to time, and the stated investment objectives, policies and restrictions of each Fund Portfolio as set forth in the prospectus and Statement of Additional Information for each Fund Portfolio, as amended from time to time, as well as any other objectives, policies or limitations as may be provided by Adviser to Sub-Adviser in writing from time to time. Sub-Adviser will provide reports at least quarterly to the Board of Trustees and to Adviser. Sub-Adviser will make its officers and employees available to Adviser and the Board of Trustees Directors from time to time at reasonable times to review investment policies of each Fund Portfolio with respect to each Portfolio Segment and to consult with Adviser regarding the investment affairs of each Portfolio Segment. Sub-Adviser agrees that it: (a) will use the same skill and care in providing such services as are required to provide services to fiduciary accounts; (b) will conform with all applicable provisions of the 1940 Act and rules and regulations of the Securities and Exchange Commission in all material respects and in addition will conduct its activities under this Agreement in accordance with any applicable laws and regulations of any governmental authority pertaining to its investment advisory activities, including all portfolio diversification requirements necessary for each Portfolio Segment to comply with subchapter M and Section 817(h) of the Internal Revenue Code as if each it were a regulated investment company thereunder; (bc) to the extent authorized directed by Adviser in writing, and to the extent permitted by law, will execute purchases and sales of portfolio securities and other investments for each Portfolio Segment through brokers or dealers designated by management of the Fund to Adviser for the purpose of providing direct benefits to the Fund, provided that Sub-Adviser determines that such brokers or dealers will provide best execution in view of all appropriate factorssuch other benefits, and is hereby authorized as the agent of the Fund to give instructions to the Fund’s 's custodian as to deliveries of securities or other investments and payments of cash of each Portfolio Segment to such brokers or dealers for the account of the relevant Fund Portfolio. Adviser and the Fund understand that the brokerage commissions or transaction costs in such transactions may be higher than those which the Sub-Adviser could obtain from another broker or dealer, in order to obtain such benefits for the Fund.; (cd) is authorized to and will select all other brokers or dealers that will execute the purchases and sales of portfolio securities for each Portfolio Segment and is hereby authorized as the agent of the Fund to give instructions to the Fund’s 's custodian as to deliveries of securities or other investments and payments of cash of each Portfolio Segment for the account of each Fund Portfolio. In making such selection, Sub-Adviser is directed endeavor to use its best efforts to obtain best execution, which includes most favorable net results and execution of a each Portfolio Segment’s 's orders, taking into account all appropriate factors, including including, but not limited to, price, dealer spread or commission, size and difficulty of the transaction and research or other services provided. With respect to transactions under sub-paragraph (c) or this sub-paragraph (d), it is understood that Sub-Adviser will not be deemed to have acted unlawfully, or to have breached a fiduciary duty to the Fund or in respect of any Fund Portfolio, or be in breach of any obligation owing to the Fund or in respect of any each Fund Portfolio under this Agreement, or otherwise, solely by reason of its having caused a Fund Portfolio to pay a member of a securities exchange, a broker or a dealer a commission for effecting a securities transaction of a Fund Portfolio in excess of the amount of commission another member of an exchange, broker or dealer would have charged if Sub-Adviser determined in good faith that the commission paid was reasonable in relation to the brokerage and research services provided by such member, broker, or dealer, viewed in terms of that particular transaction or Sub-Adviser’s 's overall responsibilities with respect to its accounts, including the Fund, as to which it exercises investment discretion; (de) is authorized to consider for investment by each Portfolio Segment securities that may also be appropriate for other funds and/or clients served by Sub-Adviser. To assure fair treatment of each Portfolio Segment and all other clients of Sub-Adviser in situations in which two a Fund and one or more other clients’ ' accounts participate simultaneously in a buy or sell program involving the same security, such transactions will be allocated among each Portfolio Segment and such other clients in a manner deemed equitable by Sub-Adviser. Sub-Adviser is authorized to aggregate purchase and sale orders for securities held (or to be held) in each Portfolio Segment with similar orders being made on the same day for other eligible client accounts or portfolios managed by Sub-Adviser. When an order is so aggregated, the actual prices applicable to the aggregated transaction will be averaged and each Portfolio Segment and each other account or portfolio participating in the aggregated transaction will be treated as having purchased or sold its portion of the securities at such average price, and all transaction costs incurred in effecting the aggregated transaction will be shared on a pro-rata basis among the accounts or portfolios (including each the Portfolio Segment) participating in the transaction. Adviser and the Fund understand that Sub-Adviser may not be able to aggregate transactions through brokers or dealers designated by Adviser with transactions through brokers or dealers selected by Sub-Adviser, in which event the prices paid or received by each Portfolio Segment will not be so averaged and may be higher or lower than those paid or received by other accounts or portfolios of Sub-Adviser.; (ef) will report regularly to Adviser and to the Board of Trustees Directors and will make appropriate persons available for the purpose of reviewing with representatives of Adviser and the Board of Trustees Directors on a regular basis at reasonable times the management of each Portfolio Segment, including without limitation, review of the general investment strategies of each Portfolio Segment, the performance of each Portfolio Segment in relation to standard industry indices, stock market and interest rate considerations and general conditions affecting the marketplace, and will provide various other reports from time to time as reasonably requested by Adviser; (fg) will be required prepare such books and records with respect to provide portfolio reports to the each Portfolio Segment's securities transactions as requested by Adviser and will furnish Adviser and the Fund’s 's Board of Trustees on a quarterly basis including but not limited to Directors such periodic and special reports as the following data items: market review and outlook, portfolio specific commentary, portfolio composition data, portfolio allocation, portfolio performance versus the index, portfolio characteristic data (ie, price/earnings price/book, dividend yield), sector allocation, sector performance, audited portfolio holdings and portfolio purchases and sales.Board or Adviser may reasonably request; (gh) will vote all proxies with respect to securities in each Portfolio Segment in accordance with the policies, procedures and guidelines Sub-Adviser may establish from time to time, without any required consultation with Adviser or the Fund’s Board of Trustees and without any required notice to Adviser or the Fund’s Board of Trustees in advance of or subsequent to any action taken with respect to the voting of proxies. Sub-adviser will not take any action or render any advice with respect to any assets held in the Fund Portfolios that are named in or subject to any legal action, including a class actionSegment; and (hi) will act upon reasonable instructions from Adviser which, in the reasonable determination of Sub-Adviser, are not inconsistent with Sub-Adviser’s 's fiduciary duties under this Agreement. Sub-Adviser's ability to provide the services in this Section (2) is pursuant to the Adviser's authority to delegate advisory duties under the Advisory Agreement between the Adviser and the Fund, dated April 1, 2002. To the extent that the terms of this Section (2) differ from the terms the Advisory Agreement, the terms of the Advisory Agreement shall govern.

Sub-Adviser. Services SERVICES Subject always to the supervision of the Fund’s 's Board of Trustees (“Board of Trustees” or “Trustees”) Directors and Adviser, Sub-Adviser will furnish an investment program in respect of, and make investment decisions for, such portion of the assets of each Fund Portfolio as Adviser shall from time to time designate (each a “"Portfolio Segment”") and place all orders for the purchase and sale of securities on behalf of each Portfolio Segment. In the performance of its duties, Sub-Adviser will satisfy its fiduciary duties to the Fund and each Fund Portfolio and will monitor a each Portfolio Segment’s 's investments, and will comply with the provisions of the Fund’s Declaration 's Articles of Trust Incorporation and By-laws, as amended from time to time, and the stated investment objectives, policies and restrictions of each Fund Portfolio as set forth in the prospectus and Statement of Additional Information for each Fund Portfolio, as amended from time to time, as well as any other objectives, policies or limitations as may be provided by Adviser to Sub-Adviser in writing from time to time. Sub-Adviser will provide reports at least quarterly to the Board of Trustees and to Adviser. Sub-Adviser will make its officers and employees available to Adviser and the Board of Trustees Directors from time to time at reasonable times to review investment policies of each Fund Portfolio with respect to each Portfolio Segment and to consult with Adviser regarding the investment affairs of each Portfolio Segment. Sub-Adviser agrees that it: (a) will use the same skill and care in providing such services as are required to provide services to fiduciary accounts; (b) will conform with all applicable provisions of the 1940 Act and rules and regulations of the Securities and Exchange Commission in all material respects and in addition will conduct its activities under this Agreement in accordance with any applicable laws and regulations of any governmental authority pertaining to its investment advisory activities, including all portfolio diversification requirements necessary for each Portfolio Segment to comply with subchapter M and Section 817(h) of the Internal Revenue Code as if each it were a regulated investment company thereunder; (b) to the extent authorized by Adviser in writing, and to the extent permitted by law, will execute purchases and sales of portfolio securities and other investments for each Portfolio Segment through brokers or dealers designated by management of the Fund to Adviser for the purpose of providing direct benefits to the Fund, provided that Sub-Adviser determines that such brokers or dealers will provide best execution in view of all appropriate factors, and is hereby authorized as the agent of the Fund to give instructions to the Fund’s custodian as to deliveries of securities or other investments and payments of cash of each Portfolio Segment to such brokers or dealers for the account of the relevant Fund Portfolio. Adviser and the Fund understand that the brokerage commissions or transaction costs in such transactions may be higher than those which the Sub-Adviser could obtain from another broker or dealer, in order to obtain such benefits for the Fund. (c) is authorized to and will select all other brokers or dealers that will execute the purchases and sales of portfolio securities for each Portfolio Segment and is hereby authorized as the agent of the Fund to give instructions to the Fund’s 's custodian as to deliveries of securities or other investments and payments of cash of each Portfolio Segment for the account of each Fund Portfolio. In making such selection, Sub-Adviser is directed endeavor to use its best efforts to obtain best execution, which includes most favorable net results and execution of a each Portfolio Segment’s 's orders, taking into account all appropriate factors, including including, but not limited to, price, dealer spread or commission, size and difficulty of the transaction and research or other services provided. With respect to transactions under sub-this paragraph (c) or this sub-paragraph (d), it is understood that Sub-Adviser will not be deemed to have acted unlawfully, or to have breached a fiduciary duty to the Fund or in respect of any Fund Portfolio, or be in breach of any obligation owing to the Fund or in respect of any each Fund Portfolio under this Agreement, or otherwise, solely by reason of its having caused a Fund Portfolio to pay a member of a securities exchange, a broker or a dealer a commission for effecting a securities transaction of a Fund Portfolio in excess of the amount of commission another member of an exchange, broker or dealer would have charged if Sub-Adviser determined in good faith that the commission paid was reasonable in relation to the brokerage and research services provided by such member, broker, or dealer, viewed in terms of that particular transaction or Sub-Adviser’s 's overall responsibilities with respect to its accounts, including the Fund, as to which it exercises investment discretion; (d) is authorized to consider for investment by each Portfolio Segment securities that may also be appropriate for other funds and/or clients served by Sub-Adviser. To assure fair treatment of each Portfolio Segment and all other clients of Sub-Adviser in situations in which two a Fund and one or more other clients’ ' accounts participate simultaneously in a buy or sell program involving the same security, such transactions will be allocated among each Portfolio Segment and such other clients in a manner deemed equitable by Sub-Adviser. Sub-Adviser is authorized to aggregate purchase and sale orders for securities held (or to be held) in each Portfolio Segment with similar orders being made on the same day for other eligible client accounts or portfolios managed by Sub-Adviser. When an order is so aggregated, the actual prices applicable to the aggregated transaction will be averaged and each Portfolio Segment and each other account or portfolio participating in the aggregated transaction will be treated as having purchased or sold its portion of the securities at such average price, and all transaction costs incurred in effecting the aggregated transaction will be shared on a pro-rata basis among the accounts or portfolios (including each the Portfolio Segment) participating in the transaction. Adviser and the Fund understand that Sub-Adviser may not be able to aggregate transactions through brokers or dealers designated by Adviser with transactions through brokers or dealers selected by Sub-Adviser, in which event the prices paid or received by each Portfolio Segment will not be so averaged and may be higher or lower than those paid or received by other accounts or portfolios of Sub-Adviser.; (e) will report regularly to Adviser and to the Board of Trustees Directors and will make appropriate persons available for the purpose of reviewing with representatives of Adviser and the Board of Trustees Directors on a regular basis at reasonable times the management of each Portfolio Segment, including without limitation, review of the general investment strategies of each Portfolio Segment, the performance of each Portfolio Segment in relation to standard industry indices, stock market and interest rate considerations and general conditions affecting the marketplace, and will provide various other reports from time to time as reasonably requested by Adviser; (f) will be required prepare such books and records with respect to provide portfolio reports to the each Portfolio Segment's securities transactions as requested by Adviser and will furnish Adviser and the Fund’s 's Board of Trustees on a quarterly basis including but not limited to Directors such periodic and special reports as the following data items: market review and outlook, portfolio specific commentary, portfolio composition data, portfolio allocation, portfolio performance versus the index, portfolio characteristic data (ie, price/earnings price/book, dividend yield), sector allocation, sector performance, audited portfolio holdings and portfolio purchases and sales.Board or Adviser may reasonably request; (g) will vote all proxies with respect to securities in each Portfolio Segment in accordance with the policies, procedures and guidelines Sub-Adviser may establish from time to time, without any required consultation with Adviser or the Fund’s Board of Trustees and without any required notice to Adviser or the Fund’s Board of Trustees in advance of or subsequent to any action taken with respect to the voting of proxies. Sub-adviser will not take any action or render any advice with respect to any assets held in the Fund Portfolios that are named in or subject to any legal action, including a class actionSegment; and (h) will act upon reasonable instructions from Adviser which, in the reasonable determination of Sub-Adviser, are not inconsistent with Sub-Adviser’s 's fiduciary duties under this Agreement. Sub-Adviser's ability to provide the services in this Section (2) is pursuant to the Adviser's authority to delegate advisory duties under the Advisory Agreement between the Adviser and the Fund, dated April 1, 2002. To the extent that the terms of this Section (2) differ from the terms the Advisory Agreement, the terms of the Advisory Agreement shall govern.

Sub-Adviser. Services SERVICES Subject always to the supervision of the Fund’s 's Board of Trustees (“Board of Trustees” or “Trustees”) and Adviser, Sub-Adviser will furnish an investment program in respect of, and make investment decisions for, such portion of the assets of each Fund Portfolio as Adviser shall from time to time designate (each a “"Portfolio Segment”") and place all orders for the purchase and sale of securities on behalf of each Portfolio Segment. In the performance of its duties, Sub-Adviser will satisfy its fiduciary duties to the Fund and each Fund Portfolio and will monitor a each Portfolio Segment’s 's investments, and will comply with the provisions of the Fund’s 's Declaration of Trust and By-laws, as amended from time to time, and the stated investment objectives, policies and restrictions of each Fund Portfolio as set forth in the prospectus and Statement of Additional Information for each Fund Portfolio, as amended from time to time, as well as any other objectives, policies or limitations as may be provided by Adviser to Sub-Adviser in writing from time to time. Sub-Adviser will provide reports at least quarterly to the Board of Trustees and to Adviser. Sub-Adviser will make its officers and employees available to Adviser and the Board of Trustees from time to time at reasonable times to review investment policies of each Fund Portfolio with respect to each Portfolio Segment and to consult with Adviser regarding the investment affairs of each Portfolio Segment. Sub-Adviser agrees that it: (a) will use the same skill and care in providing such services as it uses in providing services to fiduciary accounts for which it has investment responsibilities; (b) will conform with all applicable provisions of the 1940 Act and rules and regulations of the Securities and Exchange Commission in all material respects and in addition will conduct its activities under this Agreement in accordance with any applicable laws and regulations of any governmental authority pertaining to its investment advisory activities, including all portfolio diversification requirements necessary for each Portfolio Segment to comply with subchapter M and Section 817(h) of the Internal Revenue Code as if each it were a regulated investment company thereunder; (bc) to the extent authorized directed by Adviser in writing, and to the extent permitted by law, will execute purchases and sales of portfolio securities and other investments for each Portfolio Segment through brokers or dealers designated by management of the Fund to Adviser for the purpose of providing direct benefits to the Fund, provided that Sub-Adviser Advisor determines that such brokers or dealers will provide best execution in view of all appropriate factorssuch other benefits, and is hereby authorized as the agent of the Fund to give instructions to the Fund’s 's custodian as to deliveries of securities or other investments and payments of cash of each Portfolio Segment to such brokers or dealers for the account of the relevant Fund Portfolio. Adviser and the Fund understand that the brokerage commissions or transaction costs in such transactions may be higher than those which the Sub-Adviser could obtain from another broker or dealer, in order to obtain such benefits for the Fund.; (cd) is authorized to and will select all other brokers or dealers that will execute the purchases and sales of portfolio securities for each Portfolio Segment and is hereby authorized as the agent of the Fund to give instructions to the Fund’s 's custodian as to deliveries of securities or other investments and payments of cash of each Portfolio Segment for the account of each Fund Portfolio. In making such selection, Sub-Adviser is directed endeavor to use its best efforts to obtain best execution, which includes most favorable net results and execution of a each Portfolio Segment’s 's orders, taking into account all appropriate factors, including price, dealer spread or commission, size and difficulty of the transaction and research or other services provided. With respect to transactions under sub-sub paragraph (c) or this sub-paragraph (d), it is understood that Sub-Adviser will not be deemed to have acted unlawfully, or to have breached a fiduciary duty to the Fund or in respect of any each Fund Portfolio, or be in breach of any obligation owing to the Fund or in respect of any each Fund Portfolio under this Agreement, or otherwise, solely by reason of its having caused a Fund Portfolio to pay a member of a securities exchange, a broker or a dealer a commission for effecting a securities transaction of a Fund Portfolio in excess of the amount of commission another member of an exchange, broker or dealer would have charged if Sub-Adviser determined in good faith that the commission paid was reasonable in relation to the brokerage and research services provided by such member, broker, or dealer, viewed in terms of that particular transaction or Sub-Adviser’s 's overall responsibilities with respect to its accounts, including the Fund, as to which it exercises investment discretion; (de) is authorized to consider for investment by each Portfolio Segment securities that may also be appropriate for other funds and/or clients served by Sub-Adviser. To assure fair treatment of each Portfolio Segment and all other clients of Sub-Adviser in situations in which two or more clients’ ' accounts participate simultaneously in a buy or sell program involving the same security, such transactions will be allocated among each Portfolio Segment and other clients in a manner deemed equitable by Sub-Adviser. Sub-Adviser is authorized to aggregate purchase and sale orders for securities held (or to be held) in each Portfolio Segment with similar orders being made on the same day for other eligible client accounts or portfolios managed by Sub-Adviser. When an order is so aggregated, the actual prices applicable to the aggregated transaction will be averaged and each Portfolio Segment and each other account or portfolio participating in the aggregated transaction will be treated as having purchased or sold its portion of the securities at such average price, and all transaction costs incurred in effecting the aggregated transaction will be shared on a pro-rata basis among the accounts or portfolios (including each the Portfolio Segment) participating in the transaction. Adviser and the Fund understand that Sub-Adviser may not be able to aggregate transactions through brokers or dealers designated by Adviser with transactions through brokers or dealers selected by Sub-Adviser, in which event the prices paid or received by each Portfolio Segment will not be so averaged and may be higher or lower than those paid or received by other accounts or portfolios of Sub-Adviser.; (ef) will report regularly to Adviser and to the Board of Trustees and will make appropriate persons available for the purpose of reviewing with representatives of Adviser and the Board of Trustees on a regular basis at reasonable times the management of each Portfolio Segment, including without limitation, review of the general investment strategies of each Portfolio Segment, the performance of each Portfolio Segment in relation to standard industry indices, interest rate considerations and general conditions affecting the marketplace, and will provide various other reports from time to time as reasonably requested by Adviser; (fg) will be required prepare such books and records with respect to provide portfolio reports to the each Portfolio Segment's securities transactions as requested by Adviser and will furnish Adviser and the Fund’s 's Board of Trustees on a quarterly basis including but not limited to such periodic and special reports as the following data items: market review and outlook, portfolio specific commentary, portfolio composition data, portfolio allocation, portfolio performance versus the index, portfolio characteristic data (ie, price/earnings price/book, dividend yield), sector allocation, sector performance, audited portfolio holdings and portfolio purchases and sales.Board or Adviser may reasonably request; (gh) will vote all proxies with respect to securities in each Portfolio Segment in accordance with the policies, procedures and guidelines Sub-Adviser may establish from time to time, without any required consultation with Adviser or the Fund’s Board of Trustees and without any required notice to Adviser or the Fund’s Board of Trustees in advance of or subsequent to any action taken with respect to the voting of proxies. Sub-adviser will not take any action or render any advice with respect to any assets held in the Fund Portfolios that are named in or subject to any legal action, including a class actionSegment; and (hi) will act upon reasonable written instructions from Adviser which, in the reasonable determination of Sub-Adviser, are not inconsistent with Sub-Adviser’s 's fiduciary duties under this Agreement.

Sub-Adviser. Services SERVICES Subject always to the supervision of the Fund’s 's Board of Trustees (“Board of Trustees” or “Trustees”) and Adviser, Sub-Adviser will furnish an investment program in respect of, and make investment decisions for, such portion of the assets of each Fund Portfolio as Adviser shall from time to time designate (each a “"Portfolio Segment”") and place all orders for the purchase and sale of securities on behalf of each Portfolio Segment. In the performance of its duties, Sub-Adviser will satisfy its fiduciary duties to the Fund and each Fund Portfolio and will monitor a each Portfolio Segment’s 's investments, and will comply with the provisions of the Fund’s 's Declaration of Trust and By-laws, as amended from time to time, and the stated investment objectives, policies and restrictions of each Fund Portfolio as set forth in the prospectus and Statement of Additional Information for each Fund Portfolio, as amended from time to time, as well as any other objectives, policies or limitations all as may be provided by Adviser to Sub-Adviser in writing from time to time. Sub-Adviser will provide reports at least quarterly to the Board of Trustees and to Adviser. Sub-Adviser will make its officers and employees available to Adviser and the Board of Trustees from time to time at reasonable times to review investment policies of each Fund Portfolio with respect to each Portfolio Segment and to consult with Adviser regarding the investment affairs of each Portfolio Segment. Sub-Adviser agrees that it: (a) will use the same skill and care in providing such services as it uses in providing services to fiduciary accounts for which it has investment responsibilities; (b) will conform with all applicable provisions of the 1940 Act and rules and regulations of the Securities and Exchange Commission in all material respects and in addition will conduct its activities under this Agreement in accordance with any applicable laws and regulations of any governmental authority pertaining to its investment advisory activities, including all portfolio diversification requirements necessary for each Portfolio Segment to comply with subchapter M and Section 817(h) of the Internal Revenue Code as if each it were a regulated investment company thereunder; (bthereunder;(c) to the extent authorized directed by Adviser in writing, and to the extent permitted by law, will execute purchases and sales of portfolio securities and other investments for each Portfolio Segment through brokers or dealers designated by management of the Fund to Adviser for the purpose of providing direct benefits to the Fund, provided that Sub-Adviser determines that such brokers or dealers will provide best reasonable execution in view of all appropriate factorssuch other benefits, and is hereby authorized as the agent of the Fund to give instructions to the Fund’s 's custodian as to deliveries of securities or other investments and payments of cash of each Portfolio Segment to such brokers or dealers for the account of the relevant each Fund Portfolio. Adviser and the Fund understand that the brokerage commissions or transaction costs in such transactions may be higher higher, and that the Fund may receive less favorable prices, than those which the Sub-Adviser could obtain from another broker or dealer, in order to obtain such benefits for the Fund. (cd) is authorized to and will select all other brokers or dealers that will execute the purchases and sales of portfolio securities for each Portfolio Segment and is hereby authorized as the agent of the Fund to give instructions to the Fund’s 's custodian as to deliveries of securities or other investments and payments of cash of each Portfolio Segment for the account of each Fund Portfolio. In making such selection, Sub-Adviser is directed endeavor to use its best efforts to obtain best execution, which includes most favorable net results and execution of a Portfolio Segment’s 's orders, taking into account all appropriate factors, including price, dealer spread or commission, size and difficulty of the transaction and research or other services provided. With respect to transactions under sub-paragraph (c) or this sub-paragraph (d), it It is understood that Sub-Adviser will not be deemed to have acted unlawfully, or to have breached a fiduciary duty to the Fund or in respect of any a Fund Portfolio, or be in breach of any obligation owing to the Fund or in respect of any a Fund Portfolio under this Agreement, or otherwise, solely by reason of its having caused a Fund Portfolio to pay a member of a securities exchange, a broker or a dealer a commission for effecting a securities transaction of a Fund Portfolio in excess of the amount of commission another member of an exchange, broker or dealer would have charged if Sub-Adviser determined in good faith that the commission paid was reasonable in relation to the brokerage and research services provided by such member, broker, or dealer, viewed in terms of that particular transaction or Sub-Adviser’s 's overall responsibilities with respect to its accounts, including the Fund, as to which it exercises investment discretion; (de) is authorized to consider for investment by each Portfolio Segment securities that may also be appropriate for other funds and/or clients served by Sub-Adviser. To assure fair treatment of each Portfolio Segment and all other clients of Sub-Adviser in situations in which two or more clients’ ' accounts participate simultaneously in a buy or sell program involving the same security, such transactions will be allocated among each Portfolio Segment and other clients in a manner deemed equitable by Sub-Adviser. Sub-Adviser is authorized to aggregate purchase and sale orders for securities held (or to be held) in each Portfolio Segment with similar orders being made on the same day for other client accounts or portfolios managed by Sub-Adviser. When an order is so aggregated, the actual prices applicable to the aggregated transaction will be averaged and each Portfolio Segment and each other account or portfolio participating in the aggregated transaction will be treated as having purchased or sold its portion of the securities at such average price, and all transaction costs incurred in effecting the aggregated transaction will be shared on a pro-rata basis among the accounts or portfolios (including each Portfolio Segment) participating in the transaction. Adviser and the Fund understand that Sub-Adviser may not be able to aggregate transactions through brokers or dealers designated by Adviser with transactions through brokers or dealers selected by Sub-Adviser, in which event the prices paid or received by each Portfolio Segment will not be so averaged and may be higher or lower than those paid or received by other accounts or portfolios of Sub-Adviser.; (ef) will report regularly to Adviser and to the Board of Trustees and will make appropriate persons available for the purpose of reviewing with representatives of Adviser and the Board of Trustees on a regular basis at reasonable times the management of each Portfolio Segment, including without limitation, review of the general investment strategies of each Portfolio Segment, the performance of each Portfolio Segment in relation to standard industry indices, interest rate considerations and general conditions affecting the marketplace, and will provide various other reports from time to time as reasonably requested by Adviser; (fg) will be required prepare such books and records with respect to provide portfolio reports to the each Portfolio Segment's securities transactions as requested by Adviser and will furnish Adviser and the Fund’s 's Board of Trustees on a quarterly basis including but not limited to such periodic and special reports as the following data items: market review and outlook, portfolio specific commentary, portfolio composition data, portfolio allocation, portfolio performance versus the index, portfolio characteristic data (ie, price/earnings price/book, dividend yield), sector allocation, sector performance, audited portfolio holdings and portfolio purchases and sales.Board or Adviser may reasonably request; (gh) will vote all proxies with respect to securities in each Portfolio Segment in accordance with the policies, procedures and guidelines Sub-Adviser may establish from time to time, without any required consultation with Adviser or the Fund’s Board of Trustees and without any required notice to Adviser or the Fund’s Board of Trustees in advance of or subsequent to any action taken with respect to the voting of proxies. Sub-adviser will not take any action or render any advice with respect to any assets held in the Fund Portfolios that are named in or subject to any legal action, including a class actionSegment; and (hi) will act upon reasonable instructions from Adviser which, in the reasonable determination of Sub-Adviser, are not inconsistent with Sub-Adviser’s 's fiduciary duties under this Agreement.

Sub-Adviser. Services SERVICES Subject always to the supervision of the Fund’s 's Board of Trustees (“Board of Trustees” or “Trustees”) Directors and Adviser, Sub-Adviser will furnish an investment program in respect of, and make investment decisions for, such portion of the assets of each Fund Portfolio as Adviser shall from time to time designate (each a “"Portfolio Segment”") and place all orders for the purchase and sale of securities on behalf of each Portfolio Segment. In the performance of its duties, Sub-Adviser will satisfy its fiduciary duties to the Fund and each Fund Portfolio and will monitor a each Portfolio Segment’s 's investments, and will comply with the provisions of the Fund’s Declaration 's Articles of Trust Incorporation and By-laws, as amended from time to time, and the stated investment objectives, policies and restrictions of each Fund Portfolio as set forth in the prospectus and Statement of Additional Information for each Fund Portfolio, as amended from time to time, as well as any other objectives, policies or limitations as may be provided by Adviser to Sub-Adviser in writing from time to time. Sub-Adviser will provide reports at least quarterly to the Board of Trustees and to Adviser. Sub-Adviser will make its officers and employees available to Adviser and the Board of Trustees Directors from time to time at reasonable times to review investment policies of each Fund Portfolio with respect to each Portfolio Segment and to consult with Adviser regarding the investment affairs of each Portfolio Segment. Sub-Adviser agrees that it: (a) will use the same skill and care in providing such services as are required to provide services to fiduciary accounts; (b) will conform with all applicable provisions of the 1940 Act and rules and regulations of the Securities and Exchange Commission in all material respects and in addition will conduct its activities under this Agreement in accordance with any applicable laws and regulations of any governmental authority pertaining to its investment advisory activities, including all portfolio diversification requirements necessary for each Portfolio Segment to comply with subchapter M and Section 817(h) of the Internal Revenue Code as if each it were a regulated investment company thereunder; (bc) to the extent authorized directed by Adviser in writing, and to the extent permitted by law, will execute purchases and sales of portfolio securities and other investments for each Portfolio Segment through brokers or dealers designated by management of the Fund to Adviser for the purpose of providing direct benefits to the Fund, provided that Sub-Adviser determines that such brokers or dealers will provide best execution in view of all appropriate factorssuch other benefits (the parties will agree at the time of such direction as to how to assess value of such other benefits), and is hereby authorized as the agent of the Fund to give instructions to the Fund’s 's custodian as to deliveries of securities or other investments and payments of cash of each Portfolio Segment to such brokers or dealers for the account of the relevant Fund Portfolio. Adviser and the Fund understand that the brokerage commissions or transaction costs in such transactions may be higher than those which the Sub-Adviser could obtain from another broker or dealer, in order to obtain such benefits for the Fund.; (cd) is authorized to and will select all other brokers or dealers that will execute the purchases and sales of portfolio securities for each Portfolio Segment and is hereby authorized as the agent of the Fund to give instructions to the Fund’s 's custodian as to deliveries of securities or other investments and payments of cash of each Portfolio Segment for the account of each Fund Portfolio. In making such selection, Sub-Adviser is directed endeavor to use its best efforts to obtain best execution, which includes most favorable net results and execution of a each Portfolio Segment’s 's orders, taking into account all appropriate factors, including including, but not limited to, price, dealer spread or commission, size and difficulty of the transaction and research or other services provided. With respect to transactions under sub-paragraph (c) or this sub-paragraph (d), it is understood that Sub-Adviser will not be deemed to have acted unlawfully, or to have breached a fiduciary duty to the Fund or in respect of any Fund Portfolio, or be in breach of any obligation owing to the Fund or in respect of any each Fund Portfolio under this Agreement, or otherwise, solely by reason of its having caused a Fund Portfolio to pay a member of a securities exchange, a broker or a dealer a commission for effecting a securities transaction of a Fund Portfolio in excess of the amount of commission another member of an exchange, broker or dealer would have charged if Sub-Adviser determined in good faith that the commission paid was reasonable in relation to the brokerage and research services provided by such member, broker, or dealer, viewed in terms of that particular transaction or Sub-Adviser’s 's overall responsibilities with respect to its accounts, including the Fund, as to which it exercises investment discretion; (de) is authorized to consider for investment by each Portfolio Segment securities that may also be appropriate for other funds and/or clients served by Sub-Adviser. To assure fair treatment of each Portfolio Segment and all other clients of Sub-Adviser in situations in which two a Fund and one or more other clients’ ' accounts participate simultaneously in a buy or sell program involving the same security, such transactions will be allocated among each Portfolio Segment and such other clients in a manner deemed equitable by Sub-Adviser. Sub-Adviser is authorized to aggregate purchase and sale orders for securities held (or to be held) in each Portfolio Segment with similar orders being made on the same day for other eligible client accounts or portfolios managed by Sub-Adviser. When an order is so aggregated, the actual prices applicable to the aggregated transaction will be averaged and each Portfolio Segment and each other account or portfolio participating in the aggregated transaction will be treated as having purchased or sold its portion of the securities at such average price, and all transaction costs incurred in effecting the aggregated transaction will be shared on a pro-rata basis among the accounts or portfolios (including each the Portfolio Segment) participating in the transaction. Adviser and the Fund understand that Sub-Adviser may not be able to aggregate transactions through brokers or dealers designated by Adviser with transactions through brokers or dealers selected by Sub-Adviser, in which event the prices paid or received by each Portfolio Segment will not be so averaged and may be higher or lower than those paid or received by other accounts or portfolios of Sub-Adviser.; (ef) will report regularly to Adviser and to the Board of Trustees Directors and will make appropriate persons available for the purpose of reviewing with representatives of Adviser and the Board of Trustees Directors on a regular basis at reasonable times the management of each Portfolio Segment, including without limitation, review of the general investment strategies of each Portfolio Segment, the performance of each Portfolio Segment in relation to standard industry indices, stock market and interest rate considerations and general conditions affecting the marketplace, and will provide various other reports from time to time as reasonably requested by Adviser; (fg) will be required prepare such books and records with respect to provide portfolio reports to the each Portfolio Segment's securities transactions as requested by Adviser and will furnish Adviser and the Fund’s 's Board of Trustees on a quarterly basis including but not limited to Directors such periodic and special reports as the following data items: market review and outlook, portfolio specific commentary, portfolio composition data, portfolio allocation, portfolio performance versus the index, portfolio characteristic data (ie, price/earnings price/book, dividend yield), sector allocation, sector performance, audited portfolio holdings and portfolio purchases and sales.Board or Adviser may reasonably request; (gh) will vote all proxies with respect to securities in each Portfolio Segment in accordance with the policies, procedures and guidelines Sub-Adviser may establish from time to time, without any required consultation with Adviser or the Fund’s Board of Trustees and without any required notice to Adviser or the Fund’s Board of Trustees in advance of or subsequent to any action taken with respect to the voting of proxies. Sub-adviser will not take any action or render any advice with respect to any assets held in the Fund Portfolios that are named in or subject to any legal action, including a class actionSegment; and (hi) will act upon reasonable instructions from Adviser which, in the reasonable determination of Sub-Adviser, are lawful and not inconsistent with Sub-Adviser’s 's fiduciary duties under this Agreement. Sub-Adviser's ability to provide the services in this Section (2) is pursuant to the Adviser's authority to delegate advisory duties under the Advisory Agreement between the Adviser and the Fund, dated April 1, 2002. To the extent that the terms of this Section (2) differ from the terms the Advisory Agreement, the terms of the Advisory Agreement shall govern.

Sub-Adviser. Services Subject always to the supervision of the Fund’s Board of Trustees (“Board of Trustees” or “Trustees”) and Adviser, Sub-Adviser will furnish an investment program in respect of, and make investment decisions for, such portion of the assets of each Fund Portfolio as Adviser shall from time to time designate (each a “Portfolio Segment”) and place all orders for the purchase and sale of securities on behalf of for each Portfolio Segment. In the performance of its duties, Sub-Adviser will satisfy its fiduciary duties to the Fund and each Fund Portfolio and will monitor a Portfolio Segment’s investments, investments and will comply with the provisions of the Fund’s Declaration of Trust and By-laws, as amended from time to time, and the stated investment objectives, policies and restrictions of each Fund Portfolio as set forth in the prospectus and Statement of Additional Information for each Fund Portfolio, as amended from time to time, as well as any other objectives, policies or limitations as may be provided by Adviser to Sub-Adviser in writing from time to time. Sub-Adviser will provide written reports at least quarterly to the Board of Trustees and to Adviser. Sub-Adviser will make its officers and employees available to Adviser and the Board of Trustees from time to time at reasonable times to review investment policies of each Fund Portfolio with respect to each Portfolio Segment and to consult with Adviser regarding the investment affairs of each Portfolio Segment. Sub-Adviser agrees that it: (a) will use the same skill and care in providing such services as it uses in providing services to fiduciary accounts for which it has investment responsibilities; (b) will conform with all applicable provisions of the 1940 Act and rules and regulations of the Securities and Exchange Commission in all material respects and in addition will conduct its activities under this Agreement in accordance with any applicable laws and regulations of any governmental authority pertaining to its investment advisory activities, including all portfolio diversification requirements necessary for each Portfolio Segment to comply with subchapter Subchapter M and Section 817(h) of the Internal Revenue Code of 1986, as amended, as if each were a regulated investment company thereunder; (bc) to the extent authorized by Adviser in writing, and to the extent permitted by law, will execute purchases and sales of portfolio securities and other investments for each Portfolio Segment through brokers or dealers designated by management of the Fund to Adviser for the purpose of providing direct benefits to the Fund, provided that Sub-Adviser determines that such brokers or dealers will provide best execution in view of all appropriate factors, and is hereby authorized as the agent of the Fund to give instructions to the Fund’s custodian as to deliveries of securities or other investments and payments of cash of each Portfolio Segment to such brokers or dealers for the account of the relevant Fund Portfolio. Adviser and the Fund understand that the brokerage commissions or transaction costs in such transactions may be higher than those which the Sub-Adviser could obtain from another broker or dealer, in order to obtain such benefits for the Fund.; (cd) is authorized to and will select all other brokers or dealers that will execute the purchases and sales of portfolio securities for each Portfolio Segment and is hereby authorized as the agent of the Fund to give instructions to the Fund’s custodian as to deliveries of securities or other investments and payments of cash of for each Portfolio Segment for the account of each Fund Portfolio. In making such selection, Sub-Adviser is directed endeavor to use its best efforts to obtain best execution, which includes most favorable net results and execution of a Portfolio Segment’s orders, taking into account all appropriate factors, including price, dealer spread or commission, size and difficulty of the transaction and research or other services provided. With respect to transactions under sub-paragraph (c) or this sub-paragraph (d), it is understood that Sub-Adviser will not be deemed to have acted unlawfully, or to have breached a fiduciary duty to the Fund or in respect of any Fund Portfolio, or be in breach of any obligation owing to the Fund or in respect of any Fund Portfolio under this Agreement, or otherwise, solely by reason of its having caused a Fund Portfolio to pay a member of a securities exchange, a broker or a dealer a commission for effecting a securities transaction of a Fund Portfolio in excess of the amount of commission another member of an exchange, broker or dealer would have charged if Sub-Adviser determined in good faith that the commission paid was reasonable in relation to the brokerage and research services provided by such member, broker, broker or dealer, viewed in terms of that particular transaction or Sub-Adviser’s overall responsibilities with respect to its accounts, including the FundPortfolio Segment, as to which it exercises investment discretion; (de) is authorized to consider for investment by each Portfolio Segment securities that may also be appropriate for other funds and/or clients served by Sub-Adviser. To assure fair treatment of each Portfolio Segment and all other clients of Sub-Adviser in situations in which two or more clients’ accounts participate simultaneously in a buy or sell program involving the same security, such transactions will be allocated among each Portfolio Segment and other clients in a manner deemed equitable by Sub-Adviser. Sub-Adviser is authorized to aggregate purchase and sale orders for securities held (or to be held) in each Portfolio Segment with similar orders being made on the same day for other client accounts or portfolios managed by Sub-Adviser. When an order is so aggregated, the actual prices applicable to the aggregated transaction will be averaged and each Portfolio Segment and each other account or portfolio participating in the aggregated transaction will be treated as having purchased or sold its portion of the securities at such average price, and all transaction costs incurred in effecting the aggregated transaction will be shared on a pro-rata basis among the accounts or portfolios (including each Portfolio Segment) participating in the transaction. Adviser and the Fund understand that Sub-Adviser may not be able to aggregate transactions through brokers or dealers designated by Adviser with transactions through brokers or dealers selected by Sub-Adviser, in which event the prices paid or received by each Portfolio Segment will not be so averaged and may be higher or lower than those paid or received by other accounts or portfolios of Sub-Adviser.; (ef) will report regularly in writing to Adviser and to the Board of Trustees and will make appropriate persons available for the purpose of reviewing with representatives of Adviser and the Board of Trustees on a regular basis at reasonable times the management of each Portfolio Segment, including without limitation, review of the general investment strategies of each Portfolio Segment, the performance of each Portfolio Segment in relation to standard industry indices, interest rate considerations and general conditions affecting the marketplace, and will provide various other reports from time to time as reasonably requested by Adviser; (fg) will be required prepare such books and records with respect to provide portfolio reports to the each Portfolio Segment’s securities transactions as reasonably requested by Adviser and will furnish Adviser and the Fund’s Board of Trustees on a quarterly basis including but not limited to such periodic and special reports as the following data items: market review and outlook, portfolio specific commentary, portfolio composition data, portfolio allocation, portfolio performance versus the index, portfolio characteristic data (ie, price/earnings price/book, dividend yield), sector allocation, sector performance, audited portfolio holdings and portfolio purchases and sales.Board or Adviser may reasonably request; (gh) will vote all proxies with respect to securities in each Portfolio Segment in accordance Segment; (i) will exercise investment discretion over each Portfolio Segment’s securities within the meaning of Section 13(f) of the Securities Exchange Act of 1934, as amended (the “1934 Act”), and will be responsible for filing any required reports with the policies, procedures Securities and guidelines Sub-Adviser may establish from time Exchange Commission pursuant to time, without any required consultation with Adviser or Section 13(f) and the Fund’s Board of Trustees and without any required notice to Adviser or the Fund’s Board of Trustees in advance of or subsequent to any action taken with respect to the voting of proxies. Sub-adviser will not take any action or render any advice with respect to any assets held in the Fund Portfolios that are named in or subject to any legal action, including a class actionrules thereunder; and (hj) will act upon reasonable instructions from Adviser which, in the reasonable determination of Sub-Adviser, are not inconsistent with Sub-Adviser’s fiduciary duties under this Agreement.

Sub-Adviser. Services Subject always to the supervision of the Fund’s Board of Trustees (“Board of Trustees” or “Trustees”) and Adviser, Sub-Adviser will furnish an investment program in respect of, and make investment decisions for, such portion of the assets of each Fund Portfolio as Adviser shall from time to time designate (each a “Portfolio Segment”) and place all orders for the purchase and sale of securities on behalf of each Portfolio Segment. Within its Portfolio Segment, Sub-Adviser will make all investment-related decisions for those investments denominated in United States dollars, subject to any constraints outlined in further guidance provided to Sub-Adviser by Adviser. For that portion of the Portfolio Segment that is denominated in currencies other than United States dollars and managed by its affiliate, Western Asset Management Company Limited. (“WAMCL”), Sub-Adviser agrees to be responsible for all acts of WAMCL to the same extent as it would be responsible hereunder if the Sub-Adviser acted directly itself. Sub-Adviser agrees that the United States dollar-denominated portion of the Portfolio Segment shall represent at least 85% of the Portfolio Segment’s market value. In the performance of its duties, Sub-Adviser will satisfy its fiduciary duties to the Fund and each Fund Portfolio and will monitor a Portfolio Segment’s investments, and will comply with the provisions of the Fund’s Declaration of Trust and By-laws, as amended from time to time, and the stated investment objectives, policies and restrictions of each Fund Portfolio as set forth in the prospectus and Statement of Additional Information for each Fund Portfolio, as amended from time to time, as well as any other objectives, policies or limitations as may be provided by Adviser to Sub-Adviser in writing from time to time. Sub-Adviser will provide reports at least quarterly to the Board of Trustees and to Adviser. Sub-Adviser will make its officers and employees available to Adviser and the Board of Trustees from time to time at reasonable times to review investment policies of each Fund Portfolio with respect to each Portfolio Segment and to consult with Adviser regarding the investment affairs of each Portfolio Segment. Sub-Adviser agrees that it: (a) will use the same skill and care in providing such services as it uses in providing services to fiduciary accounts for which it has investment responsibilities; (b) will conform with all applicable provisions of the 1940 Act and rules and regulations of the Securities and Exchange Commission in all material respects and in addition will conduct its activities under this Agreement in accordance with any applicable laws and regulations of any governmental authority pertaining to its investment advisory activities, including all portfolio diversification requirements necessary for each Portfolio Segment to comply with subchapter M and Section 817(h) of the Internal Revenue Code as if each were a regulated investment company thereunder; (bc) to the extent authorized by Adviser in writing, and to the extent permitted by law, will execute purchases and sales of portfolio securities and other investments for each Portfolio Segment through brokers or dealers designated by management of the Fund to Adviser for the purpose of providing direct benefits to the Fund, provided that Sub-Adviser determines that such brokers or dealers will provide best execution in view of all appropriate factors, and is hereby authorized as the agent of the Fund to give instructions to the Fund’s custodian as to deliveries of securities or other investments and payments of cash of each Portfolio Segment to such brokers or dealers for the account of the relevant Fund Portfolio. Adviser and the Fund understand that the brokerage commissions or transaction costs in such transactions may be higher than those which the Sub-Adviser could obtain from another broker or dealer, in order to obtain such benefits for the Fund. (cd) is authorized to and will select all other brokers or dealers that will execute the purchases and sales of portfolio securities for each Portfolio Segment and is hereby authorized as the agent of the Fund to give instructions to the Fund’s custodian as to deliveries of securities or other investments and payments of cash of each Portfolio Segment for the account of each Fund Portfolio. In making such selection, Sub-Adviser is directed endeavor to use its best efforts to obtain best execution, which includes most favorable net results and execution of a Portfolio Segment’s orders, taking into account all appropriate factors, including price, dealer spread or commission, size and difficulty of the transaction and research or other services provided. With respect to transactions under sub-paragraph (c) or this sub-paragraph (d), it is understood that Sub-Adviser will not be deemed to have acted unlawfully, or to have breached a fiduciary duty to the Fund or in respect of any Fund Portfolio, or be in breach of any obligation owing to the Fund or in respect of any Fund Portfolio under this Agreement, or otherwise, solely by reason of its having caused a Fund Portfolio to pay a member of a securities exchange, a broker or a dealer a commission for effecting a securities transaction of a Fund Portfolio in excess of the amount of commission another member of an exchange, broker or dealer would have charged if Sub-Adviser determined in good faith that the commission paid was reasonable in relation to the brokerage and research services provided by such member, broker, or dealer, viewed in terms of that particular transaction or Sub-Adviser’s overall responsibilities with respect to its accounts, including the Fund, as to which it exercises investment discretion; (de) is authorized to consider for investment by each Portfolio Segment securities that may also be appropriate for other funds and/or clients served by Sub-Adviser. To assure fair treatment of each Portfolio Segment and all other clients of Sub-Adviser in situations in which two or more clients’ accounts participate simultaneously in a buy or sell program involving the same security, such transactions will be allocated among each Portfolio Segment and other clients in a manner deemed equitable by Sub-Adviser. Sub-Adviser is authorized to aggregate purchase and sale orders for securities held (or to be held) in each Portfolio Segment with similar orders being made on the same day for other client accounts or portfolios managed by Sub-Adviser. When an order is so aggregated, the actual prices applicable to the aggregated transaction will be averaged and each Portfolio Segment and each other account or portfolio participating in the aggregated transaction will be treated as having purchased or sold its portion of the securities at such average price, and all transaction costs incurred in effecting the aggregated transaction will be shared on a pro-rata basis among the accounts or portfolios (including each Portfolio Segment) participating in the transaction. Adviser and the Fund understand that Sub-Adviser may not be able to aggregate transactions through brokers or dealers designated by Adviser with transactions through brokers or dealers selected by Sub-Adviser, in which event the prices paid or received by each Portfolio Segment will not be so averaged and may be higher or lower than those paid or received by other accounts or portfolios of Sub-Adviser.; (ef) will report regularly to Adviser and to the Board of Trustees and will make appropriate persons available for the purpose of reviewing with representatives of Adviser and the Board of Trustees on a regular basis at reasonable times the management of each Portfolio Segment, including without limitation, review of the general investment strategies of each Portfolio Segment, the performance of each Portfolio Segment in relation to standard industry indices, interest rate considerations and general conditions affecting the marketplace, and will provide various other reports from time to time as reasonably requested by Adviser; (fg) will be required prepare such books and records with respect to provide portfolio reports to the each Portfolio Segment’s securities transactions as requested by Adviser and will furnish Adviser and the Fund’s Board of Trustees on a quarterly basis including but not limited to such periodic and special reports as the following data items: market review and outlook, portfolio specific commentary, portfolio composition data, portfolio allocation, portfolio performance versus the index, portfolio characteristic data (ie, price/earnings price/book, dividend yield), sector allocation, sector performance, audited portfolio holdings and portfolio purchases and sales.Board or Adviser may reasonably request; (gh) will vote all proxies with respect to securities in each Portfolio Segment in accordance with the policies, procedures and guidelines Sub-Adviser may establish from time to time, without any required consultation with Adviser or the Fund’s Board of Trustees and without any required notice to Adviser or the Fund’s Board of Trustees in advance of or subsequent to any action taken with respect to the voting of proxies. Sub-adviser will not take any action or render any advice with respect to any assets held in the Fund Portfolios that are named in or subject to any legal action, including a class actionSegment; and (hi) will act upon reasonable instructions from Adviser which, in the reasonable determination of Sub-Adviser, are not inconsistent with Sub-Adviser’s fiduciary duties under this Agreement.

Sub-Adviser. Services Subject always to the supervision of the Fund’s 's Board of Trustees (“Board of Trustees” or “Trustees”) Directors and Adviser, Sub-Adviser will furnish an investment program in respect of, and make investment decisions for, such portion of the assets of each Fund Portfolio as Adviser shall from time to time designate (each a “"Portfolio Segment”") and place all orders for the purchase and sale of securities on behalf of each Portfolio Segment. In the performance of its duties, Sub-Adviser will satisfy its fiduciary duties to the Fund and each Fund Portfolio and will monitor a each Portfolio Segment’s 's investments, and will comply with the provisions of the Fund’s Declaration 's Articles of Trust Incorporation and By-laws, as amended from time to time, and the stated investment objectives, policies and restrictions of each Fund Portfolio as set forth in the prospectus and Statement of Additional Information for each Fund Portfolio, as amended from time to time, as well as any other objectives, policies or limitations as may be provided by Adviser to Sub-Adviser in writing from time to time. The Sub-Adviser shall not be liable to the Adviser, the Fund or any of the Fund's shareholders as a result of any act, conduct or omission of the Adviser, any other sub-adviser or any other service provider to the Fund or any of their respective officers, employees, affiliates or agents. Sub-Adviser will provide reports at least quarterly to the Board of Trustees and to Adviser. Sub-Adviser will make its officers and employees available to Adviser and the Board of Trustees Directors from time to time at reasonable times to review investment policies of each Fund Portfolio with respect to each Portfolio Segment and to consult with Adviser regarding the investment affairs of each Portfolio Segment. Sub-Adviser agrees that it: (a) will use the same skill and care in providing such services as are required to provide services to fiduciary accounts; (b) will conform with all applicable provisions of the 1940 Act and rules and regulations of the Securities and Exchange Commission (“SEC”) in all material respects and in addition will conduct its activities under this Agreement in accordance with any applicable laws and regulations of any governmental authority pertaining to its investment advisory activities, including all portfolio diversification requirements necessary for each Portfolio Segment to comply with subchapter M and Section 817(h) of the Internal Revenue Code as if each it were a regulated investment company thereunder; (bc) to the extent authorized directed by Adviser in writing, and to the extent permitted by law, will execute purchases and sales of portfolio securities and other investments for each Portfolio Segment through brokers or dealers designated by management of the Fund to Adviser for the purpose of providing direct benefits to the Fund, provided that Sub-Adviser determines that such brokers or dealers will provide best execution in view of all appropriate factorssuch other benefits, and is hereby authorized as the agent of the Fund to give instructions to the Fund’s 's custodian as to deliveries of securities or other investments and payments of cash of each Portfolio Segment to such brokers or dealers for the account of the relevant Fund Portfolio. Adviser and the Fund understand that the brokerage commissions or transaction costs in such transactions may be higher than those which the Sub-Adviser could obtain from another broker or dealer, in order to obtain such benefits for the Fund.; (cd) is authorized to and will select all other brokers or dealers that will execute the purchases and sales of portfolio securities for each Portfolio Segment and is hereby authorized as the agent of the Fund to give instructions to the Fund’s 's custodian as to deliveries of securities or other investments and payments of cash of each Portfolio Segment for the account of each Fund Portfolio. In making such selection, Sub-Adviser is directed endeavor to use its best efforts to obtain best execution, which includes most favorable net results and execution of a each Portfolio Segment’s 's orders, taking into account all appropriate factors, including including, but not limited to, price, dealer spread or commission, size and difficulty of the transaction and research or other services provided. With respect to transactions under sub-paragraph (c) or this sub-paragraph (d), it is understood that Sub-Adviser will not be deemed to have acted unlawfully, or to have breached a fiduciary duty to the Fund or in respect of any Fund Portfolio, or be in breach of any obligation owing to the Fund or in respect of any each Fund Portfolio under this Agreement, or otherwise, solely by reason of its having caused a Fund Portfolio to pay a member of a securities exchange, a broker or a dealer a commission for effecting a securities transaction of a Fund Portfolio in excess of the amount of commission another member of an exchange, broker or dealer would have charged if Sub-Adviser determined in good faith that the commission paid was reasonable in relation to the brokerage and research services provided by such member, broker, or dealer, viewed in terms of that particular transaction or Sub-Adviser’s 's overall responsibilities with respect to its accounts, including the Fund, as to which it exercises investment discretion. NWQ shall not be liable to the Adviser or the Fund for any act, conduct or omission of any broker selected by NWQ to provide transaction or other services to the Fund, any Fund Portfolio and/or any Portfolio Segment, provided such broker was selected with reasonable care. The Adviser may, from time to time, engage other sub-advisers to advise portions of a Fund Portfolio other than the Portfolio Segment. The Sub-Adviser agrees that it will not consult with any other sub-adviser engaged by the Adviser with respect to transactions in securities or other assets concerning a Fund Portfolio, except to the extent permitted by certain exemptive rules under the 1940 Act that permit certain transactions with a sub-adviser or its affiliates; (de) is authorized to consider for investment by each Portfolio Segment securities that may also be appropriate for other funds and/or clients served by Sub-Adviser. To assure fair treatment of each Portfolio Segment and all other clients of Sub-Adviser in situations in which two a Fund and one or more other clients’ ' accounts participate simultaneously in a buy or sell program involving the same security, such transactions will be allocated among each Portfolio Segment and such other clients in a manner deemed equitable by Sub-Adviser. Sub-Adviser is authorized to aggregate purchase and sale orders for securities held (or to be held) in each Portfolio Segment with similar orders being made on the same day for other eligible client accounts or portfolios managed by Sub-Adviser. When an order is so aggregated, the actual prices applicable to the aggregated transaction will be averaged and each Portfolio Segment and each other account or portfolio participating in the aggregated transaction will be treated as having purchased or sold its portion of the securities at such average price, and all transaction costs incurred in effecting the aggregated transaction will be shared on a pro-rata basis among the accounts or portfolios (including each the Portfolio Segment) participating in the transaction. Adviser and the Fund understand that Sub-Adviser may not be able to aggregate transactions through brokers or dealers designated by Adviser with transactions through brokers or dealers selected by Sub-Adviser, in which event the prices paid or received by each Portfolio Segment will not be so averaged and may be higher or lower than those paid or received by other accounts or portfolios of Sub-Adviser.; (ef) will report regularly to Adviser and to the Board of Trustees Directors and will make appropriate persons available for the purpose of reviewing with representatives of Adviser and the Board of Trustees Directors on a regular basis at reasonable times the management of each Portfolio Segment, including without limitation, review of the general investment strategies of each Portfolio Segment, the performance of each Portfolio Segment in relation to standard industry indices, stock market and interest rate considerations and general conditions affecting the marketplace, and will provide various other reports from time to time as reasonably requested by Adviser; (fg) will be required prepare such books and records with respect to provide portfolio reports to the each Portfolio Segment's securities transactions as requested by Adviser and will furnish Adviser and the Fund’s 's Board of Trustees on a quarterly basis including but not limited to Directors such periodic and special reports as the following data items: market review and outlook, portfolio specific commentary, portfolio composition data, portfolio allocation, portfolio performance versus the index, portfolio characteristic data (ie, price/earnings price/book, dividend yield), sector allocation, sector performance, audited portfolio holdings and portfolio purchases and sales.Board or Adviser may reasonably request; (gh) will vote all proxies with respect to securities in each Portfolio Segment in accordance with the policies, procedures and guidelines Sub-Adviser may establish from time to time, without any required consultation with Adviser or the Fund’s Board of Trustees and without any required notice to Adviser or the Fund’s Board of Trustees in advance of or subsequent to any action taken with respect to the voting of proxies. Sub-adviser will not take any action or render any advice with respect to any assets held in the Fund Portfolios that are named in or subject to any legal action, including a class actionSegment; and (hi) will act upon reasonable instructions from Adviser which, in the reasonable determination of Sub-Adviser, are not inconsistent with Sub-Adviser’s 's fiduciary duties under this Agreement. Sub-Adviser's ability to provide the services in this Section (2) is pursuant to the Adviser's authority to delegate advisory duties under the Advisory Agreement between the Adviser and the Fund, dated April 1, 2002. To the extent that the terms of this Section (2) differ from the terms the Advisory Agreement, the terms of the Advisory Agreement shall govern. Adviser agrees and/or represents that: (a) it and the Fund prepared the Fund's Prospectus and SAI (collectively, "Registration Materials") and the Fund's Registration Materials (including Prospectus) complies in all material respects with all applicable laws, rules and regulations in every jurisdiction in which it will be used; (b) the Fund's Registration Materials (including Prospectus) does not contain any untrue statement of a material fact or omit to state any material fact required by any applicable law to be stated therein or necessary to make the statements therein not misleading under applicable law; (c) it and the Fund and all of their respective officers, directors, partners, employees and agents will comply with all applicable laws and rules related to the Adviser, the Fund, the offering and sale of Fund shares and the business of the Fund; (d) If Sub-Adviser suffers any loss or expense as a result of any regulatory investigation or inquiry or other legal action or suit brought or threatened to be brought by any person or entity in connection with the performance of Sub-Adviser' duties as investment adviser under this Agreement and Sub-Adviser has acted without breach of its fiduciary duty, willful misfeasance, bad faith, gross negligence or reckless disregard of its obligations hereunder, Sub-Adviser will be indemnified, held harmless and reimbursed by the Adviser and the Fund, jointly and severally, against the loss and expense, including reasonable attorneys' fees and other expenses, incurred by Sub-Adviser and amounts paid in satisfaction of judgments or in a compromise or settlement (provided, however, that no such compromise and settlement shall be made by Sub-Adviser without the prior written consent of the Adviser and the Fund). Sub-Adviser shall be entitled to advances from the Adviser and the Fund, jointly and severally, for payment of the reasonable expenses incurred by it in connection with investigating or defending any matter as to which it is seeking indemnification. (e) The Adviser and the Fund acknowledge that Sub-Adviser has no authority or responsibility with respect to the structure of the Fund, the promotion, marketing or sale of the Fund's shares (other than with respect to the accuracy of information provided by Sub-Adviser to the Fund or Adviser in writing), the Fund's relations or dealings with investors and shareholders, the disclosure provided to investors and shareholders or the supervision of the day-to-day activities of the Adviser, any custodian, other sub-advisers or any administrator. The Adviser and the Fund each agree to indemnify and hold harmless Sub-Adviser and each person who controls or is controlled by Sub-Adviser against any and all losses, claims, damages and liabilities, joint or several (including any reasonable investigation, legal and other expenses) and any amount paid in settlement of any action, suit or proceeding or any claim asserted, as incurred, to which any of them may become subject under any applicable law or otherwise, insofar as such losses, claims, damages or liabilities arise out of or are based upon: (i) any untrue statement or alleged untrue statement of a material fact contained in the Fund's Registration Materials (including Prospectus) or any amendment thereof, or any omission or alleged omission to state therein a material fact required by any applicable law to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading under applicable law (other than statements provided by Sub-Adviser to the Fund or Adviser in writing); (ii) the issue, sale and distribution of the of the Fund's shares; (iii) any action taken or omitted to be taken by Sub-Adviser with the consent of, pursuant to the instructions given by, or in reliance on information provided by, the Adviser or the Fund; (iv) any action taken or omitted to be taken by the Adviser or the Fund or any other sub-adviser to the Fund (other than in reliance on information provided by Sub-Adviser to the Fund or Adviser in writing); (v) any breach by the Adviser or the Fund of any representation or warranty, or any failure by the Adviser or the Fund to comply with any agreement, contained in this Agreement or (vi) any action taken or omitted to be taken by administrator or custodian (A) without or contrary to instructions given by Sub-Adviser, (B) with the consent of or pursuant to instructions given by the Adviser or the Fund, or (C) pursuant to instructions given by Sub-Adviser without negligence, willful misfeasance, bad faith or reckless disregard of its obligations or duties under this Agreement. The indemnification obligations herein will be in addition to any liability that the Adviser or the Fund may otherwise have.

Sub-Adviser. Services Subject always to the supervision of the Fund’s Board of Trustees (“Board of Trustees” or “Trustees”) and Adviser, Sub-Adviser will furnish an investment program in respect of, and make investment decisions for, such portion of the assets of each Fund Portfolio as Adviser shall from time to time designate (each a “Portfolio Segment”) and place all orders for the purchase and sale of securities on behalf of each Portfolio Segment. Within its portion of the Portfolio Segment also managed by its affiliate Western Asset Management Company, Sub-Adviser will make all investment-related decisions for those investments not denominated in United States dollars, subject to any constraints outlined in further guidance provided to Sub-Adviser by Adviser. Sub-Adviser agrees that the non-dollar portion of the Portfolio Segment shall not exceed 15% of the Portfolio Segment’s market value. In the performance of its duties, Sub-Adviser will satisfy its fiduciary duties to the Fund and each Fund Portfolio and will monitor a Portfolio Segment’s investments, and will comply with the provisions of the Fund’s Declaration of Trust and By-laws, as amended from time to time, and the stated investment objectives, policies and restrictions of each Fund Portfolio as set forth in the prospectus and Statement of Additional Information for each Fund Portfolio, as amended from time to time, as well as any other objectives, policies or limitations as may be provided by Adviser to Sub-Adviser in writing from time to time. Sub-Adviser will provide reports at least quarterly to the Board of Trustees and to Adviser. Sub-Adviser will make its officers and employees available to Adviser and the Board of Trustees from time to time at reasonable times to review investment policies of each Fund Portfolio with respect to each Portfolio Segment and to consult with Adviser regarding the investment affairs of each Portfolio Segment. Sub-Adviser agrees that it: (a) will use the same skill and care in providing such services as it uses in providing services to fiduciary accounts for which it has investment responsibilities; (b) will conform with all applicable provisions of the 1940 Act and rules and regulations of the Securities and Exchange Commission in all material respects and in addition will conduct its activities under this Agreement in accordance with any applicable laws and regulations of any governmental authority pertaining to its investment advisory activities, including all portfolio diversification requirements necessary for each Portfolio Segment to comply with subchapter M and Section 817(h) of the Internal Revenue Code as if each were a regulated investment company thereunder; (bc) to the extent authorized by Adviser in writing, and to the extent permitted by law, will execute purchases and sales of portfolio securities and other investments for each Portfolio Segment through brokers or dealers designated by management of the Fund to Adviser for the purpose of providing direct benefits to the Fund, provided that Sub-Adviser determines that such brokers or dealers will provide best execution in view of all appropriate factors, and is hereby authorized as the agent of the Fund to give instructions to the Fund’s custodian as to deliveries of securities or other investments and payments of cash of each Portfolio Segment to such brokers or dealers for the account of the relevant Fund Portfolio. Adviser and the Fund understand that the brokerage commissions or transaction costs in such transactions may be higher than those which the Sub-Adviser could obtain from another broker or dealer, in order to obtain such benefits for the Fund. (cd) is authorized to and will select all other brokers or dealers that will execute the purchases and sales of portfolio securities for each Portfolio Segment and is hereby authorized as the agent of the Fund to give instructions to the Fund’s custodian as to deliveries of securities or other investments and payments of cash of each Portfolio Segment for the account of each Fund Portfolio. In making such selection, Sub-Adviser is directed endeavor to use its best efforts to obtain best execution, which includes most favorable net results and execution of a Portfolio Segment’s orders, taking into account all appropriate factors, including price, dealer spread or commission, size and difficulty of the transaction and research or other services provided. With respect to transactions under sub-paragraph (c) or this sub-paragraph (d), it is understood that Sub-Adviser will not be deemed to have acted unlawfully, or to have breached a fiduciary duty to the Fund or in respect of any Fund Portfolio, or be in breach of any obligation owing to the Fund or in respect of any Fund Portfolio under this Agreement, or otherwise, solely by reason of its having caused a Fund Portfolio to pay a member of a securities exchange, a broker or a dealer a commission for effecting a securities transaction of a Fund Portfolio in excess of the amount of commission another member of an exchange, broker or dealer would have charged if Sub-Adviser determined in good faith that the commission paid was reasonable in relation to the brokerage and research services provided by such member, broker, or dealer, viewed in terms of that particular transaction or Sub-Adviser’s overall responsibilities with respect to its accounts, including the Fund, as to which it exercises investment discretion; (de) is authorized to consider for investment by each Portfolio Segment securities that may also be appropriate for other funds and/or clients served by Sub-Adviser. To assure fair treatment of each Portfolio Segment and all other clients of Sub-Adviser in situations in which two or more clients’ accounts participate simultaneously in a buy or sell program involving the same security, such transactions will be allocated among each Portfolio Segment and other clients in a manner deemed equitable by Sub-Adviser. Sub-Adviser is authorized to aggregate purchase and sale orders for securities held (or to be held) in each Portfolio Segment with similar orders being made on the same day for other client accounts or portfolios managed by Sub-Adviser. When an order is so aggregated, the actual prices applicable to the aggregated transaction will be averaged and each Portfolio Segment and each other account or portfolio participating in the aggregated transaction will be treated as having purchased or sold its portion of the securities at such average price, and all transaction costs incurred in effecting the aggregated transaction will be shared on a pro-rata basis among the accounts or portfolios (including each Portfolio Segment) participating in the transaction. Adviser and the Fund understand that Sub-Adviser may not be able to aggregate transactions through brokers or dealers designated by Adviser with transactions through brokers or dealers selected by Sub-Adviser, in which event the prices paid or received by each Portfolio Segment will not be so averaged and may be higher or lower than those paid or received by other accounts or portfolios of Sub-Adviser.; (ef) will report regularly to Adviser and to the Board of Trustees and will make appropriate persons available for the purpose of reviewing with representatives of Adviser and the Board of Trustees on a regular basis at reasonable times the management of each Portfolio Segment, including without limitation, review of the general investment strategies of each Portfolio Segment, the performance of each Portfolio Segment in relation to standard industry indices, interest rate considerations and general conditions affecting the marketplace, and will provide various other reports from time to time as reasonably requested by Adviser; (fg) will be required prepare such books and records with respect to provide portfolio reports to the each Portfolio Segment’s securities transactions as requested by Adviser and will furnish Adviser and the Fund’s Board of Trustees on a quarterly basis including but not limited to such periodic and special reports as the following data items: market review and outlook, portfolio specific commentary, portfolio composition data, portfolio allocation, portfolio performance versus the index, portfolio characteristic data (ie, price/earnings price/book, dividend yield), sector allocation, sector performance, audited portfolio holdings and portfolio purchases and sales.Board or Adviser may reasonably request; (gh) will vote all proxies with respect to securities in each Portfolio Segment in accordance with the policies, procedures and guidelines Sub-Adviser may establish from time to time, without any required consultation with Adviser or the Fund’s Board of Trustees and without any required notice to Adviser or the Fund’s Board of Trustees in advance of or subsequent to any action taken with respect to the voting of proxies. Sub-adviser will not take any action or render any advice with respect to any assets held in the Fund Portfolios that are named in or subject to any legal action, including a class actionSegment; and (hi) will act upon reasonable instructions from Adviser which, in the reasonable determination of Sub-Adviser, are not inconsistent with Sub-Adviser’s fiduciary duties under this Agreement.

Sub-Adviser. Services Subject always to the supervision of the Fund’s Board of Trustees (“Board of Trustees” or “Trustees”) and Adviser, The Sub-Adviser will furnish an Adviser's power to direct the investment program in respect of, and make investment decisions for, such portion reinvestment of the assets of each Fund the Portfolio as Adviser shall from time to time designate (each a “Portfolio Segment”) and place all orders for be exercised in accordance with applicable law, the purchase and sale Company's Articles of securities on behalf of each Portfolio Segment. In the performance of its duties, Sub-Adviser will satisfy its fiduciary duties to the Fund and each Fund Portfolio and will monitor a Portfolio Segment’s investments, and will comply with the provisions of the Fund’s Declaration of Trust and By-laws, as amended from time to time, Incorporation and the stated investment objectives, policies and restrictions of each Fund Portfolio as set forth in the prospectus then-current Prospectus and Statement of Additional Information for each Fund Portfolio(collectively the "Prospectus") relating to the Portfolio contained in the Company's Registration Statement under the 1940 Act and the Securities Act of 1933, as amended from time amended. The Company and/or the Manager may also place additional limitations on the Sub-Adviser's investment decisions by written notice to time, as well as any other objectives, policies or limitations as may be provided by Adviser the Sub-Adviser. The Company agrees to provide promptly to the Sub-Adviser in writing from time a copy of the documents mentioned above and all changes made to timesuch documents. The Sub-Adviser shall not be bound by any changes to the Company's Articles of Incorporation or the Prospectus relating to the Portfolio until the Sub-Adviser has received actual written notice of any such change. While the Sub-Adviser will provide reports at least quarterly have day-to-day responsibility for the discretionary investment decisions to be made on behalf of the Board of Trustees and to Adviser. Portfolio, the Sub-Adviser will make its officers and employees available be subject to Adviser and oversight by the Board Manager. Such oversight, however, shall not require prior approval of Trustees from time to time at reasonable times to review discretionary investment policies of each Fund Portfolio with respect to each Portfolio Segment and to consult with Adviser regarding decisions made by the investment affairs of each Portfolio Segment. Sub-Adviser agrees that it: (a) will conform except as may be required by applicable law, the Portfolio's investment policies and restrictions and/or any limitations imposed on the Sub-Adviser by the Company and/or the Manager pursuant to the preceding paragraph. The Manager shall retain the right to instruct the Sub-Adviser to effect any transactions necessary to ensure compliance with all applicable the Portfolio's investment policies and restrictions as well as the requirements of Subchapter M of the Internal Revenue Code and the provisions of the 1940 Act and rules and regulations of the Securities and Exchange Commission in all material respects and in addition will conduct its activities under this Agreement in accordance with any applicable laws and regulations of any governmental authority pertaining to its investment advisory activities, including all portfolio diversification requirements necessary for each Portfolio Segment to comply with subchapter M and Section 817(h) of the Internal Revenue Code as if each were a regulated and the regulations promulgated thereunder. In the event the Sub-Adviser's compliance with any amendment of the Portfolio's investment company thereunder; (b) objectives, policies and restrictions or other limitations placed on the Sub-Adviser's investment decisions with respect to the extent authorized by Adviser in writing, and Portfolio would interfere with the completion of any transaction commenced on behalf of the Portfolio prior to the extent permitted by law, will execute purchases and sales of portfolio securities and other investments for each Portfolio Segment through brokers or dealers designated by management of the Fund to Adviser for the purpose of providing direct benefits to the Fund, provided that Sub-Adviser determines that Adviser's knowledge of such brokers or dealers will provide best execution in view of all appropriate factorsamendment, and is hereby authorized as the agent of the Fund to give instructions to the Fund’s custodian as to deliveries of securities or other investments and payments of cash of each Portfolio Segment to such brokers or dealers for the account of the relevant Fund Portfolio. Adviser and the Fund understand that the brokerage commissions or transaction costs in such transactions may be higher than those which the Sub-Adviser could obtain from another broker may complete such transaction unless doing so would violate any applicable law, rule or dealer, in order to obtain such benefits for the Fund. (c) is authorized to and will select all other brokers or dealers that will execute the purchases and sales of portfolio securities for each Portfolio Segment and is hereby authorized as the agent of the Fund to give instructions to the Fund’s custodian as to deliveries of securities or other investments and payments of cash of each Portfolio Segment for the account of each Fund Portfolioregulation. In making such selectionan event, Sub-Adviser is directed endeavor to use its best efforts to obtain best execution, which includes most favorable net results and execution of a Portfolio Segment’s orders, taking into account all appropriate factors, including price, dealer spread or commission, size and difficulty of the transaction and research or other services provided. With respect to transactions under sub-paragraph (c) or this sub-paragraph (d), it is understood that Sub-Adviser will not be deemed to have acted unlawfullyresponsible for any loss that may result from the completion of the transaction. Further, or to have breached a fiduciary duty to the Fund or and except as may be qualified elsewhere in respect of any Fund Portfolio, or be in breach of any obligation owing to the Fund or in respect of any Fund Portfolio under this Agreement, or otherwise, solely by reason of its having caused a Fund Portfolio to pay a member of a securities exchange, a broker or a dealer a commission for effecting a securities transaction of a Fund Portfolio in excess of the amount of commission another member of an exchange, broker or dealer would have charged if Sub-Adviser determined in good faith that the commission paid was reasonable in relation to the brokerage and research services provided by such member, broker, or dealer, viewed in terms of that particular transaction or Sub-Adviser’s overall responsibilities with respect to its accounts, including the Fund, as to which it exercises investment discretion; (d) is authorized to consider for investment by each Portfolio Segment securities that may also be appropriate for other funds and/or clients served by Sub-Adviser. To assure fair treatment of each Portfolio Segment and all other clients of Sub-Adviser in situations in which two or more clients’ accounts participate simultaneously in a buy or sell program involving the same security, such transactions will be allocated among each Portfolio Segment and other clients in a manner deemed equitable by Sub-Adviser. Sub-Adviser is authorized hereby authorized, for and on behalf of the Company, with respect to aggregate purchase the Portfolio, in its discretion to: exercise any conversion and/or subscription rights available in connection with any securities or other investments held in the Portfolio; maintain all or part of the Portfolio's assets uninvested in short-term income-producing instruments for such periods of time as shall be deemed reasonable and sale orders for securities held (or to be held) in each Portfolio Segment with similar orders being made on prudent by the same day for other client accounts or portfolios managed by Sub-Adviser. When an order is so aggregated; instruct the Custodian, in accordance with the actual prices applicable Custodian Agreement, to deliver for cash received, securities or other cash and/or securities instruments sold, exchanged, redeemed or otherwise disposed of from the Portfolio, and to pay cash for securities or other cash and/or securities instruments delivered to the aggregated transaction will be averaged and each Custodian and/or credited to the Portfolio Segment and each other account or portfolio participating in the aggregated transaction will be treated as having purchased or sold its portion upon acquisition of the securities at such average price, and all transaction costs incurred in effecting the aggregated transaction will be shared on a pro-rata basis among the accounts or portfolios (including each Portfolio Segment) participating in the transaction. Adviser and the Fund understand that Sub-Adviser may not be able to aggregate transactions through brokers or dealers designated by Adviser with transactions through brokers or dealers selected by Sub-Adviser, in which event the prices paid or received by each Portfolio Segment will not be so averaged and may be higher or lower than those paid or received by other accounts or portfolios of Sub-Adviser.; (e) will report regularly to Adviser and to the Board of Trustees and will make appropriate persons available same for the purpose of reviewing with representatives of Adviser and the Board of Trustees on a regular basis at reasonable times the management of each Portfolio Segment, including without limitation, review of the general investment strategies of each Portfolio Segment, the performance of each Portfolio Segment in relation Portfolio; determine how to standard industry indices, interest rate considerations and general conditions affecting the marketplace, and will provide various other reports from time to time as reasonably requested by Adviser; (f) will be required to provide portfolio reports to the Adviser and the Fund’s Board of Trustees on a quarterly basis including but not limited to the following data items: market review and outlook, portfolio specific commentary, portfolio composition data, portfolio allocation, portfolio performance versus the index, portfolio characteristic data (ie, price/earnings price/book, dividend yield), sector allocation, sector performance, audited portfolio holdings and portfolio purchases and sales. (g) will vote all proxies received with respect to securities held in each the Portfolio Segment in accordance with and direct the policies, procedures and guidelines Sub-Adviser may establish from time to time, without any required consultation with Adviser or the Fund’s Board of Trustees and without any required notice to Adviser or the Fund’s Board of Trustees in advance of or subsequent to any action taken with respect Custodian as to the voting of such proxies. ; and generally, perform any other act necessary to enable the Sub-adviser will not take any action or render any advice with respect Adviser to any assets held in the Fund Portfolios that are named in or subject to any legal action, including a class action; and (h) will act upon reasonable instructions from Adviser which, in the reasonable determination of Sub-Adviser, are not inconsistent with Sub-Adviser’s fiduciary duties carry out its obligations under this Agreement.

Sub-Adviser. Services SERVICES Subject always to the supervision of the Fund’s 's Board of Trustees (“Board of Trustees” or “Trustees”) Directors and Adviser, Sub-Adviser will furnish an investment program in respect of, and make investment decisions for, such portion of the assets of each Fund Portfolio as Adviser shall from time to time designate (each a “"Portfolio Segment”") and place all orders for the purchase and sale of securities on behalf of each Portfolio Segment. In the performance of its duties, Sub-Adviser will satisfy its fiduciary duties to the Fund and each Fund Portfolio and will monitor a each Portfolio Segment’s 's investments, and will comply with the provisions of the Fund’s Declaration 's Articles of Trust Incorporation and By-laws, as amended from time to time, and the stated investment objectives, policies and restrictions of each Fund Portfolio as set forth in the prospectus and Statement of Additional Information for each Fund Portfolio, as amended from time to time, as well as any other objectives, policies or limitations as may be provided by Adviser to Sub-Adviser in writing from time to time. Sub-Adviser will provide reports at least quarterly to the Board of Trustees and to Adviser. Sub-Adviser will make its officers and employees available to Adviser and the Board of Trustees Directors from time to time at reasonable times to review investment policies of each Fund Portfolio with respect to each Portfolio Segment and to consult with Adviser regarding the investment affairs of each Portfolio Segment. Communications with Adviser, at a minimum, should include: (a) monthly accounting statements including: portfolio holdings; portfolio income and accruals; transactions (buys/sells); contribution/withdrawal activity; and reconciliation between month-end valuations of cash and positions provided by the Custodian and Sub-Manager's own valuations of same, and itemizing and explaining any differences; (b) monthly performance statements including: total returns stated in gross- and net-of-Sub-Adviser agrees that it: (a) will conform with all applicable provisions of the 1940 Act and rules and regulations of the Securities and Exchange Commission in all material respects and in addition will conduct its activities under this Agreement in accordance with any applicable laws and regulations of any governmental authority pertaining to its investment advisory activities, including all portfolio diversification requirements necessary for each Portfolio Segment to comply with subchapter M and Section 817(h) of the Internal Revenue Code as if each were a regulated investment company thereunder; (b) to the extent authorized by Adviser in writing, and to the extent permitted by law, will execute purchases and sales of portfolio securities and other investments for each Portfolio Segment through brokers or dealers designated by management of the Fund to Adviser for the purpose of providing direct benefits to the Fund, provided that Sub-Adviser determines that such brokers or dealers will provide best execution in view of all appropriate factors, and is hereby authorized as the agent of the Fund to give instructions to the Fund’s custodian as to deliveries of securities or other investments and payments of cash of each Portfolio Segment to such brokers or dealers for the account of the relevant Fund Portfolio. Adviser and the Fund understand that the brokerage commissions or transaction costs in such transactions may be higher than those which the Sub-Adviser could obtain from another broker or dealer, in order to obtain such benefits for the Fund. related fee terms ; (c) is authorized to and will select all other brokers or dealers that will execute the purchases and sales of portfolio securities for each Portfolio Segment and is hereby authorized as the agent of the Fund to give instructions to the Fund’s custodian as to deliveries of securities or other investments and payments of cash of each Portfolio Segment for the account of quarterly written statements, including actions taken in each Fund Portfolio, the current outlook, expected changes in each Fund Portfolio, and performance results; (d) meetings with Adviser as determined by Adviser from time-to-time at reasonable times; (e) reporting of pertinent changes in the firm as they occur, by phone and in writing. In making such selectionPertinent changes include, but are not limited to, the following: changes in ownership; changes in key personnel; major changes in areas of responsibility of key personnel; and changes in investment philosophy or major strategies; (f) quarterly affirmation statement of compliance with investment guidelines; and (g) an annual statement of market outlook and investment strategy. To the extent available, Sub-Adviser is directed endeavor to use its best efforts to obtain best execution, which includes most favorable net results and execution of a Portfolio Segment’s orders, taking into account all appropriate factors, including price, dealer spread or commission, size and difficulty of the transaction and research or other services provided. With respect to transactions under sub-paragraph (c) or this sub-paragraph (d), it is understood that Sub-Adviser will not be deemed to have acted unlawfully, or to have breached a fiduciary duty to the Fund or in respect of any Fund Portfolio, or be in breach of any obligation owing to the Fund or in respect of any Fund Portfolio under this Agreement, or otherwise, solely by reason of its having caused a Fund Portfolio to pay a member of a securities exchange, a broker or a dealer a commission for effecting a securities transaction of a Fund Portfolio in excess of the amount of commission another member of an exchange, broker or dealer would have charged if Sub-Adviser determined in good faith that the commission paid was reasonable in relation to the brokerage and research services provided by such member, broker, or dealer, viewed in terms of that particular transaction or Sub-Adviser’s overall responsibilities with respect to its accounts, including the Fund, as to which it exercises investment discretion; (d) is authorized to consider for investment by each Portfolio Segment securities that may also be appropriate for other funds and/or clients served by Sub-Adviser. To assure fair treatment of each Portfolio Segment and all other clients of Sub-Adviser in situations in which two or more clients’ accounts participate simultaneously in a buy or sell program involving the same security, such transactions will be allocated among each Portfolio Segment and other clients in a manner deemed equitable by Sub-Adviser. Sub-Adviser is authorized to aggregate purchase and sale orders for securities held (or to be held) in each Portfolio Segment with similar orders being made on the same day for other client accounts or portfolios managed by Sub-Adviser. When an order is so aggregated, the actual prices applicable to the aggregated transaction will be averaged and each Portfolio Segment and each other account or portfolio participating in the aggregated transaction will be treated as having purchased or sold its portion of the securities at such average price, and all transaction costs incurred in effecting the aggregated transaction will be shared on a pro-rata basis among the accounts or portfolios (including each Portfolio Segment) participating in the transaction. Adviser and the Fund understand that Sub-Adviser may not be able to aggregate transactions through brokers or dealers designated by provide Adviser with transactions through brokers or dealers selected account information by Sube-Adviser, in which event the prices paid or received by each Portfolio Segment will not be so averaged and may be higher or lower than those paid or received by other accounts or portfolios of Sub-Advisermail upon request.; (e) will report regularly to Adviser and to the Board of Trustees and will make appropriate persons available for the purpose of reviewing with representatives of Adviser and the Board of Trustees on a regular basis at reasonable times the management of each Portfolio Segment, including without limitation, review of the general investment strategies of each Portfolio Segment, the performance of each Portfolio Segment in relation to standard industry indices, interest rate considerations and general conditions affecting the marketplace, and will provide various other reports from time to time as reasonably requested by Adviser; (f) will be required to provide portfolio reports to the Adviser and the Fund’s Board of Trustees on a quarterly basis including but not limited to the following data items: market review and outlook, portfolio specific commentary, portfolio composition data, portfolio allocation, portfolio performance versus the index, portfolio characteristic data (ie, price/earnings price/book, dividend yield), sector allocation, sector performance, audited portfolio holdings and portfolio purchases and sales. (g) will vote all proxies with respect to securities in each Portfolio Segment in accordance with the policies, procedures and guidelines Sub-Adviser may establish from time to time, without any required consultation with Adviser or the Fund’s Board of Trustees and without any required notice to Adviser or the Fund’s Board of Trustees in advance of or subsequent to any action taken with respect to the voting of proxies. Sub-adviser will not take any action or render any advice with respect to any assets held in the Fund Portfolios that are named in or subject to any legal action, including a class action; and (h) will act upon reasonable instructions from Adviser which, in the reasonable determination of Sub-Adviser, are not inconsistent with Sub-Adviser’s fiduciary duties under this Agreement.

Sub-Adviser. Services SERVICES Subject always to the supervision of the Fund’s 's Board of Trustees (“Board of Trustees” or “Trustees”) and Adviser, Sub-Adviser will furnish an investment program in respect of, and make investment decisions for, such portion of the assets of each Fund Portfolio as Adviser shall from time to time designate (each a “"Portfolio Segment”") and place all orders for the purchase and sale of securities on behalf of each Portfolio Segment. In the performance of its duties, Sub-Adviser will satisfy its fiduciary duties to the Fund and each Fund Portfolio and will monitor a each Portfolio Segment’s 's investments, and will comply with the provisions of the Fund’s 's Declaration of Trust and By-laws, as amended from time to time, and the stated investment objectives, policies and restrictions of each Fund Portfolio as set forth in the prospectus and Statement of Additional Information for each Fund Portfolio, as amended from time to time, as well as any other objectives, policies or limitations as may be provided by Adviser to Sub-Adviser in writing from time to time. Sub-Adviser will provide reports at least quarterly to the Board of Trustees and to Adviser. Sub-Adviser will make its officers and employees available to Adviser and the Board of Trustees from time to time at reasonable times to review investment policies of each Fund Portfolio with respect to each Portfolio Segment and to consult with Adviser regarding the investment affairs of each Portfolio Segment. Sub-Adviser agrees that it: (a) will use the same skill and care in providing such services as it uses in providing services to fiduciary accounts for which it has investment responsibilities; (b) will conform with all applicable provisions of the 1940 Act and rules and regulations of the Securities and Exchange Commission in all material respects and in addition will conduct its activities under this Agreement in accordance with any applicable laws and regulations of any governmental authority pertaining to its investment advisory activities, including all portfolio diversification requirements necessary for each Portfolio Segment to comply with subchapter M and Section 817(h) of the Internal Revenue Code as if each it were a regulated investment company thereunder; (bc) to the extent authorized directed by Adviser in writing, and to the extent permitted by law, will execute purchases and sales of portfolio securities and other investments for each Portfolio Segment through brokers or dealers designated by management of the Fund to Adviser for the purpose of providing direct benefits to the Fund, provided that Sub-Adviser Advisor determines that such brokers or dealers will provide best execution in view of all appropriate factorssuch other benefits, and is hereby authorized as the agent of the Fund to give instructions to the Fund’s 's custodian as to deliveries of securities or other investments and payments of cash of each Portfolio Segment to such brokers or dealers for the account of the relevant Fund Portfolio. Adviser and the Fund understand that the brokerage commissions or transaction costs in such transactions may be higher than those which the Sub-Adviser could obtain from another broker or dealer, in order to obtain such benefits for the Fund.; (cd) is authorized to and will select all other brokers or dealers that will execute the purchases and sales of portfolio securities for each Portfolio Segment and is hereby authorized as the agent of the Fund to give instructions to the Fund’s 's custodian as to deliveries of securities or other investments and payments of cash of each Portfolio Segment for the account of each Fund Portfolio. In making such selection, Sub-Adviser is directed endeavor to use its best efforts to obtain best execution, which includes most favorable net results and execution of a each Portfolio Segment’s 's orders, taking into account all appropriate factors, including price, dealer spread or commission, size and difficulty of the transaction and research or other services provided. With respect to transactions under sub-sub paragraph (c) or this sub-paragraph (d), it is understood that Sub-Adviser will not be deemed to have acted unlawfully, or to have breached a fiduciary duty to the Fund or in respect of any each Fund Portfolio, or be in breach of any obligation owing to the Fund or in respect of any each Fund Portfolio under this Agreement, or otherwise, solely by reason of its having caused a Fund Portfolio to pay a member of a securities exchange, a broker or a dealer a commission for effecting a securities transaction of a Fund Portfolio in excess of the amount of commission another member of an exchange, broker or dealer would have charged if Sub-Adviser determined in good faith that the commission paid was reasonable in relation to the brokerage and research services provided by such member, broker, or dealer, viewed in terms of that particular transaction or Sub-Adviser’s 's overall responsibilities with respect to its accounts, including the Fund, as to which it exercises investment discretion; (de) is authorized to consider for investment by each Portfolio Segment securities that may also be appropriate for other funds and/or clients served by Sub-Adviser. To assure fair treatment of each Portfolio Segment and all other clients of Sub-Adviser in situations in which two or more clients’ ' accounts participate simultaneously in a buy or sell program involving the same security, such transactions will be allocated among each Portfolio Segment and other clients in a manner deemed equitable by Sub-Adviser. Sub-Adviser is authorized to aggregate purchase and sale orders for securities held (or to be held) in each Portfolio Segment with similar orders being made on the same day for other eligible client accounts or portfolios managed by Sub-Adviser. When an order is so aggregated, the actual prices applicable to the aggregated transaction will be averaged and each Portfolio Segment and each other account or portfolio participating in the aggregated transaction will be treated as having purchased or sold its portion of the securities at such average price, and all transaction costs incurred in effecting the aggregated transaction will be shared on a pro-rata basis among the accounts or portfolios (including each the Portfolio Segment) participating in the transaction. Adviser and the Fund understand that Sub-Adviser may not be able to aggregate transactions through brokers or dealers designated by Adviser with transactions through brokers or dealers selected by Sub-Adviser, in which event the prices paid or received by each Portfolio Segment will not be so averaged and may be higher or lower than those paid or received by other accounts or portfolios of Sub-Adviser.; (ef) will report regularly to Adviser and to the Board of Trustees and will make appropriate persons available for the purpose of reviewing with representatives of Adviser and the Board of Trustees on a regular basis at reasonable times the management of each Portfolio Segment, including without limitation, review of the general investment strategies of each Portfolio Segment, the performance of each Portfolio Segment in relation to standard industry indices, interest rate considerations and general conditions affecting the marketplace, and will provide various other reports from time to time as reasonably requested by Adviser; (fg) will be required prepare such books and records with respect to provide portfolio reports to the each Portfolio Segment's securities transactions as requested by Adviser and will furnish Adviser and the Fund’s 's Board of Trustees on a quarterly basis including but not limited to such periodic and special reports as the following data items: market review and outlook, portfolio specific commentary, portfolio composition data, portfolio allocation, portfolio performance versus the index, portfolio characteristic data (ie, price/earnings price/book, dividend yield), sector allocation, sector performance, audited portfolio holdings and portfolio purchases and sales.Board or Adviser may reasonably request; (gh) will vote all proxies with respect to securities in each Portfolio Segment in accordance with the policies, procedures and guidelines Sub-Adviser may establish from time to time, without any required consultation with Adviser or the Fund’s Board of Trustees and without any required notice to Adviser or the Fund’s Board of Trustees in advance of or subsequent to any action taken with respect to the voting of proxies. Sub-adviser will not take any action or render any advice with respect to any assets held in the Fund Portfolios that are named in or subject to any legal action, including a class action; andSegment; (hi) will act upon reasonable instructions from Adviser which, in the reasonable determination of Sub-Adviser, are not inconsistent with Sub-Adviser’s 's fiduciary duties under this Agreement; and (j) will not consult with any other sub-adviser of the Fund concerning transactions in securities or other assets for any Fund Portfolio, except that such consultations are permitted between the current and successor sub-advisers of a Fund Portfolio in order to effect an orderly transition of sub-advisory duties so long as such consultations are not concerning transactions prohibited by Section 17(a) of the 1940 Act.

Sub-Adviser. Services Subject always to the supervision of the Fund’s Board of Trustees (“Board of Trustees” or “Trustees”) and Adviser, The Sub-Adviser will furnish an Adviser's power to direct the investment program in respect of, and make investment decisions for, such portion reinvestment of the assets of each Fund the Portfolio as Adviser shall from time to time designate (each a “Portfolio Segment”) and place all orders for be exercised in accordance with applicable law, the purchase and sale Company's Articles of securities on behalf of each Portfolio Segment. In the performance of its duties, Sub-Adviser will satisfy its fiduciary duties to the Fund and each Fund Portfolio and will monitor a Portfolio Segment’s investments, and will comply with the provisions of the Fund’s Declaration of Trust and By-laws, as amended from time to time, Incorporation and the stated investment objectives, policies and restrictions of each Fund Portfolio as set forth in the prospectus then-current Prospectus and Statement of Additional Information for each Fund Portfolio(collectively the "Prospectus") relating to the Portfolio contained in the Company's Registration Statement under the 1940 Act and the Securities Act of 1933, as amended from time to time, as well as any other objectives, policies or amended. Additional limitations as may be provided placed on the Sub-Adviser's investment decisions: (i) as required by Adviser applicable law; (ii) by the Company's Board of Directors upon sixty (60) days written notice to the Sub-Adviser; and/or (iii) by mutual agreement between the Company, the Manager and the Sub-Adviser. The Company agrees to provide promptly to the Sub-Adviser in writing from time a copy of the documents mentioned above and all changes and amendments made to timesuch documents. While the Sub-Adviser will provide reports at least quarterly have day-to-day responsibility for the discretionary investment decisions to be made on behalf of the Board of Trustees and to Adviser. Portfolio, the Sub-Adviser will make its officers and employees available be subject to Adviser and oversight by the Board Manager. Such oversight, however, shall not require prior approval of Trustees from time to time at reasonable times to review discretionary investment policies of each Fund Portfolio with respect to each Portfolio Segment and to consult with Adviser regarding decisions made by the investment affairs of each Portfolio Segment. Sub-Adviser agrees that it: (a) will conform except as may be required by applicable law, the Portfolio's investment policies and restrictions and/or any limitations imposed on the Sub-Adviser by the Company and/or the Manager pursuant to the preceding paragraph. The Manager shall retain the right to instruct the Sub-Adviser to effect any transactions necessary to ensure compliance with all applicable the Portfolio's investment policies and restrictions as well as the requirements of Subchapter M of the Internal Revenue Code and the provisions of the 1940 Act and rules and regulations of the Securities and Exchange Commission in all material respects and in addition will conduct its activities under this Agreement in accordance with any applicable laws and regulations of any governmental authority pertaining to its investment advisory activities, including all portfolio diversification requirements necessary for each Portfolio Segment to comply with subchapter M and Section 817(h) of the Internal Revenue Code as if each were a regulated and the regulations promulgated thereunder. In the event the Sub-Adviser's compliance with any amendment of the Portfolio's investment company thereunder; (b) objectives, policies and restrictions or other limitations placed on the Sub-Adviser's investment decisions with respect to the extent authorized by Adviser in writing, and Portfolio would interfere with the completion of any transaction commenced on behalf of the Portfolio prior to the extent permitted by law, will execute purchases and sales of portfolio securities and other investments for each Portfolio Segment through brokers or dealers designated by management of the Fund to Adviser for the purpose of providing direct benefits to the Fund, provided that Sub-Adviser determines that Adviser's knowledge of such brokers or dealers will provide best execution in view of all appropriate factorsamendment, and is hereby authorized as the agent of the Fund to give instructions to the Fund’s custodian as to deliveries of securities or other investments and payments of cash of each Portfolio Segment to such brokers or dealers for the account of the relevant Fund Portfolio. Adviser and the Fund understand that the brokerage commissions or transaction costs in such transactions may be higher than those which the Sub-Adviser could obtain from another broker may complete such transaction unless doing so would violate any applicable law, rule or dealer, in order to obtain such benefits for the Fund. (c) is authorized to and will select all other brokers or dealers that will execute the purchases and sales of portfolio securities for each Portfolio Segment and is hereby authorized as the agent of the Fund to give instructions to the Fund’s custodian as to deliveries of securities or other investments and payments of cash of each Portfolio Segment for the account of each Fund Portfolioregulation. In making such selectionan event, Sub-Adviser is directed endeavor to use its best efforts to obtain best execution, which includes most favorable net results and execution of a Portfolio Segment’s orders, taking into account all appropriate factors, including price, dealer spread or commission, size and difficulty of the transaction and research or other services provided. With respect to transactions under sub-paragraph (c) or this sub-paragraph (d), it is understood that Sub-Adviser will not be deemed to have acted unlawfullyresponsible for any loss that may result from the completion of the transaction. Further, or to have breached a fiduciary duty and except as may be qualified elsewhere in this Agreement, the Sub-Adviser is hereby authorized, for and on behalf of the Company, with respect to the Fund or in respect of any Fund Portfolio, in its discretion to: exercise any conversion and/or subscription rights available in connection with any securities or other investments held in the Portfolio; maintain all or part of the Portfolio's uninvested assets in short-term income-producing instruments for such periods of time as shall be deemed reasonable and prudent by the Sub-Adviser; instruct the Custodian, in breach accordance with the Custodian Agreement, to deliver for cash received, securities or other cash and/or securities instruments sold, exchanged, redeemed or otherwise disposed of any obligation owing from the Portfolio, and to pay cash for securities or other cash and/or securities instruments delivered to the Fund or Custodian and/or credited to the Portfolio upon acquisition of the same for the Portfolio; determine how to vote all proxies received with respect to securities held in respect the Portfolio and direct the Custodian as to the voting of such proxies; and generally, perform any Fund Portfolio other act necessary to enable the Sub-Adviser to carry out its obligations under this Agreement. SELECTION OF BROKER-DEALERS. The Sub-Adviser shall select the brokers and dealers through whom transactions on behalf of the Portfolio will be executed and the markets on or in which such transactions will be executed and shall place, in the name of the Portfolio or otherwiseits nominee (or appropriate foreign equivalent), solely by reason all such orders. In selecting brokers and dealers to execute such transactions, and in negotiating brokerage commissions, and in obtaining research, statistical and other information from brokers and dealers in connection with Portfolio transactions, the Sub-Adviser shall comply with the description of the process contained in the Prospectus. The Sub-Adviser may utilize its having caused a Fund Portfolio trading desk in performing its obligations under this Paragraph 4. The Sub-Adviser agrees that, in placing orders with broker-dealers for the purchase or sale of portfolio securities, it shall attempt to obtain quality execution at favorable security prices; provided that, on behalf of the Portfolio, the Sub-Adviser may, in its discretion, agree to pay a member broker-dealer that furnishes brokerage or research services as such services are defined under Section 28(e) of a securities exchangethe Securities Exchange Act of 1934, as amended ("1934 Act"), a broker or a higher commission than that which might have been charged by another broker-dealer a commission for effecting a securities transaction of a Fund Portfolio in excess of the amount of commission another member of an exchangesame transactions, broker or dealer would have charged if the Sub-Adviser determined determines in good faith that the such commission paid was is reasonable in relation to the brokerage and research services provided by such member, the broker, or -dealer, viewed in terms of either that particular transaction or the overall responsibilities of the Sub-Adviser’s overall responsibilities Adviser with respect to its accounts, including the Fund, accounts as to which it exercises investment discretion; discretion (das such term is defined under Section 3(a)(35) is authorized of the 1934 Act). In no instance will portfolio securities be purchased from or sold to consider for investment by each Portfolio Segment securities that may also be appropriate for other funds and/or clients served by the Sub-Adviser, or any affiliated person thereof, except in accordance with the federal securities laws and rules and regulations thereunder. To assure fair treatment of each Portfolio Segment and all It is understood that certain other clients of Sub-Adviser in situations in which two or more clients’ accounts participate simultaneously in a buy or sell program involving the same security(including other funds, such transactions will be allocated among each Portfolio Segment portfolios and other clients in a manner deemed equitable by Sub-Adviser. Sub-Adviser is authorized to aggregate purchase and sale orders for securities held (or to be heldaccounts) in each Portfolio Segment with similar orders being made on the same day for other client accounts or portfolios managed by Sub-Adviser. When an order is so aggregated, the actual prices applicable to the aggregated transaction will be averaged and each Portfolio Segment and each other account or portfolio participating in the aggregated transaction will be treated as having purchased or sold its portion of the securities at such average price, and all transaction costs incurred in effecting the aggregated transaction will be shared on a pro-rata basis among the accounts or portfolios (including each Portfolio Segment) participating in the transaction. Adviser and the Fund understand that Sub-Adviser may not be able have investment objectives and policies similar to aggregate transactions through brokers or dealers designated by Adviser with transactions through brokers or dealers selected by Sub-Adviser, in which event the prices paid or received by each Portfolio Segment will not be so averaged and may be higher or lower than those paid or received by other accounts or portfolios of Sub-Adviser.; (e) will report regularly to Adviser and to the Board of Trustees and will make appropriate persons available for the purpose of reviewing with representatives of Adviser and the Board of Trustees on a regular basis at reasonable times the management of each Portfolio Segment, including without limitation, review of the general investment strategies of each Portfolio Segment, and that the performance of each Portfolio Segment in relation to standard industry indices, interest rate considerations and general conditions affecting the marketplace, and will provide various other reports from time to time as reasonably requested by Adviser; (f) will be required to provide portfolio reports to the Adviser and the Fund’s Board of Trustees on a quarterly basis including but not limited to the following data items: market review and outlook, portfolio specific commentary, portfolio composition data, portfolio allocation, portfolio performance versus the index, portfolio characteristic data (ie, price/earnings price/book, dividend yield), sector allocation, sector performance, audited portfolio holdings and portfolio purchases and sales. (g) will vote all proxies with respect to securities in each Portfolio Segment in accordance with the policies, procedures and guidelines Sub-Adviser may establish may, from time to time, without any required consultation with Adviser make recommendations that result in the purchase(or sale) of a particular security by its other clients and the Portfolio during the same period of time. If transactions on behalf of more than one client during the same period increase the demand for securities being purchased or the Fund’s Board supply of Trustees securities being sold, there may be an adverse effect on price or quantity. In such event, the Sub-Adviser shall allocate the securities or investments to be purchased or sold, as well as the expenses incurred in the transactions (including price) in a manner the Sub-Adviser considers equitable and without any required notice to Adviser or the Fund’s Board of Trustees in advance of or subsequent to any action taken consistent with respect its obligations to the voting of proxies. Sub-adviser will not take any action or render any advice with respect to any assets held in Portfolio and the Fund Portfolios that are named in or subject to any legal action, including a class action; and (h) will act upon reasonable instructions from Adviser which, in the reasonable determination of Sub-Adviser, are not inconsistent with 's other clients. The Sub-Adviser’s fiduciary duties under this AgreementAdviser agrees that it will only enter into transactions that are covered by Section 10(f) or Section 17(e) of the 1940 Act if it has (i)complied with Rule 10f-3 or Rule 17e-1 thereunder, respectively, or the terms of an appropriate exemptive order issued to the Company by the SEC, and (ii) has complied with the procedures adopted thereunder by the Board of Directors of the Company which may, pursuant to authority granted by the Company, be supplemented by interpretive guidelines of the Manager. The Manager shall promptly notify the Sub-Adviser of any parties with whom engaging in a transaction for the Portfolio would result in a violation of the 1940 Act.

Sub-Adviser. Services Subject always to the supervision of the Fund’s Board of Trustees (“Board of Trustees” or “Trustees”) and Adviser, Sub-Adviser will furnish an investment program in respect of, and make investment decisions for, such portion of the assets of each Fund Portfolio as Adviser shall from time to time designate (each a “Portfolio Segment”) and place all orders for the purchase and sale of securities on behalf of each Portfolio Segment. In the performance of its duties, Sub-Adviser will satisfy its fiduciary duties to the Fund and each Fund Portfolio and will monitor a Portfolio Segment’s investments, and will comply with the provisions of the Fund’s Declaration of Trust and By-laws, as amended from time to time, and the stated investment objectives, policies and restrictions of each Fund Portfolio as set forth in the prospectus and Statement of Additional Information for each Fund Portfolio, as amended from time to time, as well as any other objectives, policies or limitations as may be provided by Adviser to Sub-Adviser in writing from time to time. Sub-Adviser will provide reports at least quarterly to the Board of Trustees and to Adviser. Sub-Adviser will make its officers and employees available to Adviser and the Board of Trustees from time to time at reasonable times to review investment policies of each Fund Portfolio with respect to each Portfolio Segment and to consult with Adviser regarding the investment affairs of each Portfolio Segment. Sub-Adviser agrees that it: (a) will use the same skill and care in providing such services as it uses in providing services to fiduciary accounts for which it has investment responsibilities; (b) will conform with all applicable provisions of the 1940 Act and rules and regulations of the Securities and Exchange Commission in all material respects and in addition will conduct its activities under this Agreement in accordance with any applicable laws and regulations of any governmental authority pertaining to its investment advisory activities, including all portfolio diversification requirements necessary for each Portfolio Segment to comply with subchapter M and Section 817(h) of the Internal Revenue Code as if each were a regulated investment company thereunder; (bc) to the extent authorized by Adviser in writing, and to the extent permitted by law, will execute purchases and sales of portfolio securities and other investments for each Portfolio Segment through brokers or dealers designated by management of the Fund to Adviser for the purpose of providing direct benefits to the Fund, provided that Sub-Sub- Adviser determines that such brokers or dealers will provide best execution in view of all appropriate factors, and is hereby authorized as the agent of the Fund to give instructions to the Fund’s custodian as to deliveries of securities or other investments and payments of cash of each Portfolio Segment to such brokers or dealers for the account of the relevant Fund Portfolio. Adviser and the Fund understand that the brokerage commissions or transaction costs in such transactions may be higher than those which the Sub-Adviser could obtain from another broker or dealer, in order to obtain such benefits for the Fund. (cd) is authorized to and will select all other brokers or dealers that will execute the purchases and sales of portfolio securities for each Portfolio Segment and is hereby authorized as the agent of the Fund to give instructions to the Fund’s custodian as to deliveries of securities or other investments and payments of cash of each Portfolio Segment for the account of each Fund Portfolio. In making such selection, Sub-Adviser is directed endeavor to use its best efforts to obtain best execution, which includes most favorable net results and execution of a Portfolio Segment’s orders, taking into account all appropriate factors, including price, dealer spread or commission, size and difficulty of the transaction and research or other services provided. With respect to transactions under sub-paragraph (c) or this sub-paragraph (d), it is understood that Sub-Adviser will not be deemed to have acted unlawfully, or to have breached a fiduciary duty to the Fund or in respect of any Fund Portfolio, or be in breach of any obligation owing to the Fund or in respect of any Fund Portfolio under this Agreement, or otherwise, solely by reason of its having caused a Fund Portfolio to pay a member of a securities exchange, a broker or a dealer a commission for effecting a securities transaction of a Fund Portfolio in excess of the amount of commission another member of an exchange, broker or dealer would have charged if Sub-Adviser determined in good faith that the commission paid was reasonable in relation to the brokerage and research services provided by such member, broker, or dealer, viewed in terms of that particular transaction or Sub-Adviser’s overall responsibilities with respect to its accounts, including the Fund, as to which it exercises investment discretion; (de) is authorized to consider for investment by each Portfolio Segment securities that may also be appropriate for other funds and/or clients served by Sub-Adviser. To assure fair treatment of each Portfolio Segment and all other clients of Sub-Adviser in situations in which two or more clients’ accounts participate simultaneously in a buy or sell program involving the same security, such transactions will be allocated among each Portfolio Segment and other clients in a manner deemed equitable by Sub-Adviser. Sub-Adviser is authorized to aggregate purchase and sale orders for securities held (or to be held) in each Portfolio Segment with similar orders being made on the same day for other client accounts or portfolios managed by Sub-Adviser. When an order is so aggregated, the actual prices applicable to the aggregated transaction will be averaged and each Portfolio Segment and each other account or portfolio participating in the aggregated transaction will be treated as having purchased or sold its portion of the securities at such average price, and all transaction costs incurred in effecting the aggregated transaction will be shared on a pro-rata basis among the accounts or portfolios (including each Portfolio Segment) participating in the transaction. Adviser and the Fund understand that Sub-Adviser may not be able to aggregate transactions through brokers or dealers designated by Adviser with transactions through brokers or dealers selected by Sub-Adviser, in which event the prices paid or received by each Portfolio Segment will not be so averaged and may be higher or lower than those paid or received by other accounts or portfolios of Sub-Adviser.; (ef) will report regularly to Adviser and to the Board of Trustees and will make appropriate persons available for the purpose of reviewing with representatives of Adviser and the Board of Trustees on a regular basis at reasonable times the management of each Portfolio Segment, including without limitation, review of the general investment strategies of each Portfolio Segment, the performance of each Portfolio Segment in relation to standard industry indices, interest rate considerations and general conditions affecting the marketplace, and will provide various other reports from time to time as reasonably requested by Adviser; (fg) will be required prepare such books and records with respect to provide portfolio reports to the each Portfolio Segment’s securities transactions as reasonably requested by Adviser and will furnish Adviser and the Fund’s Board of Trustees on a quarterly basis including but not limited to such periodic and special reports as the following data items: market review and outlook, portfolio specific commentary, portfolio composition data, portfolio allocation, portfolio performance versus the index, portfolio characteristic data (ie, price/earnings price/book, dividend yield), sector allocation, sector performance, audited portfolio holdings and portfolio purchases and sales.Board or Adviser may reasonably request; (gh) will vote all proxies with respect to securities in each Portfolio Segment in accordance with the policies, procedures and guidelines Sub-Adviser may establish from time to time, without any required consultation with Adviser or the Fund’s Board of Trustees and without any required notice to Adviser or the Fund’s Board of Trustees in advance of or subsequent to any action taken with respect to the voting of proxies. Sub-adviser will not take any action or render any advice with respect to any assets held in the Fund Portfolios that are named in or subject to any legal action, including a class actionSegment; and (hi) will act upon reasonable instructions from Adviser which, in the reasonable determination of Sub-Adviser, are not inconsistent with Sub-Adviser’s fiduciary duties under this Agreement.

Sub-Adviser. Services Subject always to the supervision of the Fund’s Board of Trustees (“Board of Trustees” or “Trustees”) and Adviser, The Sub-Adviser will furnish an Adviser's power to direct the investment program in respect of, and make investment decisions for, such portion reinvestment of the assets of each Fund the Portfolio as Adviser shall from time to time designate (each a “Portfolio Segment”) and place all orders for be exercised in accordance with applicable law, the purchase and sale Company's Articles of securities on behalf of each Portfolio Segment. In the performance of its duties, Sub-Adviser will satisfy its fiduciary duties to the Fund and each Fund Portfolio and will monitor a Portfolio Segment’s investments, and will comply with the provisions of the Fund’s Declaration of Trust and By-laws, as amended from time to time, Incorporation and the stated investment objectives, policies and restrictions of each Fund Portfolio as set forth in the prospectus then-current Prospectus and Statement of Additional Information for each Fund (collectively the "Prospectus") relating to the Portfolio contained in the Company's Registration Statement under the 1940 Act and the Securities Act of 1933, as amended. The Company and/or the Manager may also place additional limitations on the Sub-Adviser's investment decisions by written notice to the Sub-Adviser. The Company agrees to provide to the Sub-Adviser at or before the time they become effective a copy of the documents mentioned above and all changes made, or supplements, to such documents. In addition, the Company shall provide (or cause the Custodian to provide) timely information to the Sub-Adviser regarding such matters as the composition of assets in the Portfolio, as amended from time to time, as well as any cash requirements and cash available for investment in the Portfolios and all other objectives, policies or limitations information as may be provided by Adviser to reasonably necessary for the Sub-Adviser in writing from time to timeperform its responsibilities hereunder. While the Sub-Adviser will provide reports at least quarterly have day-to-day responsibility for the discretionary investment decisions to be made on behalf of the Board of Trustees and to Adviser. Portfolio, the Sub-Adviser will make its officers and employees available be subject to Adviser and oversight by the Board Manager. Such oversight, however, shall not require prior approval of Trustees from time to time at reasonable times to review discretionary investment policies of each Fund Portfolio with respect to each Portfolio Segment and to consult with Adviser regarding decisions made by the investment affairs of each Portfolio Segment. Sub-Adviser agrees that it: (a) will conform except as may be required by applicable law, the Portfolio's investment policies and restrictions and/or any limitations imposed on the Sub-Adviser by the Company and/or the Manager pursuant to the preceding paragraph. The Manager shall retain the right to instruct the Sub-Adviser to effect any transactions necessary to ensure compliance with all applicable the Portfolio's investment policies and restrictions as well as the requirements of Subchapter M of the Internal Revenue Code and the provisions of the 1940 Act and rules and regulations of the Securities and Exchange Commission in all material respects and in addition will conduct its activities under this Agreement in accordance with any applicable laws and regulations of any governmental authority pertaining to its investment advisory activities, including all portfolio diversification requirements necessary for each Portfolio Segment to comply with subchapter M and Section 817(h) of the Internal Revenue Code as if each were a regulated and the regulations promulgated thereunder. In the event the Sub-Adviser's compliance with any amendment of the Portfolio's investment company thereunder; (b) objectives, policies and restrictions or other limitations placed on the Sub-Adviser's investment decisions with respect to the extent authorized by Adviser in writing, and Portfolio would interfere with the completion of any transaction commenced on behalf of the Portfolio prior to the extent permitted by law, will execute purchases and sales of portfolio securities and other investments for each Portfolio Segment through brokers or dealers designated by management of the Fund to Adviser for the purpose of providing direct benefits to the Fund, provided that Sub-Adviser determines that Adviser's knowledge of such brokers or dealers will provide best execution in view of all appropriate factorsamendment, and is hereby authorized as the agent of the Fund to give instructions to the Fund’s custodian as to deliveries of securities or other investments and payments of cash of each Portfolio Segment to such brokers or dealers for the account of the relevant Fund Portfolio. Adviser and the Fund understand that the brokerage commissions or transaction costs in such transactions may be higher than those which the Sub-Adviser could obtain from another broker may complete such transaction unless doing so would violate any applicable law, rule or dealer, in order to obtain such benefits for the Fund. (c) is authorized to and will select all other brokers or dealers that will execute the purchases and sales of portfolio securities for each Portfolio Segment and is hereby authorized as the agent of the Fund to give instructions to the Fund’s custodian as to deliveries of securities or other investments and payments of cash of each Portfolio Segment for the account of each Fund Portfolioregulation. In making such selectionan event, Sub-Adviser is directed endeavor to use its best efforts to obtain best execution, which includes most favorable net results and execution of a Portfolio Segment’s orders, taking into account all appropriate factors, including price, dealer spread or commission, size and difficulty of the transaction and research or other services provided. With respect to transactions under sub-paragraph (c) or this sub-paragraph (d), it is understood that Sub-Adviser will not be responsible for any loss that may result from the completion of the transaction. Further, and except as may be qualified elsewhere in this Agreement, the Sub-Adviser is hereby authorized, for and on behalf of the Company, with respect to the Portfolio, in its discretion to: exercise any conversion and/or subscription rights available in connection with any securities or other investments held in the Portfolio; maintain all or part of the Portfolio's assets uninvested in short-term income-producing instruments for such periods of time as shall be deemed reasonable and prudent by the Sub-Adviser; instruct the Custodian, in accordance with the Custodian Agreement, to deliver for cash received, securities or other cash and/or securities instruments sold, exchanged, redeemed or otherwise disposed of from the Portfolio, and to pay cash for securities or other cash and/or securities instruments delivered to the Custodian and/or credited to the Portfolio upon acquisition of the same for the Portfolio; determine how to vote all proxies received with respect to securities held in the Portfolio and direct the Custodian as to the voting of such proxies; and generally, perform any other act necessary to enable the Sub-Adviser to carry out its obligations under this Agreement. SELECTION OF BROKER-DEALERS. The Sub-Adviser shall select the brokers and dealers through whom transactions on behalf of the Portfolio will be executed and the markets on or in which such transactions will be executed and shall place, in the name of the Portfolio or its nominee (or appropriate foreign equivalent), all such orders. In selecting brokers and dealers to execute such transactions, and in negotiating brokerage commissions, and in obtaining research, statistical and other information from brokers and dealers in connection with Portfolio transactions, the Sub-Adviser shall comply with the description of the process contained in the Prospectus. This notwithstanding, when the Sub- Adviser places orders for the purchase or sale of Portfolio assets, so long as the Sub-Adviser uses reasonable efforts in seeking the best execution in selecting brokers to execute such orders, the Sub-Adviser is expressly authorized to consider the fact that a broker has furnished, or has agreed to furnish in the future, research, statistical or other information or services permitted under Section 28(e) of the Securities and Exchange Act of 1934 ("Services") provided by such broker that enhance the Sub-Adviser's investment research and portfolio management capability generally. It is understood that the Sub-Adviser may not use all Services in connection with the Portfolio. Sub-Adviser will not be required or deemed to have acted unlawfully, the duty to obtain the lowest brokerage commission rates available or to have breached a fiduciary duty combine or arrange orders to obtain the Fund or lowest brokerage commission rates available on transactions in respect of any Fund the Portfolio, or be in breach of any obligation owing to the Fund or in respect of any Fund Portfolio under this Agreement, or otherwise, solely by reason of its having caused a Fund Portfolio to pay a member of a securities exchange, a broker or a dealer a commission for effecting a securities transaction of a Fund Portfolio in excess of . If the amount of commission another member of an exchange, charged by a broker or dealer would have charged if Sub-Adviser determined in good faith that the commission paid was is reasonable in relation to the value of the brokerage functions and research services the Services provided by such member, broker, or dealer, viewed in terms of that particular transaction or broker to Sub-Adviser’s overall responsibilities with respect to its accounts, including the Fund, as to which it exercises investment discretion; (d) is authorized to consider for investment by each Portfolio Segment securities that may also be appropriate for other funds and/or clients served by Sub-Adviser. To assure fair treatment of each Portfolio Segment and all other clients of Sub-Adviser in situations in which two or more clients’ accounts participate simultaneously in a buy or sell program involving the same security, such transactions will be allocated among each Portfolio Segment and other clients in a manner deemed equitable by Sub-Adviser. Sub-Adviser is authorized to aggregate purchase and sale orders for securities held (or to be held) in each Portfolio Segment with similar orders being made on the same day for other client accounts or portfolios managed by Sub-Adviser. When an order is so aggregated, the actual prices applicable to the aggregated transaction will be averaged and each Portfolio Segment and each other account or portfolio participating in the aggregated transaction will be treated as having purchased or sold its portion of the securities at such average price, and all transaction costs incurred in effecting the aggregated transaction will be shared on a pro-rata basis among the accounts or portfolios (including each Portfolio Segment) participating in the transaction. Adviser and the Fund understand that Sub-Adviser may not be able direct brokerage transactions to aggregate transactions through brokers or dealers designated by Adviser with transactions through brokers or dealers selected by Sub-Adviser, in which event such broker notwithstanding the prices paid or received by each Portfolio Segment will not be so averaged and may be fact that such broker charges a higher or lower commission than those paid or received by that another broker might charge. It is understood that certain other accounts or clients (including other funds, portfolios of Sub-Adviser.; (eand accounts) will report regularly to Adviser and to the Board of Trustees and will make appropriate persons available for the purpose of reviewing with representatives of Adviser and the Board of Trustees on a regular basis at reasonable times the management of each Portfolio Segment, including without limitation, review of the general investment strategies of each Portfolio Segment, the performance of each Portfolio Segment in relation to standard industry indices, interest rate considerations and general conditions affecting the marketplace, and will provide various other reports from time to time as reasonably requested by Adviser; (f) will be required to provide portfolio reports to the Adviser and the Fund’s Board of Trustees on a quarterly basis including but not limited to the following data items: market review and outlook, portfolio specific commentary, portfolio composition data, portfolio allocation, portfolio performance versus the index, portfolio characteristic data (ie, price/earnings price/book, dividend yield), sector allocation, sector performance, audited portfolio holdings and portfolio purchases and sales. (g) will vote all proxies with respect to securities in each Portfolio Segment in accordance with the policies, procedures and guidelines Sub-Adviser may establish have investment objectives and policies similar to those of the Portfolio and that the Sub-Adviser may, from time to time, without any required consultation with Adviser make recommendations that result in the purchase (or sale) of a particular security by its other clients and the Portfolio during the same period of time. If transactions on behalf of more than one client during the same period increase the demand for securities being purchased or the Fund’s supply of securities being sold, there may be an adverse effect on price or quantity. In such event, the Sub-Adviser shall allocate the securities or investments to be purchased or sold, as well as the expenses incurred in the transactions (including price) in a manner the Sub-Adviser considers equitable and consistent with its obligations to the Portfolio and the Sub-Adviser's other clients. The Sub-Adviser agrees that it will only enter into transactions that are covered by Section 10(f) or Section 17(e) of the 1940 Act if it has (i) complied with Rule 10f-3 or Rule 17e-1 thereunder, respectively, or the terms of an appropriate exemptive order issued to the Company by the SEC, and (ii) has complied with the procedures adopted thereunder by the Board of Trustees and without any required notice Directors of the Company which may, pursuant to Adviser or authority granted by the Fund’s Board Company, be supplemented by interpretive guidelines of Trustees in advance of or subsequent to any action taken with respect to the voting of proxiesManager. Sub-adviser will not take any action or render any advice with respect to any assets held in the Fund Portfolios Aside from parties that are named in known or subject to any legal action, including a class action; and (h) will act upon reasonable instructions from Adviser which, in should be known by the reasonable determination of Sub-Adviser, are not inconsistent with the Manager shall promptly notify the Sub-Adviser’s fiduciary duties under this AgreementAdviser in writing of any additional parties with whom engaging in a transaction for the Portfolio would result in a violation of the 1940 Act.

Sub-Adviser. Services SERVICES Subject always to the supervision of the Fund’s 's Board of Trustees (“Board of Trustees” or “Trustees”) and Adviser, Sub-Adviser will furnish an investment program in respect of, and make investment decisions for, such portion of the assets of each Fund Portfolio as Adviser shall from time to time designate (each a “"Portfolio Segment”") and place all orders for the purchase and sale of securities on behalf of each Portfolio Segment. In the performance of its duties, Sub-Adviser will satisfy its fiduciary duties to the Fund and each Fund Portfolio and will monitor a Portfolio Segment’s 's investments, and will comply with the provisions of the Fund’s 's Declaration of Trust and By-laws, as amended from time to time, and the stated investment objectives, policies and restrictions of each Fund Portfolio as set forth in the prospectus and Statement of Additional Information for each Fund Portfolio, as amended from time to time, as well as any other objectives, policies or limitations as may be provided by Adviser to Sub-Adviser in writing from time to time. Sub-Adviser will provide reports at least quarterly to the Board of Trustees and to Adviser. Sub-Adviser will make its officers and employees available to Adviser and the Board of Trustees from time to time at reasonable times to review investment policies of each Fund Portfolio with respect to each Portfolio Segment and to consult with Adviser regarding the investment affairs of each Portfolio Segment. Sub-Adviser agrees that it: (a) will use the same skill and care in providing such services as it uses in providing services to fiduciary accounts for which it has investment responsibilities; (b) will conform with all applicable provisions of the 1940 Act and rules and regulations of the Securities and Exchange Commission in all material respects and in addition will conduct its activities under this Agreement in accordance with any applicable laws and regulations of any governmental authority pertaining to its investment advisory activities, including all portfolio diversification requirements necessary for each Portfolio Segment to comply with subchapter M and Section 817(h) of the Internal Revenue Code as if each were a regulated investment company thereunder; (bc) to the extent authorized by Adviser in writing, and to the extent permitted by law, will execute purchases and sales of portfolio securities and other investments for each Portfolio Segment through brokers or dealers designated by management of the Fund to Adviser for the purpose of providing direct benefits to the Fund, provided that Sub-Adviser determines that such brokers or dealers will provide best execution in view of all appropriate factorssuch other benefits, and is hereby authorized as the agent of the Fund to give instructions to the Fund’s 's custodian as to deliveries of securities or other investments and payments of cash of each Portfolio Segment to such brokers or dealers for the account of the relevant Fund Portfolio. Adviser and the Fund understand that the brokerage commissions or transaction costs in such transactions may be higher than those which the Sub-Adviser could obtain from another broker or dealer, in order to obtain such benefits for the Fund. (cd) is authorized to and will select all other brokers or dealers that will execute the purchases and sales of portfolio securities for each Portfolio Segment portfolio segment and is hereby authorized as the agent of the Fund to give instructions to the Fund’s 's custodian as to deliveries of securities or other investments and payments of cash of each Portfolio Segment for the account of each Fund Portfolio. In making such selection, Sub-Adviser is directed endeavor to use its best efforts to obtain best execution, which includes most favorable net results and execution of a Portfolio Segment’s 's orders, taking into account all appropriate factors, including price, dealer spread or commission, size and difficulty of the transaction and research or other services provided. With respect to transactions under sub-paragraph (c) or this sub-paragraph (d), it is understood that Sub-Adviser will not be deemed to have acted unlawfully, or to have breached a fiduciary duty to the Fund or in respect of any Fund Portfolio, or be in breach of any obligation owing to the Fund or in respect of any Fund Portfolio under this Agreement, or otherwise, solely by reason of its having caused a Fund Portfolio to pay a member of a securities exchange, a broker or a dealer a commission for effecting a securities transaction of a Fund Portfolio in excess of the amount of commission another member of an exchange, broker or dealer would have charged if Sub-Adviser determined in good faith that the commission paid was reasonable in relation to the brokerage and research services provided by such member, broker, or dealer, viewed in terms of that particular transaction or Sub-Adviser’s 's overall responsibilities with respect to its accounts, including the Fund, as to which it exercises investment discretion; (de) is authorized to consider for investment by each Portfolio Segment securities that may also be appropriate for other funds and/or clients served by Sub-Adviser. To assure fair treatment of each Portfolio Segment and all other clients of Sub-Adviser in situations in which two or more clients’ ' accounts participate simultaneously in a buy or sell program involving the same security, such transactions will be allocated among each Portfolio Segment and other clients in a manner deemed equitable by Sub-Adviser. Sub-Adviser is authorized to aggregate purchase and sale orders for securities held (or to be held) in each Portfolio Segment with similar orders being made on the same day for other client accounts or portfolios managed by Sub-Adviser. When an order is so aggregated, the actual prices applicable to the aggregated transaction will be averaged and each Portfolio Segment and each other account or portfolio participating in the aggregated transaction will be treated as having purchased or sold its portion of the securities at such average price, and all transaction costs incurred in effecting the aggregated transaction will be shared on a pro-rata basis among the accounts or portfolios (including each Portfolio Segment) participating in the transaction. Adviser and the Fund understand that Sub-Adviser may not be able to aggregate transactions through brokers or dealers designated by Adviser with transactions through brokers or dealers selected by Sub-Adviser, in which event the prices paid or received by each Portfolio Segment will not be so averaged and may be higher or lower than those paid or received by other accounts or portfolios of Sub-Adviser.; (ef) will report regularly to Adviser and to the Board of Trustees and will make appropriate persons available for the purpose of reviewing with representatives of Adviser and the Board of Trustees on a regular basis at reasonable times the management of each Portfolio Segment, including without limitation, review of the general investment strategies of each Portfolio Segment, the performance of each Portfolio Segment in relation to standard industry indices, interest rate considerations and general conditions affecting the marketplace, and will provide various other reports from time to time as reasonably requested by Adviser; (fg) will be required prepare such books and records with respect to provide portfolio reports to the each Portfolio Segment's securities transactions as requested by Adviser and will furnish Adviser and the Fund’s 's Board of Trustees on a quarterly basis including but not limited to such periodic and special reports as the following data items: market review and outlook, portfolio specific commentary, portfolio composition data, portfolio allocation, portfolio performance versus the index, portfolio characteristic data (ie, price/earnings price/book, dividend yield), sector allocation, sector performance, audited portfolio holdings and portfolio purchases and sales.Board or Adviser may reasonably request; (gh) will vote all proxies with respect to securities in each Portfolio Segment in accordance with the policies, procedures and guidelines Sub-Adviser may establish from time to time, without any required consultation with Adviser or the Fund’s Board of Trustees and without any required notice to Adviser or the Fund’s Board of Trustees in advance of or subsequent to any action taken with respect to the voting of proxies. Sub-adviser will not take any action or render any advice with respect to any assets held in the Fund Portfolios that are named in or subject to any legal action, including a class actionSegment; and (hi) will act upon reasonable instructions from Adviser which, in the reasonable determination of Sub-Adviser, are not inconsistent with Sub-Adviser’s 's fiduciary duties under this Agreement.

Sub-Adviser. Services SERVICES Subject always to the supervision of the Fund’s 's Board of Trustees (“Board of Trustees” or “Trustees”) Directors and Adviser, Sub-Adviser will furnish an investment program in respect of, and make investment decisions for, such portion of the assets of each Fund Portfolio as Adviser shall from time to time designate (each a “"Portfolio Segment”") and place all orders for the purchase and sale of securities on behalf of each Portfolio Segment. In the performance of its duties, Sub-Adviser will satisfy its fiduciary duties to the Fund and each Fund Portfolio and will monitor a each Portfolio Segment’s 's investments, and will comply with the provisions of the Fund’s Declaration 's Articles of Trust Incorporation and By-laws, as amended from time to time, and the stated investment objectives, policies and restrictions of each Fund Portfolio as set forth in the prospectus and Statement of Additional Information for each Fund Portfolio, as amended from time to time, as well as any other objectives, policies or limitations as may be provided by Adviser to Sub-Adviser in writing from time to time. Sub-Adviser will provide reports at least quarterly to the Board of Trustees Directors and to Adviser. Sub-Adviser will make its officers and employees available to Adviser and the Board of Trustees Directors from time to time at reasonable times to review investment policies of each Fund Portfolio with respect to each Portfolio Segment and to consult with Adviser regarding the investment affairs of each Portfolio Segment. Sub-Adviser agrees that it: (a) will use the same skill and care in providing such services as are required to provide services to fiduciary accounts; (b) will conform with all applicable provisions of the 1940 Act and rules and regulations of the Securities and Exchange Commission in all material respects and in addition will conduct its activities under this Agreement in accordance with any applicable laws and regulations of any governmental authority pertaining to its investment advisory activities, including all portfolio diversification requirements necessary for each Portfolio Segment to comply with subchapter M and Section 817(h) of the Internal Revenue Code as if each it were a regulated investment company thereunder; (bc) to the extent authorized directed by Adviser in writing, and to the extent permitted by law, will execute purchases and sales of portfolio securities and other investments for each Portfolio Segment through brokers or dealers designated by management of the Fund to Adviser for the purpose of providing direct benefits to the Fund, provided that Sub-Adviser Advisor determines that such brokers or dealers will provide best execution in view of all appropriate factorssuch other benefits, and is hereby authorized as the agent of the Fund to give instructions to the Fund’s 's custodian as to deliveries of securities or other investments and payments of cash of each Portfolio Segment to such brokers or dealers for the account of the relevant Fund Portfolio. Adviser and the Fund understand that the brokerage commissions or transaction costs in such transactions may be higher than those which the Sub-Adviser could obtain from another broker or dealer, in order to obtain such benefits for the Fund.; (cd) is authorized to and will select all other brokers or dealers that will execute the purchases and sales of portfolio securities for each Portfolio Segment and is hereby authorized as the agent of the Fund to give instructions to the Fund’s 's custodian as to deliveries of securities or other investments and payments of cash of each Portfolio Segment for the account of each Fund Portfolio. In making such selection, Sub-Adviser is directed endeavor to use its best efforts to obtain best execution, which includes most favorable net results and execution of a each Portfolio Segment’s 's orders, taking into account all appropriate factors, including including, but not limited to, price, dealer spread or commission, size and difficulty of the transaction and research or other services provided. With respect to transactions under sub-paragraph (c) or this sub-paragraph (d), it is understood that Sub-Adviser will not be deemed to have acted unlawfully, or to have breached a fiduciary duty to the Fund or in respect of any Fund Portfolio, or be in breach of any obligation owing to the Fund or in respect of any each Fund Portfolio under this Agreement, or otherwise, solely by reason of its having caused a Fund Portfolio to pay a member of a securities exchange, a broker or a dealer a commission for effecting a securities transaction of a Fund Portfolio in excess of the amount of commission another member of an exchange, broker or dealer would have charged if Sub-Adviser determined in good faith that the commission paid was reasonable in relation to the brokerage and research services provided by such member, broker, or dealer, viewed in terms of that particular transaction or Sub-Adviser’s 's overall responsibilities with respect to its accounts, including the Fund, as to which it exercises investment discretion; (de) is authorized to consider for investment by each Portfolio Segment securities that may also be appropriate for other funds and/or clients served by Sub-Adviser. To assure fair treatment of each Portfolio Segment and all other clients of Sub-Adviser in situations in which two a Fund and one or more other clients’ ' accounts participate simultaneously in a buy or sell program involving the same security, such transactions will be allocated among each Portfolio Segment and such other clients in a manner deemed equitable by Sub-Adviser. Sub-Adviser is authorized to aggregate purchase and sale orders for securities held (or to be held) in each Portfolio Segment with similar orders being made on the same day for other eligible client accounts or portfolios managed by Sub-Adviser. When an order is so aggregated, the actual prices applicable to the aggregated transaction will be averaged and each Portfolio Segment and each other account or portfolio participating in the aggregated transaction will be treated as having purchased or sold its portion of the securities at such average price, and all transaction costs incurred in effecting the aggregated transaction will be shared on a pro-rata basis among the accounts or portfolios (including each the Portfolio Segment) participating in the transaction. Adviser and the Fund understand that Sub-Adviser may not be able to aggregate transactions through brokers or dealers designated by Adviser with transactions through brokers or dealers selected by Sub-Adviser, in which event the prices paid or received by each Portfolio Segment will not be so averaged and may be higher or lower than those paid or received by other accounts or portfolios of Sub-Adviser.; (ef) will report regularly to Adviser and to the Board of Trustees Directors and will make appropriate persons available for the purpose of reviewing with representatives of Adviser and the Board of Trustees Directors on a regular basis at reasonable times the management of each Portfolio Segment, including without limitation, review of the general investment strategies of each Portfolio Segment, the performance of each Portfolio Segment in relation to standard industry indices, stock market and interest rate considerations and general conditions affecting the marketplace, and will provide various other reports from time to time as reasonably requested by Adviser; (fg) will be required prepare such books and records with respect to provide portfolio reports to the each Portfolio Segment's securities transactions as requested by Adviser and will furnish Adviser and the Fund’s 's Board of Trustees on a quarterly basis including but not limited to Directors such periodic and special reports as the following data items: market review and outlook, portfolio specific commentary, portfolio composition data, portfolio allocation, portfolio performance versus the index, portfolio characteristic data (ie, price/earnings price/book, dividend yield), sector allocation, sector performance, audited portfolio holdings and portfolio purchases and sales.Board or Adviser may reasonably request; (gh) will vote all proxies with respect to securities in each Portfolio Segment in accordance with the policies, procedures and guidelines Sub-Adviser may establish from time to time, without any required consultation with Adviser or the Fund’s Board of Trustees and without any required notice to Adviser or the Fund’s Board of Trustees in advance of or subsequent to any action taken with respect to the voting of proxies. Sub-adviser will not take any action or render any advice with respect to any assets held in the Fund Portfolios that are named in or subject to any legal action, including a class actionSegment; and (hi) will act upon reasonable instructions from Adviser which, in the reasonable determination of Sub-Adviser, are not inconsistent with Sub-Adviser’s 's fiduciary duties under this Agreement. Sub-Adviser's ability to provide the services in this Section (2) is pursuant to the Adviser's authority to delegate advisory duties under the Advisory Agreement between the Adviser and the Fund, dated April 1, 2002. To the extent that the terms of this Section (2) differ from the terms the Advisory Agreement, the terms of the Advisory Agreement shall govern.

Sub-Adviser. Services Subject always to the supervision of the Fund’s Board of Trustees (“Board of Trustees” or “Trustees”) and Adviser, Sub-Adviser will furnish an investment program in respect of, and make investment decisions for, such portion of the assets of each Fund Portfolio as Adviser shall from time to time designate (each a “Portfolio Segment”) and place all orders for the purchase and sale of securities on behalf of each Portfolio Segment. In the performance of its duties, Sub-Adviser will satisfy its fiduciary duties to the Fund and each Fund Portfolio and will monitor a Portfolio Segment’s investments, and will comply with the provisions of the Fund’s Declaration of Trust and By-laws, as amended from time to time, and the stated investment objectives, policies and restrictions of each Fund Portfolio as set forth in the prospectus and Statement of Additional Information for each Fund Portfolio, as amended from time to time, as well as any other objectives, policies or limitations as may be provided by Adviser to Sub-Adviser in writing from time to time. Sub-Adviser will provide reports at least quarterly to the Board of Trustees and to Adviser. Sub-Adviser will make its officers and employees available to Adviser and the Board of Trustees from time to time at reasonable times to review investment policies of each Fund Portfolio with respect to each Portfolio Segment and to consult with Adviser regarding the investment affairs of each Portfolio Segment. Sub-Adviser agrees that it: (a) will use the same skill and care in providing such services as it uses in providing services to fiduciary accounts for which it has investment responsibilities; (b) will conform with all applicable provisions of the 1940 Act and rules and regulations of the Securities and Exchange Commission in all material respects and in addition will conduct its activities under this Agreement in accordance with any applicable laws and regulations of any governmental authority pertaining to its investment advisory activities, including all portfolio diversification requirements necessary for each Portfolio Segment to comply with subchapter M and Section 817(h) of the Internal Revenue Code as if each were a regulated investment company thereunder; (bc) to the extent authorized by Adviser in writing, and to the extent permitted by law, will execute purchases and sales of portfolio securities and other investments for each Portfolio Segment through brokers or dealers designated by management of the Fund to Adviser for the purpose of providing direct benefits to the Fund, provided that Sub-Sub- Adviser determines that such brokers or dealers will provide best execution in view of all appropriate factors, and is hereby authorized as the agent of the Fund to give instructions to the Fund’s custodian as to deliveries of securities or other investments and payments of cash of each Portfolio Segment to such brokers or dealers for the account of the relevant Fund Portfolio. Adviser and the Fund understand that the brokerage commissions or transaction costs in such transactions may be higher than those which the Sub-Adviser could obtain from another broker or dealer, in order to obtain such benefits for the Fund. (cd) is authorized to and will select all other brokers or dealers that will execute the purchases and sales of portfolio securities for each Portfolio Segment and is hereby authorized as the agent of the Fund to give instructions to the Fund’s custodian as to deliveries of securities or other investments and payments of cash of each Portfolio Segment for the account of each Fund Portfolio. In making such selection, Sub-Adviser is directed endeavor to use its best efforts to seek to obtain best execution, which includes most favorable net results and execution of a Portfolio Segment’s orders, taking into account all appropriate factors, including price, dealer spread or commission, size and difficulty of the transaction and research or other services provided. With respect to transactions under sub-paragraph (c) or this sub-paragraph (d), it is understood that Sub-Adviser will not be deemed to have acted unlawfully, or to have breached a fiduciary duty to the Fund or in respect of any Fund Portfolio, or be in breach of any obligation owing to the Fund or in respect of any Fund Portfolio under this Agreement, or otherwise, solely by reason of its having caused a Fund Portfolio to pay a member of a securities exchange, a broker or a dealer a commission for effecting a securities transaction of a Fund Portfolio in excess of the amount of commission another member of an exchange, broker or dealer would have charged if Sub-Adviser determined in good faith that the commission paid was reasonable in relation to the brokerage and research services provided by such member, broker, or dealer, viewed in terms of that particular transaction or Sub-Adviser’s overall responsibilities with respect to its accounts, including the Fund, as to which it exercises investment discretion; (de) is authorized to consider for investment by each Portfolio Segment securities that may also be appropriate for other funds and/or clients served by Sub-Adviser. To assure fair treatment of each Portfolio Segment and all other clients of Sub-Adviser in situations in which two or more clients’ accounts participate simultaneously in a buy or sell program involving the same security, such transactions will be allocated among each Portfolio Segment and other clients in a manner deemed equitable by Sub-Adviser. Sub-Adviser is authorized to aggregate purchase and sale orders for securities held (or to be held) in each Portfolio Segment with similar orders being made on the same day for other client accounts or portfolios managed by Sub-Adviser. When an order is so aggregated, the actual prices applicable to the aggregated transaction will be averaged and each Portfolio Segment and each other account or portfolio participating in the aggregated transaction will be treated as having purchased or sold its portion of the securities at such average price, and all transaction costs incurred in effecting the aggregated transaction will be shared on a pro-rata basis among the accounts or portfolios (including each Portfolio Segment) participating in the transaction. Adviser and the Fund understand that Sub-Sub- Adviser may not be able to aggregate transactions through brokers or dealers designated by Adviser with transactions through brokers or dealers selected by Sub-Adviser, in which event the prices paid or received by each Portfolio Segment will not be so averaged and may be higher or lower than those paid or received by other accounts or portfolios of Sub-Adviser.; (ef) will report regularly to Adviser and to the Board of Trustees and will make appropriate persons available for the purpose of reviewing with representatives of Adviser and the Board of Trustees on a regular basis at reasonable times the management of each Portfolio Segment, including without limitation, review of the general investment strategies of each Portfolio Segment, the performance of each Portfolio Segment in relation to standard industry indices, interest rate considerations and general conditions affecting the marketplace, and will provide various other reports from time to time as reasonably requested by Adviser; (fg) will be required prepare such books and records with respect to provide portfolio reports to the each Portfolio Segment’s securities transactions as requested by Adviser and will furnish Adviser and the Fund’s Board of Trustees such periodic and special reports as the Board or Adviser may reasonably request; (h) will not advise or take any action on a quarterly basis behalf of the Advisor in any legal proceedings, including but not limited to bankruptcies or class actions, involving securities held or formerly held in each Portfolio segment’s accounts or the following data items: market review and outlook, portfolio specific commentary, portfolio composition data, portfolio allocation, portfolio performance versus the index, portfolio characteristic data (ie, price/earnings price/book, dividend yield), sector allocation, sector performance, audited portfolio holdings and portfolio purchases and salesissuers of those securities. (gi) will vote all proxies with respect to securities in each Portfolio Segment in accordance with the policies, procedures and guidelines Sub-Adviser may establish from time to time, without any required consultation with Adviser or the Fund’s Board of Trustees and without any required notice to Adviser or the Fund’s Board of Trustees in advance of or subsequent to any action taken with respect to the voting of proxies. Sub-adviser will not take any action or render any advice with respect to any assets held in the Fund Portfolios that are named in or subject to any legal action, including a class actionSegment; and (hj) will act upon reasonable instructions from Adviser which, in the reasonable determination of Sub-Adviser, are not inconsistent with Sub-Adviser’s fiduciary duties under this Agreement.

Sub-Adviser. Services Subject always to the supervision of the Fund’s Board of Trustees (“Board of Trustees” or “Trustees”) and Adviser, Sub-Adviser will furnish an investment program in respect of, and make investment decisions for, such portion of the assets of each Fund Portfolio as Adviser shall from time to time designate (each a “Portfolio Segment”) and place all orders for the purchase and sale of securities on behalf of each Portfolio Segment. In the performance of its duties, Sub-Adviser will satisfy its fiduciary duties to the Fund and each Fund Portfolio and will monitor a Portfolio Segment’s investments, and will comply with the provisions of the Fund’s Declaration of Trust and By-By- laws, as amended from time to time, and the stated investment objectives, policies and restrictions of each Fund Portfolio as set forth in the prospectus and Statement of Additional Information for each Fund Portfolio, as amended from time to time, as well as any other objectives, policies or limitations as may be provided by Adviser to Sub-Adviser in writing from time to time. Sub-Adviser will provide reports at least quarterly to the Board of Trustees and to Adviser. Sub-Adviser will make its officers and employees available to Adviser and the Board of Trustees from time to time at reasonable times to review investment policies of each Fund Portfolio with respect to each Portfolio Segment and to consult with Adviser regarding the investment affairs of each Portfolio Segment. Sub-Adviser agrees that it: (a) will use the same skill and care in providing such services as it uses in providing services to fiduciary accounts for which it has investment responsibilities; (b) will conform with all applicable provisions of the 1940 Act and rules and regulations of the Securities and Exchange Commission in all material respects and in addition will conduct its activities under this Agreement in accordance with any applicable laws and regulations of any governmental authority pertaining to its investment advisory activities, including all portfolio diversification requirements necessary for each Portfolio Segment to comply with subchapter M and Section 817(h) of the Internal Revenue Code as if each were a regulated investment company thereunder; (bc) to the extent authorized by Adviser in writing, and to the extent permitted by law, will execute purchases and sales of portfolio securities and other investments for each Portfolio Segment through brokers or dealers designated by management of the Fund to Adviser for the purpose of providing direct benefits to the Fund, provided that Sub-Adviser determines that such brokers or dealers will provide best execution in view of all appropriate factors, and is hereby authorized as the agent of the Fund to give instructions to the Fund’s custodian as to deliveries of securities or other investments and payments of cash of each Portfolio Segment to such brokers or dealers for the account of the relevant Fund Portfolio. Adviser and the Fund understand that the brokerage commissions or transaction costs in such transactions may be higher than those which the Sub-Adviser could obtain from another broker or dealer, in order to obtain such benefits for the Fund. (cd) is authorized to and will select all other brokers or dealers that will execute the purchases and sales of portfolio securities for each Portfolio Segment and is hereby authorized as the agent of the Fund to give instructions to the Fund’s custodian as to deliveries of securities or other investments and payments of cash of each Portfolio Segment for the account of each Fund Portfolio. In making such selection, Sub-Adviser is directed endeavor to use its best efforts to seek to obtain best execution, which includes most favorable net results and execution of a Portfolio Segment’s orders, taking into account all appropriate factors, including price, dealer spread or commission, size and difficulty of the transaction and research or other services provided. With respect to transactions under sub-paragraph (c) or this sub-paragraph (d), it is understood that Sub-Adviser will not be deemed to have acted unlawfully, or to have breached a fiduciary duty to the Fund or in respect of any Fund Portfolio, or be in breach of any obligation owing to the Fund or in respect of any Fund Portfolio under this Agreement, or otherwise, solely by reason of its having caused a Fund Portfolio to pay a member of a securities exchange, a broker or a dealer a commission for effecting a securities transaction of a Fund Portfolio in excess of the amount of commission another member of an exchange, broker or dealer would have charged if Sub-Adviser determined in good faith that the commission paid was reasonable in relation to the brokerage and research services provided by such member, broker, or dealer, viewed in terms of that particular transaction or Sub-Adviser’s overall responsibilities with respect to its accounts, including the Fund, as to which it exercises investment discretion; (de) is authorized to consider for investment by each Portfolio Segment securities that may also be appropriate for other funds and/or clients served by Sub-Adviser. To assure fair treatment of each Portfolio Segment and all other clients of Sub-Adviser in situations in which two or more clients’ accounts participate simultaneously in a buy or sell program involving the same security, such transactions will be allocated among each Portfolio Segment and other clients in a manner deemed equitable by Sub-Adviser. Sub-Adviser is authorized to aggregate purchase and sale orders for securities held (or to be held) in each Portfolio Segment with similar orders being made on the same day for other client accounts or portfolios managed by Sub-Adviser. When an order is so aggregated, the actual prices applicable to the aggregated transaction will be averaged and each Portfolio Segment and each other account or portfolio participating in the aggregated transaction will be treated as having purchased or sold its portion of the securities at such average price, and all transaction costs incurred in effecting the aggregated transaction will be shared on a pro-rata basis among the accounts or portfolios (including each Portfolio Segment) participating in the transaction. Adviser and the Fund understand that Sub-Adviser may not be able to aggregate transactions through brokers or dealers designated by Adviser with transactions through brokers or dealers selected by Sub-Adviser, in which event the prices paid or received by each Portfolio Segment will not be so averaged and may be higher or lower than those paid or received by other accounts or portfolios of Sub-Adviser.; (ef) will report regularly to Adviser and to the Board of Trustees and will make appropriate persons available for the purpose of reviewing with representatives of Adviser and the Board of Trustees on a regular basis at reasonable times the management of each Portfolio Segment, including without limitation, review of the general investment strategies of each Portfolio Segment, the performance of each Portfolio Segment in relation to standard industry indices, interest rate considerations and general conditions affecting the marketplace, and will provide various other reports from time to time as reasonably requested by Adviser; (fg) will be required prepare such books and records with respect to provide portfolio reports to the each Portfolio Segment’s securities transactions as requested by Adviser and will furnish Adviser and the Fund’s Board of Trustees such periodic and special reports as the Board or Adviser may reasonably request; (h) will not advise or take any action on a quarterly basis behalf of the Advisor in any legal proceedings, including but not limited to bankruptcies or class actions, involving securities held or formerly held in each Portfolio segment’s accounts or the following data items: market review and outlook, portfolio specific commentary, portfolio composition data, portfolio allocation, portfolio performance versus the index, portfolio characteristic data (ie, price/earnings price/book, dividend yield), sector allocation, sector performance, audited portfolio holdings and portfolio purchases and salesissuers of those securities. (gi) will vote all proxies with respect to securities in each Portfolio Segment in accordance with the policies, procedures and guidelines Sub-Adviser may establish from time to time, without any required consultation with Adviser or the Fund’s Board of Trustees and without any required notice to Adviser or the Fund’s Board of Trustees in advance of or subsequent to any action taken with respect to the voting of proxies. Sub-adviser will not take any action or render any advice with respect to any assets held in the Fund Portfolios that are named in or subject to any legal action, including a class actionSegment; and (hj) will act upon reasonable instructions from Adviser which, in the reasonable determination of Sub-Adviser, are not inconsistent with Sub-Adviser’s fiduciary duties under this Agreement.

Sub-Adviser. Services SERVICES Subject always to the supervision of the Fund’s 's Board of Trustees (“Board of Trustees” or “Trustees”) Directors and Adviser, Sub-Adviser will furnish an investment program in respect of, and make investment decisions for, such portion of the assets of each Fund Portfolio as Adviser shall from time to time designate (each a “"Portfolio Segment”") and place all orders for the purchase and sale of securities on behalf of each Portfolio Segment. In the performance of its duties, Sub-Adviser will satisfy its fiduciary duties to the Fund and each Fund Portfolio and will monitor a each Portfolio Segment’s 's investments, and will comply with the provisions of the Fund’s Declaration 's Articles of Trust Incorporation and By-laws, as amended from time to time, and the stated investment objectives, policies and restrictions of each Fund Portfolio as set forth in the prospectus and Statement of Additional Information for each Fund Portfolio, as amended from time to time, as well as any other objectives, policies or limitations as may will be provided by Adviser to Sub-Adviser promptly in writing from time to timewriting. Sub-Adviser will provide reasonable reports at least quarterly to the Board of Trustees and to Adviser. Sub-Adviser will make its officers and employees available to Adviser and the Board of Trustees Directors from time to time at reasonable times to review investment policies of each Fund Portfolio with respect to each Portfolio Segment and to consult with Adviser regarding the investment affairs of each Portfolio Segment. Sub-Adviser agrees that it: (a) will use the same skill and care in providing such services as are required to provide services to fiduciary accounts; (b) will conform with all applicable provisions of the 1940 Act and rules and regulations of the Securities and Exchange Commission in all material respects and in addition will conduct its activities under this Agreement in accordance with any applicable laws and regulations of any governmental authority pertaining to its investment advisory activities, including all portfolio diversification requirements necessary for each Portfolio Segment to comply with subchapter M and Section 817(h) of the Internal Revenue Code as if each it were a regulated investment company thereunder; (bc) to the extent authorized directed by Adviser in writing, and to the extent permitted by law, will execute purchases and sales of portfolio securities and other investments for each Portfolio Segment through brokers or dealers designated by management of the Fund to Adviser for the purpose of providing direct benefits to the Fund, provided that Sub-Adviser determines that such brokers or dealers will provide best execution in view of all appropriate factorssuch other benefits, and is hereby authorized as the agent of the Fund to give instructions to the Fund’s 's custodian as to deliveries of securities or other investments and payments of cash of each Portfolio Segment to such brokers or dealers for the account of the relevant Fund Portfolio. Adviser and the Fund understand that the brokerage commissions or transaction costs in such transactions may be higher than those which the Sub-Adviser could obtain from another broker or dealer, in order to obtain such benefits for the Fund.; (cd) is authorized to and will select all other brokers or dealers that will execute the purchases and sales of portfolio securities for each Portfolio Segment and is hereby authorized as the agent of the Fund to give instructions to the Fund’s 's custodian as to deliveries of securities or other investments and payments of cash of each Portfolio Segment for the account of each Fund Portfolio. In making such selection, Sub-Adviser is directed endeavor to use its best efforts to obtain best execution, which includes most favorable net results and execution of a each Portfolio Segment’s 's orders, taking into account all appropriate factors, including including, but not limited to, price, dealer spread or commission, size and difficulty of the transaction and research or other services provided. With respect to transactions under sub-paragraph (c) or this sub-paragraph (d), it is understood that Sub-Adviser will not be deemed to have acted unlawfully, or to have breached a fiduciary duty to the Fund or in respect of any Fund Portfolio, or be in breach of any obligation owing to the Fund or in respect of any each Fund Portfolio under this Agreement, or otherwise, solely by reason of its having caused a Fund Portfolio to pay a member of a securities exchange, a broker or a dealer a commission for effecting a securities transaction of a Fund Portfolio in excess of the amount of commission another member of an exchange, broker or dealer would have charged if Sub-Adviser determined in good faith that the commission paid was reasonable in relation to the brokerage and research services provided by such member, broker, or dealer, viewed in terms of that particular transaction or Sub-Adviser’s 's overall responsibilities with respect to its accounts, including the Fund, as to which it exercises investment discretion; (de) is authorized to consider for investment by each Portfolio Segment securities that may also be appropriate for other funds and/or clients served by Sub-Adviser. To assure fair treatment of each Portfolio Segment and all other clients of Sub-Adviser in situations in which two a Fund and one or more other clients’ ' accounts participate simultaneously in a buy or sell program involving the same security, such transactions will be allocated among each Portfolio Segment and such other clients in a manner deemed equitable by Sub-Adviser. Sub-Adviser is authorized to aggregate purchase and sale orders for securities held (or to be held) in each Portfolio Segment with similar orders being made on the same day for other eligible client accounts or portfolios managed by Sub-Adviser. When an order is so aggregated, the actual prices Adviser subject to and consistent with applicable to the aggregated transaction will be averaged and each Portfolio Segment and each other account or portfolio participating in the aggregated transaction will be treated as having purchased or sold its portion of the securities at such average price, and all transaction costs incurred in effecting the aggregated transaction will be shared on a pro-rata basis among the accounts or portfolios (including each Portfolio Segment) participating in the transaction. Adviser and the Fund understand that Sub-Adviser may not be able to aggregate transactions through brokers or dealers designated by Adviser with transactions through brokers or dealers selected by Sub-Adviser, in which event the prices paid or received by each Portfolio Segment will not be so averaged and may be higher or lower than those paid or received by other accounts or portfolios of Sub-Adviserlaw.; (ef) will report regularly to Adviser and to the Board of Trustees Directors and will make appropriate persons available for the purpose of reviewing with representatives of Adviser and the Board of Trustees Directors on a regular basis at reasonable times the management of each Portfolio Segment, including without limitation, review of the general investment strategies of each Portfolio Segment, the performance of each Portfolio Segment in relation to standard industry indices, stock market and interest rate considerations and general conditions affecting the marketplace, and will provide various other reports from time to time as reasonably requested by Adviser; (fg) will be required prepare such books and records with respect to provide portfolio reports to the each Portfolio Segment's securities transactions as reasonably requested by Adviser and will furnish Adviser and the Fund’s 's Board of Trustees on a quarterly basis including but not limited to Directors such periodic and special reports as the following data items: market review and outlook, portfolio specific commentary, portfolio composition data, portfolio allocation, portfolio performance versus the index, portfolio characteristic data (ie, price/earnings price/book, dividend yield), sector allocation, sector performance, audited portfolio holdings and portfolio purchases and sales.Board or Adviser may reasonably request; (gh) will vote all proxies with respect to securities in each Portfolio Segment in accordance with the policies, procedures and guidelines Sub-Adviser may establish from time to time, without any required consultation with Adviser or the Fund’s Board of Trustees and without any required notice to Adviser or the Fund’s Board of Trustees in advance of or subsequent to any action taken with respect to the voting of proxies. Sub-adviser will not take any action or render any advice with respect to any assets held in the Fund Portfolios that are named in or subject to any legal action, including a class actionAdviser's then current Proxy Voting Guidelines; and (hi) will act upon reasonable instructions from Adviser which, in the reasonable determination of Sub-Adviser, are not inconsistent with Sub-Adviser’s 's fiduciary duties under this Agreement. Sub-Adviser's ability to provide the services in this Section (2) is pursuant to the Adviser's authority to delegate advisory duties under the Advisory Agreement between the Adviser and the Fund, dated April 1, 2002. To the extent that the terms of this Section (2) differ from the terms of the Advisory Agreement, the terms of the Advisory Agreement shall govern.