Common use of Sub-Advisory Services Clause in Contracts

Sub-Advisory Services. (a) The Sub-Adviser shall, subject to the supervision and oversight of the Adviser, manage the investment and reinvestment of such portion of the assets of the Fund, as the Adviser may from time to time allocate to the Sub-Adviser for management (the “Sub-Advised Assets”). The Sub-Adviser shall manage the Sub-Advised Assets in conformity with (i) the investment objective, policies and restrictions of the Fund set forth in the Trust’s prospectus and statement of additional information relating to the Fund, as they may be amended from time to time, any additional policies or guidelines, including without limitation compliance policies and procedures, established by the Adviser, the Trust’s Chief Compliance Officer, or by the Trust’s Board of Trustees (“Board”) that have been furnished in writing to the Sub-Adviser, (ii) the written instructions and directions received from the Adviser and the Trust as delivered; and (iii) the requirements of the Investment Company Act of 1940 (the “1940 Act”), the Investment Advisers Act of 1940 (“Advisers Act”), and all other federal and state laws applicable to registered investment companies and the Sub-Adviser’s duties under this Agreement, all as may be in effect from time to time. The foregoing are referred to below together as the “Policies.” For purposes of compliance with the Policies, the Sub-Adviser shall be entitled to treat the Sub-Advised Assets as though the Sub-Advised Assets constituted the entire Fund, and the Sub-Adviser shall not be responsible in any way for the compliance of any assets of the Fund, other than the Sub-Advised Assets, with the Policies. Subject to the foregoing, the Sub-Adviser is authorized, in its discretion and without prior consultation with the Adviser, to buy, sell, lend and otherwise trade in any stocks, bonds and other securities and investment instruments on behalf of the Fund, without regard to the length of time the securities have been held and the resulting rate of portfolio turnover or any tax considerations; and the majority or the whole of the Sub-Advised Assets may be invested in such proportions of stocks, bonds, other securities or investment instruments, or cash, as the Sub-Adviser shall determine. Notwithstanding the foregoing provisions of this Section 2(a), however, (i) the Sub-Adviser shall, upon and in accordance with written instructions from the Adviser, effect such portfolio transactions for the Sub-Advised Assets as the Adviser shall determine are necessary in order for the Fund to comply with the Policies, and (ii) upon notice to the Sub-Adviser, the Adviser may effect in-kind redemptions with shareholders of the Fund with securities included within the Sub-Advised Assets.

Sub-Advisory Services. (a) The Sub-Adviser shall, subject to the supervision and oversight of the Adviser, manage the shall have full discretionary authority for portfolio investment and reinvestment of such decisions for a Fund (or each portion of the a Fund’s assets of the Fund, as the Adviser may from time to time allocate allocated to the Sub-Adviser by the Adviser), including determining, from time to time, what securities (and other financial instruments) shall be purchased for management the Fund, what securities (and other financial instruments) shall be held or sold by the “Sub-Advised Assets”). The Sub-Adviser shall manage the Sub-Advised Assets in conformity with (i) the investment objectiveFund, policies and restrictions what portion of the Fund set forth Fund’s assets shall be held uninvested in cash, subject always to the provisions of the Trust’s Agreement and Declaration of Trust, By-Laws and each Fund’s prospectus and statement of additional information relating as set forth in the Trust’s registration statement on Form N-1A (the “Registration Statement”) under the 1940 Act, and under the Securities Act of 1933, as amended (the “1933 Act”), covering Fund shares, as filed with the U.S. Securities and Exchange Commission (the “SEC”), and to the investment objectives, policies and restrictions of each Fund, as they may shall be amended from time to timetime in effect, any additional policies or guidelinesand such other limitations, including without limitation compliance policies and procedures, established by procedures as the Adviser, Board or the Trust’s Chief Compliance Officer, or by the Trust’s Board of Trustees (“Board”) that have been furnished Adviser may reasonably impose from time to time and provide in writing to the Sub-Adviser, (ii) the written instructions and directions received from the Adviser and the Trust as delivered; and (iii) the requirements of the Investment Company Act of 1940 (the “1940 ActInvestment Policies”), . No reference in this Agreement to the Investment Advisers Act Sub-Adviser having full discretionary authority over each Fund’s portfolio investment decisions shall in any way limit the right of 1940 (“Advisers Act”), the Board or the Adviser to establish or revise policies in connection with the management of a Fund’s assets or to otherwise exercise its right to control the overall management of the Trust and all other federal and state laws applicable to registered investment companies and each Fund. The scope of the Sub-Adviser’s duties under this Agreementauthority for trading portfolio securities (and other financial instruments) for a Fund, all including selecting broker-dealers to execute purchase and sale transactions (“trading authority”), shall initially be as set forth on Schedule A hereto (which may be in effect from time to timediffer by Fund). The foregoing are referred Adviser may revise the scope of the Sub-Adviser’s trading authority upon the provision of at least 30 days’ written notice to below together the Sub-Adviser. Absent the Sub-Adviser’s provision of written notice declining such change, such a change shall be effective as of the later of the end of such 30-day period or the date set forth in such notice. If Schedule A indicates “partially discretionary” trading authority, initially, the Adviser shall retain discretionary trading authority for a mutually agreed subset of the Fund’s portfolio investments (the “Policies.” For purposes of compliance Subset”), and the Sub-Adviser shall be responsible for providing non-discretionary trading recommendations to the Adviser with respect to the Subset (in accordance with the Policiesapplicable terms of the “non-discretionary” trading authority paragraph below). In addition, the Sub-Adviser shall have full discretionary trading authority for the remaining portion of the Fund’s portfolio (in accordance with the applicable terms of the “discretionary” trading authority paragraph below). If Schedule A indicates “fully discretionary” trading authority, initially, the Sub-Adviser shall exercise full trading authority for a Fund with respect to purchases, sales or other transactions, as well as with respect to all other such things necessary or incidental to the furtherance or conduct of such purchases, sales or other transactions. If Schedule A indicates “non-discretionary” trading authority, initially, the Sub-Adviser shall be entitled responsible for promptly informing the Adviser (or another investment sub-advisory firm designated by the Adviser (herein, a “Trading Adviser”)) of portfolio investment decisions for a Fund in writing pursuant to treat mutually agreed notification protocols. In turn, the parties understand and acknowledge that the Adviser or the Trading Adviser, as the case may be, will fully rely on such notifications to effect the security (and other financial instrument) trading execution for each Fund’s portfolio investments. Additionally, the Adviser and the Trading Adviser, as the case may be, has full discretionary authority to select broker-dealers to effect the trading execution for a Fund’s portfolio investments. In the event the Adviser or the Trading Adviser desire clarification on a particular Sub-Advised Assets Adviser notification, the Adviser or the Trading Adviser, as though the Sub-Advised Assets constituted the entire Fundcase may be, and will seek guidance from the Sub-Adviser shall not be responsible prior to executing any transaction in question. In any way case (e.g., non-discretionary, partial discretion, or full discretion), the Adviser may retain such discretionary authority as it deems appropriate for the compliance effecting in-kind and other transactions of any assets Fund portfolio investments vis-à-vis “creation units.” Regardless of the Fund, other than scope of the Sub-Advised Assets, with the Policies. Subject to the foregoingAdviser’s trading authority, the Sub-Adviser is authorized, in its discretion acknowledges that the Board retains ultimate authority over each Fund and without prior consultation with may take any and all actions necessary and reasonable to protect the Adviser, to buy, sell, lend and otherwise trade in any stocks, bonds and other securities and investment instruments on behalf interests of the Fund, without regard to the length of time the securities have been held and the resulting rate of portfolio turnover or any tax considerations; and the majority or the whole of the Sub-Advised Assets may be invested in such proportions of stocks, bonds, other securities or investment instruments, or cash, as the Sub-Adviser shall determine. Notwithstanding the foregoing provisions of this Section 2(a), however, (i) the Sub-Adviser shall, upon and in accordance with written instructions from the Adviser, effect such portfolio transactions for the Sub-Advised Assets as the Adviser shall determine are necessary in order for the Fund to comply with the Policies, and (ii) upon notice to the Sub-Adviser, the Adviser may effect in-kind redemptions with shareholders of the Fund with securities included within the Sub-Advised Assetsshareholders.

Sub-Advisory Services. (a) a. The Sub-Adviser Subadviser shall, subject to the supervision and oversight of the AdviserManager and in cooperation with the Manager, as administrator, or with any other administrator appointed by the Manager (the “Administrator”), manage the investment and reinvestment of such portion of the assets of the Fund, as the Adviser may from time to time allocate to the Sub-Adviser for management (the “Sub-Advised Assets”)Portfolio. The Sub-Adviser Subadviser shall manage invest and reinvest the Sub-Advised Assets assets of the Portfolio in conformity with (i1) the investment objective, policies and restrictions of the Fund Portfolio set forth in the TrustFund’s prospectus and statement of additional information relating to the Fundinformation, as they may be amended revised or supplemented from time to time, relating to the Portfolio (the “Prospectus”), (2) any additional policies or guidelines, including without limitation compliance policies and procedures, guidelines established by the Adviser, the Trust’s Chief Compliance Officer, Manager or by the TrustFund’s Board of Trustees (“Board”) Directors that have been furnished in writing to the Sub-Adviser, Subadviser and (ii3) the written instructions provisions of the Internal Revenue Code (the “Code”) applicable to “regulated investment companies” (as defined in Section 851 of the Code) and directions received from “segregated asset accounts” (as defined in Section 817 of the Adviser Code) including, but not limited to, the diversification requirements of Section 817(h) of the Code and the Trust regulations thereunder, all as delivered; from time to time in effect (collectively, the “Policies”), and (iii) the requirements with all applicable provisions of law, including without limitation all applicable provisions of the Investment Company Act of 1940 (the “1940 Act”), ) the Investment Advisers Act rules and regulations thereunder and the interpretive opinions thereof of 1940 the staff of the Securities and Exchange Commission (“Advisers ActSEC”) (“SEC Positions”); provided, however, that the Manager agrees to inform the Subadviser of any and all applicable state insurance law restrictions that operate to limit or restrict the investments the Portfolio might otherwise make (“Insurance Restrictions”), and all other federal and state laws applicable to registered investment companies and inform the Sub-Adviser’s duties under this Agreement, all as may be in effect from time to time. The foregoing are referred to below together as the “Policies.” For purposes of compliance with the Policies, the Sub-Adviser shall be entitled to treat the Sub-Advised Assets as though the Sub-Advised Assets constituted the entire Fund, and the Sub-Adviser shall not be responsible in any way for the compliance Subadviser promptly of any assets of the Fund, other than the Sub-Advised Assets, with the Policieschanges in such Insurance Restrictions. Subject to the foregoing, the Sub-Adviser Subadviser is authorized, in its discretion and without prior consultation with the AdviserManager, to buy, sell, lend and otherwise trade in any stocks, bonds and other securities and investment instruments on behalf of the FundPortfolio, without regard to the length of time the securities have been held and the resulting rate of portfolio turnover or any tax considerations; and the majority or the whole of the Sub-Advised Assets Portfolio may be invested in such proportions of stocks, bonds, other securities or investment instruments, or cash, as the Sub-Adviser Subadviser shall determine. Notwithstanding the foregoing provisions of this Section 2(a)1.a, however, (i) the Sub-Adviser Subadviser shall, upon and in accordance with written instructions from the AdviserManager, effect such portfolio transactions for the Sub-Advised Assets Portfolio as the Adviser Manager shall determine are necessary in order for the Fund Portfolio to comply with the Policies, and (ii) upon notice to the Sub-Adviser, the Adviser may effect in-kind redemptions with shareholders of the Fund with securities included within the Sub-Advised Assets.

Sub-Advisory Services. (a) The Sub-Adviser shall, subject shall recommend to the supervision and oversight of the Adviser, manage from time to time, what securities shall be purchased for the investment Funds, what securities shall be held or sold by the Funds and reinvestment of such what portion of the Funds’ assets shall be held uninvested in cash, subject always to the provisions of the Trust’s Agreement and Declaration of Trust, By-Laws and each Fund’s prospectus and statement of additional information as set forth in the Trust’s registration statement on Form N-1A (the “Registration Statement”) under the 1940 Act, and under the Securities Act of 1933, as amended (the “1933 Act”), covering Fund shares, as filed with the U.S. Securities and Exchange Commission (the “SEC”), and to the investment objectives, policies and restrictions of each Fund, as the Adviser may shall be from time to time allocate in effect and such other limitations, policies and procedures as the Board or the Adviser may reasonably impose from time to time and provide in writing to the Sub-Adviser for management (the “Sub-Advised AssetsInvestment Policies”). The Sub-Adviser shall manage be responsible for promptly informing the Sub-Advised Assets Adviser of each such recommendation for each Fund in conformity with (i) the investment objective, policies and restrictions of the Fund set forth in the Trust’s prospectus and statement of additional information relating writing pursuant to the Fund, as they may be amended from time to time, any additional policies or guidelines, including without limitation compliance policies and procedures, established by the Advisermutually agreed notification protocols. In turn, the Trust’s Chief Compliance Officer, or by the Trust’s Board of Trustees (“Board”) parties understand and acknowledge that have been furnished in writing to the Sub-Adviser, (ii) the written instructions and directions received from the Adviser and will rely on such recommendations to make final investment determinations for the Trust as delivered; and (iii) the requirements of the Investment Company Act of 1940 (the “1940 Act”)security purchases, the Investment Advisers Act of 1940 (“Advisers Act”)holdings, and all other federal and state laws applicable to registered sales for each Fund’s investment companies and the portfolio. The Sub-Adviser’s duties under authority with respect to the Funds is non-discretionary. Nothing in this Agreement, all as may be Agreement shall in effect from time any way limit the right of the Board or the Adviser to timeestablish or revise policies in connection with the management of a Fund’s assets or to otherwise exercise its right to control the overall management of the Trust and each Fund. The foregoing are referred to below together as the “Policies.” For purposes of compliance with the Policies, the Sub-Adviser shall be entitled acknowledges that the Board retains ultimate authority over each Fund and may take any and all actions necessary and reasonable to treat protect the Sub-Advised Assets as though the Sub-Advised Assets constituted the entire Fund, and the Sub-Adviser shall not be responsible in any way for the compliance interests of any assets of the Fund, other than the Sub-Advised Assets, with the Policies. Subject to the foregoing, the Sub-Adviser is authorized, in its discretion and without prior consultation with the Adviser, to buy, sell, lend and otherwise trade in any stocks, bonds and other securities and investment instruments on behalf of the Fund, without regard to the length of time the securities have been held and the resulting rate of portfolio turnover or any tax considerations; and the majority or the whole of the Sub-Advised Assets may be invested in such proportions of stocks, bonds, other securities or investment instruments, or cash, as the Sub-Adviser shall determine. Notwithstanding the foregoing provisions of this Section 2(a), however, (i) the Sub-Adviser shall, upon and in accordance with written instructions from the Adviser, effect such portfolio transactions for the Sub-Advised Assets as the Adviser shall determine are necessary in order for the Fund to comply with the Policies, and (ii) upon notice to the Sub-Adviser, the Adviser may effect in-kind redemptions with shareholders of the Fund with securities included within the Sub-Advised Assetsshareholders.

Sub-Advisory Services. (a) The Sub-Adviser shall, subject to the supervision and oversight of the Adviser, manage the shall have full discretionary authority for portfolio investment and reinvestment of such decisions for a Fund (or each portion of the a Fund’s assets of the Fund, as the Adviser may from time to time allocate allocated to the Sub-Adviser by the Adviser), including determining, from time to time, what securities (and other financial instruments) shall be purchased for management the Fund, what securities (and other financial instruments) shall be held or sold by the “Sub-Advised Assets”). The Sub-Adviser shall manage the Sub-Advised Assets in conformity with (i) the investment objectiveFund, policies and restrictions what portion of the Fund set forth Fund’s assets shall be held uninvested in cash, subject always to the provisions of the Trust’s Agreement and Declaration of Trust, By-Laws and each Fund’s prospectus and statement of additional information relating as set forth in the Trust’s registration statement on Form N-1A (the “Registration Statement”) under the 1940 Act, and under the Securities Act of 1933, as amended (the “1933 Act”), covering Fund shares, as filed with the U.S. Securities and Exchange Commission (the “SEC”), and to the investment objectives, policies and restrictions of each Fund, as they may shall be amended from time to timetime in effect, any additional policies or guidelinesand such other limitations, including without limitation compliance policies and procedures, established by procedures as the Adviser, Board or the Trust’s Chief Compliance Officer, or by the Trust’s Board of Trustees (“Board”) that have been furnished Adviser may reasonably impose from time to time and provide in writing to the Sub-Adviser, (ii) the written instructions and directions received from the Adviser and the Trust as delivered; and (iii) the requirements of the Investment Company Act of 1940 (the “1940 ActInvestment Policies”), . No reference in this Agreement to the Investment Advisers Act Sub-Adviser having full discretionary authority over each Fund’s portfolio investment decisions shall in any way limit the right of 1940 (“Advisers Act”), the Board or the Adviser to establish or revise policies in connection with the management of a Fund’s assets or to otherwise exercise its right to control the overall management of the Trust and all other federal and state laws applicable to registered investment companies and each Fund. The scope of the Sub-Adviser’s duties under this Agreementauthority for trading portfolio securities (and other financial instruments) for a Fund, all including selecting broker-dealers to execute purchase and sale transactions (“trading authority”), shall initially be as set forth on Schedule A hereto (which may be in effect from time to timediffer by Fund). The foregoing are referred Adviser may revise the scope of the Sub-Adviser’s trading authority upon the provision of at least 30 days’ written notice to below together the Sub-Adviser. Absent the Sub-Adviser’s provision of written notice declining such change, such a change shall be effective as of the later of the end of such 30-day period or the date set forth in such notice. If Schedule A indicates “partially discretionary” trading authority, initially, the Adviser shall retain discretionary trading authority for a mutually agreed subset of the Fund’s portfolio investments (the “Policies.” For purposes of compliance Subset”), and the Sub-Adviser shall be responsible for providing non-discretionary trading recommendations to the Adviser with respect to the Subset (in accordance with the Policiesapplicable terms of the “non-discretionary” trading authority paragraph below). In addition, the Sub-Adviser shall have full discretionary trading authority for the remaining portion of the Fund’s portfolio (in accordance with the applicable terms of the “discretionary” trading authority paragraph below). If Schedule A indicates “fully discretionary” trading authority, initially, the Sub-Adviser shall exercise full trading authority for a Fund with respect to purchases, sales or other transactions, as well as with respect to all other such things necessary or incidental to the furtherance or conduct of such purchases, sales or other transactions. If Schedule A indicates “non-discretionary” trading authority, initially, the Sub-Adviser shall be entitled responsible for promptly informing the Adviser (or another investment sub-advisory firm designated by the Adviser (herein, a “Trading Adviser”)) of portfolio investment decisions for a Fund in writing pursuant to treat mutually agreed notification protocols. In turn, the parties understand and acknowledge that the Adviser or the Trading Adviser, as the case may be, will fully rely on such notifications to effect the security (and other financial instrument) trading execution for each Fund’s portfolio investments. The Adviser and the Trading Adviser shall have no discretionary authority for portfolio investment decisions for a Fund; however, each of the Adviser and the Trading Adviser, as the case may be, has full discretionary authority to select broker-dealers to effect the trading execution for a Fund’s portfolio investments. In the event the Adviser or the Trading Adviser desire clarification on a particular Sub-Advised Assets Adviser notification, the Adviser or the Trading Adviser, as though the Sub-Advised Assets constituted the entire Fundcase may be, and will seek guidance from the Sub-Adviser shall not be responsible prior to executing any transaction in any way for the compliance of any assets question. Regardless of the Fund, other than scope of the Sub-Advised Assets, with the Policies. Subject to the foregoingAdviser’s trading authority, the Sub-Adviser is authorized, in its discretion acknowledges that the Board retains ultimate authority over each Fund and without prior consultation with may take any and all actions necessary and reasonable to protect the Adviser, to buy, sell, lend and otherwise trade in any stocks, bonds and other securities and investment instruments on behalf interests of the Fund, without regard to the length of time the securities have been held and the resulting rate of portfolio turnover or any tax considerations; and the majority or the whole of the Sub-Advised Assets may be invested in such proportions of stocks, bonds, other securities or investment instruments, or cash, as the Sub-Adviser shall determine. Notwithstanding the foregoing provisions of this Section 2(a), however, (i) the Sub-Adviser shall, upon and in accordance with written instructions from the Adviser, effect such portfolio transactions for the Sub-Advised Assets as the Adviser shall determine are necessary in order for the Fund to comply with the Policies, and (ii) upon notice to the Sub-Adviser, the Adviser may effect in-kind redemptions with shareholders of the Fund with securities included within the Sub-Advised Assetsshareholders.

Sub-Advisory Services. (a) a. The Sub-Adviser shall, subject to the supervision and oversight of the AdviserManager and of any administrator appointed by the Manager (the "Administrator"), manage the investment and reinvestment of such portion of the assets of the Fund, Series as the Adviser Manager may from time to time allocate to the Sub-Adviser for management (such portion, the “"Segment") and the Sub-Advised Assets”)Adviser shall have the authority on behalf of the Series to vote all proxies and exercise all other rights of the Series as a security holder of companies in which the Segment from time to time invests. The Sub-Adviser shall manage the Sub-Advised Assets Segment in conformity with (i1) the investment objective, policies and restrictions of the Fund Series set forth in the Trust’s 's prospectus and statement of additional information relating to the FundSeries, as they may be amended from time to time, (2) any additional policies or guidelines, including without limitation compliance policies and procedures, guidelines established by the Adviser, the Trust’s Chief Compliance Officer, Manager or by the Trust’s Board of Trustees (“Board”) 's trustees that have been furnished in writing to the Sub-Adviser, Adviser and (ii3) the written instructions provisions of the Internal Revenue Code (the "Code") applicable to "regulated investment companies" (as defined in Section 851 of the Code), all as from time to time in effect (collectively, the "Policies"), and directions received from the Adviser and the Trust as delivered; and (iii) the requirements with all applicable provisions of law, including without limitation all applicable provisions of the Investment Company Act of 1940 (the “"1940 Act”), the Investment Advisers Act of 1940 (“Advisers Act”), and all other federal and state laws applicable to registered investment companies ") and the Sub-Adviser’s duties under this Agreement, all as may be in effect from time to timerules and regulations thereunder. The foregoing are referred to below together as the “Policies.” For purposes of compliance with the Policies, the Sub-Adviser shall be entitled to treat the Sub-Advised Assets Segment as though the Sub-Advised Assets Segment constituted the entire FundSeries, and the Sub-Adviser shall not be responsible in any way for the compliance of any assets of the FundSeries, other than the Sub-Advised AssetsSegment, with the Policies, or for the compliance of the Series, taken as a whole, with the Policies. Subject to the foregoing, the Sub-Adviser is authorized, in its discretion and without prior consultation with the AdviserManager, to buy, sell, lend and otherwise trade in any stocks, bonds and other securities and investment instruments on behalf of the FundSeries, without regard to the length of time the securities have been held and the resulting rate of portfolio turnover or any tax considerations; and the majority or the whole of the Sub-Advised Assets Segment may be invested in such proportions of stocks, bonds, other securities or investment instruments, or cash, as the Sub-Adviser shall determine. Notwithstanding the foregoing provisions of this Section 2(a), 1.a; however, (i) the Sub-Adviser shall, upon and in accordance with written instructions from the AdviserManager, effect such portfolio transactions for the Sub-Advised Assets Segment as the Adviser Manager shall determine are necessary in order for the Fund Series to comply with the Policies, and (ii) upon notice to the Sub-Adviser, the Adviser may effect in-kind redemptions with shareholders of the Fund with securities included within the Sub-Advised Assets.

Sub-Advisory Services. (a) a. The Sub-Adviser Subadviser shall, subject to the supervision and oversight of the AdviserManager and in cooperation with the Manager, as administrator, or with any other administrator appointed by the Manager (the “Administrator”), manage the investment and reinvestment of such portion of the assets of the Fund, as the Adviser may from time to time allocate to the Sub-Adviser for management (the “Sub-Advised Assets”)Portfolio. The Sub-Adviser Subadviser shall manage invest and reinvest the Sub-Advised Assets assets of the Portfolio in conformity accordance with (i1) the investment objective, policies and restrictions of the Fund Portfolio set forth in the TrustFund’s prospectus and statement of additional information relating to the Fundinformation, as they may be amended revised or supplemented from time to time, relating to the Portfolio (the “Prospectus”), (2) any additional policies or guidelines, including without limitation compliance policies and procedures, guidelines established by the Adviser, the Trust’s Chief Compliance Officer, Manager or by the TrustFund’s Board of Trustees (“Board”) Directors that have been furnished in writing to the Sub-Adviser, Subadviser and (ii3) the written instructions provisions of the Internal Revenue Code (the “Code”) applicable to “regulated investment companies” (as defined in Section 851 of the Code) and directions received from “segregated asset accounts” (as defined in Section 817 of the Adviser Code) including, but not limited to, the diversification requirements of Section 817(h) of the Code and the Trust regulations thereunder, all as delivered; from time to time in effect (collectively, the “Policies”), and (iii) the requirements with all applicable provisions of law, including without limitation applicable provisions of the Investment Company Act of 1940 (the “1940 Act”), ) the Investment Advisers Act rules and regulations thereunder and the interpretive opinions thereof of 1940 the staff of the Securities and Exchange Commission (“Advisers ActSEC”) (“SEC Positions”); provided, however, that the Manager agrees to inform the Subadviser of any and all applicable state insurance law restrictions that operate to limit or restrict the investments the Portfolio might otherwise make (“Insurance Restrictions”), and all other federal and state laws applicable to registered investment companies and inform the Sub-Adviser’s duties under this Agreement, all as may be in effect from time to time. The foregoing are referred to below together as the “Policies.” For purposes of compliance with the Policies, the Sub-Adviser shall be entitled to treat the Sub-Advised Assets as though the Sub-Advised Assets constituted the entire Fund, and the Sub-Adviser shall not be responsible in any way for the compliance Subadviser promptly of any assets of the Fund, other than the Sub-Advised Assets, with the Policieschanges in such Insurance Restrictions. Subject to the foregoing, the Sub-Adviser Subadviser is authorized, in its discretion and without prior consultation with the AdviserManager, to buy, sell, lend and otherwise trade in any stocks, bonds and other securities and investment instruments on behalf of the FundPortfolio, without regard to the length of time the securities have been held and the resulting rate of portfolio turnover or any tax considerations; and the majority or the whole of the Sub-Advised Assets Portfolio may be invested in such proportions of stocks, bonds, other securities or investment instruments, or cash, as the Sub-Adviser Subadviser shall determine. Notwithstanding the foregoing provisions of this Section 2(a)1.a, however, (i) the Sub-Adviser Subadviser shall, make reasonable commercial efforts , upon and in accordance with written instructions from the AdviserManager, effect such portfolio transactions for the Sub-Advised Assets Portfolio as the Adviser Manager shall determine are necessary in order for the Fund Portfolio to comply with the Policies, Policies and (ii) upon notice to the Sub-Adviser, the Adviser may effect in-kind redemptions with shareholders of the Fund with securities included within the Sub-Advised AssetsSubadvisor shall not be liable for any losses resulting from such transactions.

Sub-Advisory Services. (a) a. The Sub-Adviser shall, subject to the supervision and oversight of the AdviserManager and of any administrator appointed by the Manager (the "Administrator"), manage the investment and reinvestment of such portion of the assets of the FundSeries, and have the authority on behalf of the Series to vote all proxies and exercise all other rights of the Series as a security holder of companies in which the Adviser may Series from time to time allocate to the Sub-Adviser for management (the “Sub-Advised Assets”)invests. The Sub-Adviser shall manage the Sub-Advised Assets Series in conformity with (i1) the investment objective, policies and restrictions of the Fund Series set forth in the Trust’s 's prospectus and statement of additional information relating to the FundSeries, as they may be amended from time to time, (2) any additional policies or guidelines, including without limitation compliance policies and procedures, guidelines established by the Adviser, the Trust’s Chief Compliance Officer, Manager or by the Trust’s Board of Trustees (“Board”) 's trustees that have been furnished in writing to the Sub-Adviser, Adviser and (ii3) the written instructions provisions of the Internal Revenue Code (the "Code") applicable to "regulated investment companies" (as defined in Section 851 of the Code), all as from time to time in effect (collectively, the "Policies"), and directions received from the Adviser and the Trust as delivered; and (iii) the requirements with all applicable provisions of law, including without limitation all applicable provisions of the Investment Company Act of 1940 (the “"1940 Act”), the Investment Advisers Act of 1940 (“Advisers Act”), and all other federal and state laws applicable to registered investment companies ") and the Sub-Adviser’s duties under this Agreement, all as may be in effect from time to timerules and regulations thereunder. The foregoing are referred to below together as the “Policies.” For purposes of compliance with the Policies, the Sub-Adviser shall be entitled to treat the Sub-Advised Assets Segment as though the Sub-Advised Assets Segment constituted the entire FundSeries, and the Sub-Adviser shall not be responsible in any way for the compliance of any assets of the FundSeries, other than the Sub-Advised AssetsSegment, with the Policies, or for the compliance of the Series, taken as a whole, with the Policies. Subject to the foregoing, the Sub-Adviser is authorized, in its discretion and without prior consultation with the AdviserManager, to buy, sell, lend and otherwise trade in any stocks, bonds and other securities and investment instruments on behalf of the FundSeries, without regard to the length of time the securities have been held and the resulting rate of portfolio turnover or any tax considerations; and the majority or the whole of the Sub-Advised Assets Series may be invested in such proportions of stocks, bonds, other securities or investment instruments, or cash, as the Sub-Adviser shall determine. Notwithstanding the foregoing provisions of this Section 2(a), 1.a; however, (i) the Sub-Adviser shall, upon and in accordance with written instructions from the AdviserManager, effect such portfolio transactions for the Sub-Advised Assets Segment as the Adviser Manager shall determine are necessary in order for the Fund Series to comply with the Policies, and (ii) upon notice to the Sub-Adviser, the Adviser may effect in-kind redemptions with shareholders of the Fund with securities included within the Sub-Advised Assets.

Sub-Advisory Services. (a) The Sub-Adviser shall, subject to the supervision and oversight of the Adviser, manage the investment and reinvestment of such portion of the assets of the Fund, as the Adviser may from time to time allocate to the Sub-Adviser for management (the “Sub-Advised Assets”). The Sub-Adviser shall manage determine, from time to time, what securities shall be purchased for each Fund, what securities shall be held or sold by each Fund and what portion of each Fund’s assets shall be held uninvested in cash, subject always to the Sub-Advised Assets in conformity with (i) the investment objective, policies and restrictions provisions of the Fund set forth in the Trust’s Agreement and Declaration of Trust, By-Laws and each Fund’s prospectus and statement of additional information relating as set forth in the Trust’s registration statement on Form N‑1A (the “Registration Statement”) under the 1940 Act, and under the Securities Act of 1933, as amended (the “1933 Act”), covering Fund shares, as filed with the U.S. Securities and Exchange Commission (the “SEC”), and to the investment objectives, policies and restrictions of each Fund, as they may shall be amended from time to timetime in effect and such other limitations, any additional policies or guidelines, including without limitation compliance policies and procedures, established by procedures as the Adviser, Board or the Trust’s Chief Compliance Officer, or by the Trust’s Board of Trustees (“Board”) that have been furnished Adviser may reasonably impose from time to time and provide in writing to the Sub-Adviser, (ii) the written instructions and directions received from the Adviser and the Trust as delivered; and (iii) the requirements of the Investment Company Act of 1940 Sub‑Adviser (the “1940 ActInvestment Policies”). To carry out such obligations, the Investment Advisers Act of 1940 (“Advisers Act”)Sub‑Adviser shall exercise full discretion and act for each Fund in the same manner and with the same force and effect as each Fund itself might or could do with respect to purchases, and sales or other transactions, as well as with respect to all other federal and state laws applicable such things necessary or incidental to registered investment companies and the Sub-Adviser’s duties under furtherance or conduct of such purchases, sales or other transactions. No reference in this Agreement, all as may be in effect from time Agreement to time. The foregoing are referred to below together as the “Policies.” For purposes of compliance with the Policies, the Sub-Adviser having full discretionary authority over each Fund’s investments shall be entitled in any way limit the right of the Board or the Adviser to treat establish or revise policies in connection with the Sub-Advised Assets as though management of a Fund’s assets or to otherwise exercise its right to control the Sub-Advised Assets constituted overall management of the entire Trust and each Fund, and the . The Sub-Adviser shall not be responsible in acknowledges that the Board retains ultimate authority over each Fund and may take any way for and all actions necessary and reasonable to protect the compliance interests of any assets of the Fund, other than the Sub-Advised Assets, with the Policies. Subject to the foregoing, the Sub-Adviser is authorized, in its discretion and without prior consultation with the Adviser, to buy, sell, lend and otherwise trade in any stocks, bonds and other securities and investment instruments on behalf of the Fund, without regard to the length of time the securities have been held and the resulting rate of portfolio turnover or any tax considerations; and the majority or the whole of the Sub-Advised Assets may be invested in such proportions of stocks, bonds, other securities or investment instruments, or cash, as the Sub-Adviser shall determineFund shareholders. Notwithstanding the foregoing provisions of this Section 2(a)2, however, (i) the Sub-Adviser shall, upon and in accordance with written instructions from the Adviser, effect such portfolio transactions for the Sub-Advised Assets as the Adviser shall determine are necessary in order for the each Fund to comply with the Investment Policies, and (ii) upon notice to the Sub-Adviser, the Adviser may effect in-kind redemptions with shareholders of one or more Funds with the Fund with securities included within the Sub-Advised Assetsrelevant Fund’s holdings.

Sub-Advisory Services. (a) Subject to the supervision of the Board and the Adviser, the Sub-Adviser shall assist the Adviser in providing a continuous investment program with respect to the Fund’s portfolio, including investment research and management with respect to all securities and investments and cash equivalents in the Fund, except as otherwise provided in Section 6 herein. The Sub-Adviser shallmay determine the securities and investments to be purchased, subject sold or retained by the Fund in accordance with the Adviser’s stewardship investing guidelines. In cooperation with the Sub-Adviser, the Adviser will provide guidance regarding individual securities and/or sectors that shall not be purchased for the Fund and reserves the right to remove securities from the supervision Fund that do not meet the Adviser’s social screens. The Sub-Adviser may place orders directly with the issuer or any broker or dealer for such securities and oversight investments. The Sub-Adviser will provide services under this Agreement in accordance with the Fund’s investment objective, policies and restrictions as stated in the Fund’s currently effective prospectus and statement of additional information, the Trust’s Declaration of Trust and By-laws, each as amended from time to time, and resolutions of the Adviser, manage the investment and reinvestment of such portion of the assets of Board applicable to the Fund, each as the Adviser may from time to time allocate provided to the Sub-Adviser for management (by the “Sub-Advised Assets”)Adviser. The Sub-Adviser shall manage the Sub-Advised Assets in conformity with (i) the investment objective, policies have authority to enter into and restrictions execute agreements on behalf of the Fund set forth in the Trust’s prospectus and statement of additional information relating to the Fund, as they may be amended from time to time, any additional policies acquisition or guidelines, including without limitation compliance policies disposition of investment assets and procedures, established by the Adviser, the Trust’s Chief Compliance Officer, or by the Trust’s Board execution of Trustees (“Board”) that have been furnished in writing portfolio transactions pursuant to the Sub-Adviser’s management of the Fund under this Agreement. Such agreements may include foreign exchange contracts and other transactional agreements. Nothing contained herein, however, shall be deemed to authorize the Sub-Adviser to take or receive physical possession of any cash or securities held in the Fund, it being intended that sole responsibility for safekeeping thereof (iiin such investments as the Sub-Adviser shall direct) the written instructions and directions received from the Adviser and the Trust as delivered; and (iii) the requirements consummation of the Investment Company Act of 1940 (the “1940 Act”)all such purchases, the Investment Advisers Act of 1940 (“Advisers Act”)sales, deliveries, and all other federal and state laws applicable investments made pursuant to registered investment companies and the Sub-Adviser’s duties under this Agreement, all as may be in effect from time to timedirection shall rest upon the custodian for the Fund. The foregoing are referred to below together as the “Policies.” For purposes of compliance with the Policies, the Sub-Adviser shall be entitled to treat the Sub-Advised Assets as though the Sub-Advised Assets constituted the entire Fund, and parties hereto also agree that the Sub-Adviser shall not receive or vote proxies or other similar solicitations on behalf of the Fund and that such proxies and other similar solicitations shall be responsible voted by the Adviser in any way accordance with its procedures. The Sub-Adviser warrants that all actions taken in the exercise of the power herein granted to the Sub-Adviser will be taken solely and exclusively for the compliance of any assets benefit of the Fund, other than . Without limiting the Sub-Advised Assets, with the Policies. Subject to generality of the foregoing, the Sub-Adviser is authorized, in its discretion and without prior consultation with the Adviser, to buy, sell, lend and otherwise trade in any stocks, bonds and other securities and investment instruments on behalf of the Fund, without regard to the length of time the securities have been held and the resulting rate of portfolio turnover or any tax considerations; and the majority or the whole of the Sub-Advised Assets may be invested in such proportions of stocks, bonds, other securities or investment instruments, or cash, as the Sub-Adviser shall determine. Notwithstanding the foregoing provisions of this Section 2(a), however, (i) the Sub-Adviser shall, upon and in accordance with written instructions from the Adviser, effect such portfolio transactions for the Sub-Advised Assets as the Adviser shall determine are necessary in order for the Fund to comply with the Policies, and (ii) upon notice to the Sub-Adviser, the Adviser may effect in-kind redemptions with shareholders of the Fund with securities included within the Sub-Advised Assets.further agrees that it:

Sub-Advisory Services. (a) The Sub-Adviser shall, subject to the supervision and oversight of the Adviser, manage the investment and reinvestment of such portion of the assets of the FundCompany, as the Adviser may from time to time allocate to the Sub-Adviser for management (the “Sub-Advised Assets”). The Sub-Adviser shall manage the Sub-Advised Assets in conformity with (i) the investment objective, policies and restrictions of the Fund Company set forth in the Trust’s prospectus and statement of additional information relating to the Fund1x Long VIX ETF, as they may be amended from time to time, any additional policies or guidelines, including without limitation compliance policies and procedures, established by the Adviser, the Trust’s Chief Compliance Officer, or by the Trust’s Board of Trustees (“Board”) that have been furnished in writing to the Sub-Adviser, (ii) the written instructions and directions received from the Adviser and the Trust as delivered; and (iii) the requirements of the Investment Company Act of 1940 (the “1940 Act”), the Investment Advisers Act of 1940 (“Advisers Act”), and all other federal and state laws applicable to registered investment companies and the Sub-Adviser’s duties under this Agreement, all as may be in effect from time to time. The foregoing are referred to below together as the “Policies.” For purposes of compliance with the Policies, the Sub-Adviser shall be entitled to treat the Sub-Advised Assets as though the Sub-Advised Assets constituted the entire FundCompany, and the Sub-Adviser shall not be responsible in any way for the compliance of any assets of the FundCompany, other than the Sub-Advised Assets, with the Policies. Subject to the foregoing, the Sub-Adviser is authorized, in its discretion and without prior consultation with the Adviser, to buy, sell, lend and otherwise trade in any stocks, bonds and other securities and investment instruments on behalf of the FundCompany, without regard to the length of time the securities have been held and the resulting rate of portfolio turnover or any tax considerations; and the majority or the whole of the Sub-Advised Assets may be invested in such proportions of stocks, bonds, other securities or investment instruments, or cash, as the Sub-Adviser shall determine. Notwithstanding the foregoing provisions of this Section 2(a), however, (i) the Sub-Adviser shall, upon and in accordance with written instructions from the Adviser, effect such portfolio transactions for the Sub-Advised Assets as the Adviser shall determine are necessary in order for the Fund Company to comply with the Policies, and (ii) upon notice to the Sub-Adviser, the Adviser may effect in-kind redemptions with shareholders of the Fund Company with securities included within the Sub-Advised Assets.

Sub-Advisory Services. (a) The Sub-Adviser shall, subject to the supervision and oversight of the Adviser, manage the investment and reinvestment of such portion of the assets of the Fund, as the Adviser may from time to time allocate to the Sub-Adviser for management (the “Sub-Advised Assets”). The Sub-Adviser shall manage determine, from time to time, what securities shall be purchased for the Sub-Advised Assets in conformity with (i) Funds, what securities shall be held or sold by the investment objective, policies Funds and restrictions what portion of the Fund set forth Funds’ assets shall be held uninvested in cash, subject always to the provisions of the Trust’s Agreement and Declaration of Trust, By-Laws and each Fund’s prospectus and statement of additional information relating as set forth in the Trust’s registration statement on Form N‑1A (the “Registration Statement”) under the 1940 Act, and under the Securities Act of 1933, as amended (the “1933 Act”), covering Fund shares, as filed with the U.S. Securities and Exchange Commission (the “SEC”), and to the investment objectives, policies and restrictions of each Fund, as they may shall be amended from time to timetime in effect and such other limitations, any additional policies or guidelines, including without limitation compliance policies and procedures, established by procedures as the Adviser, Board or the Trust’s Chief Compliance Officer, or by the Trust’s Board of Trustees (“Board”) that have been furnished Adviser may reasonably impose from time to time and provide in writing to the Sub-Adviser, (ii) the written instructions and directions received from the Adviser and the Trust as delivered; and (iii) the requirements of the Investment Company Act of 1940 Sub‑Adviser (the “1940 ActInvestment Policies”), the Investment Advisers Act of 1940 (“Advisers Act”), and all other federal and state laws applicable to registered investment companies and the Sub-Adviser’s duties under this Agreement, all as may be in effect from time to time. The foregoing are referred to below together as the “Policies.” For purposes of compliance with the PoliciesTo carry out such obligations, the Sub-Adviser shall be entitled exercise full discretion and act for the Funds in the same manner and with the same force and effect as the Funds themselves might or could do with respect to treat purchases, sales or other transactions, as well as with respect to all other such things necessary or incidental to the Sub-Advised Assets as though the Sub-Advised Assets constituted the entire Fundfurtherance or conduct of such purchases, and sales or other transactions. No reference in this Agreement to the Sub-Adviser having full discretionary authority over each Fund’s investments shall not be responsible in any way for limit the compliance of any assets right of the Fund, other than Board or the Sub-Advised Assets, Adviser to establish or revise policies in connection with the Policiesmanagement of a Fund’s assets or to otherwise exercise its right to control the overall management of the Trust and each Fund. Subject to the foregoing, the The Sub-Adviser is authorized, in its discretion acknowledges that the Board retains ultimate authority over each Fund and without prior consultation with may take any and all actions necessary and reasonable to protect the Adviser, to buy, sell, lend and otherwise trade in any stocks, bonds and other securities and investment instruments on behalf interests of the Fund, without regard to the length of time the securities have been held and the resulting rate of portfolio turnover or any tax considerations; and the majority or the whole of the Sub-Advised Assets may be invested in such proportions of stocks, bonds, other securities or investment instruments, or cash, as the Sub-Adviser shall determine. Notwithstanding the foregoing provisions of this Section 2(a), however, (i) the Sub-Adviser shall, upon and in accordance with written instructions from the Adviser, effect such portfolio transactions for the Sub-Advised Assets as the Adviser shall determine are necessary in order for the Fund to comply with the Policies, and (ii) upon notice to the Sub-Adviser, the Adviser may effect in-kind redemptions with shareholders of the Fund with securities included within the Sub-Advised Assetsshareholders.

Sub-Advisory Services. (a) The Sub-Adviser shallshall determine what securities (and other financial instruments) shall be purchased for the Funds, subject to what securities (and other financial instruments) shall be held or sold by the supervision Funds and oversight of the Adviser, manage the investment and reinvestment of such what portion of the Funds’ assets shall be held uninvested in cash, subject always to the provisions of the Trust’s Agreement and Declaration of Trust, By-Laws and each Fund’s prospectus and statement of additional information as set forth in the Trust’s registration statement on Form N-1A (the “Registration Statement”) under the 1940 Act, and under the Securities Act of 1933, as amended (the “1933 Act”), covering Fund shares, as filed with the U.S. Securities and Exchange Commission (the “SEC”), and to the investment objectives, policies and restrictions of each Fund, as the Adviser may shall be from time to time allocate in effect and such other limitations, policies and procedures as the Board or the Adviser may reasonably impose from time to time and provide in writing to the Sub-Adviser for management (the “Sub-Advised AssetsInvestment Policies”). The Sub-Adviser shall manage be responsible for promptly informing the SubAdviser (or another investment sub-Advised Assets advisory firm designated by the Adviser (herein, a “Trading Adviser”)) of each such recommendation for each Fund in conformity writing pursuant to mutually agreed notification protocols. In turn, the parties understand and acknowledge that the Adviser or the Trading Adviser, as the case may be, will fully rely on such recommendations for the security (and other financial instrument) purchases, holdings, and sales for each Fund’s investment portfolio; and to that extent, the Trading Adviser’s authority with (i) the investment objective, policies and restrictions of the Fund set forth in the Trust’s prospectus and statement of additional information relating respect to the FundFunds is non-discretionary. However, as they may be amended from time to time, any additional policies or guidelines, including without limitation compliance policies and procedures, established by the Adviser, the Trust’s Chief Compliance Officer, or by the Trust’s Board each of Trustees (“Board”) that have been furnished in writing to the Sub-Adviser, (ii) the written instructions and directions received from the Adviser and the Trust Trading Adviser, as delivered; the case may be, has sole discretion to select brokerage firms to effect the recommended security (and (iiiother financial instrument) purchases and sales. In the requirements of event the Investment Company Act of 1940 (Adviser or the “1940 Act”)Trading Adviser desires clarification on a particular Sub-Adviser recommendation, the Investment Advisers Act of 1940 (“Advisers Act”)Adviser or the Trading Adviser, and all other federal and state laws applicable to registered investment companies and the Sub-Adviser’s duties under this Agreement, all as may be in effect from time to time. The foregoing are referred to below together as the “Policies.” For purposes of compliance with the Policiescase may be, will seek guidance from the Sub-Adviser prior to effecting the transaction in question. Nothing in this Agreement shall be entitled in any way limit the right of the Board or the Adviser to treat establish or revise policies in connection with the Sub-Advised Assets as though management of a Fund’s assets or to otherwise exercise its right to control the Sub-Advised Assets constituted overall management of the entire Trust and each Fund, and the . The Sub-Adviser shall not be responsible in acknowledges that the Board retains ultimate authority over each Fund and may take any way for and all actions necessary and reasonable to protect the compliance interests of any assets of the Fund, other than the Sub-Advised Assets, with the Policies. Subject to the foregoing, the Sub-Adviser is authorized, in its discretion and without prior consultation with the Adviser, to buy, sell, lend and otherwise trade in any stocks, bonds and other securities and investment instruments on behalf of the Fund, without regard to the length of time the securities have been held and the resulting rate of portfolio turnover or any tax considerations; and the majority or the whole of the Sub-Advised Assets may be invested in such proportions of stocks, bonds, other securities or investment instruments, or cash, as the Sub-Adviser shall determine. Notwithstanding the foregoing provisions of this Section 2(a), however, (i) the Sub-Adviser shall, upon and in accordance with written instructions from the Adviser, effect such portfolio transactions for the Sub-Advised Assets as the Adviser shall determine are necessary in order for the Fund to comply with the Policies, and (ii) upon notice to the Sub-Adviser, the Adviser may effect in-kind redemptions with shareholders of the Fund with securities included within the Sub-Advised Assetsshareholders.

Sub-Advisory Services. (a) The Sub-Adviser shall, subject to the supervision and oversight of the Adviser, manage the investment and reinvestment of such portion of the assets of the Fund, as the Adviser may from time to time allocate to the Sub-Adviser for management (the “Sub-Advised Assets”), subject to the Adviser’s direction with respect to security selection. The Sub-Adviser shall manage the Sub-Advised Assets in conformity with (i) the investment objective, policies and restrictions of the Fund set forth in the Trust’s prospectus and statement of additional information relating to the Fund, as they may be amended from time to time, any additional policies or guidelines, including without limitation compliance policies and procedures, established by the Adviser, the Trust’s Chief Compliance Officer, or by the Trust’s Board of Trustees (“Board”) that have been furnished in writing to the Sub-Adviser, (ii) the written instructions and directions received from the Adviser and the Trust as delivered; and (iii) the requirements of the Investment Company Act of 1940 (the “1940 Act”), the Investment Advisers Act of 1940 (“Advisers Act”), and all other federal and state laws applicable to registered investment companies and the Sub-Adviser’s duties under this Agreement, all as may be in effect from time to time. The foregoing are referred to below together as the “Policies.” For purposes of compliance with the Policies, the Sub-Adviser shall be entitled to treat the Sub-Advised Assets as though the Sub-Advised Assets constituted the entire Fund, and the Sub-Adviser shall not be responsible in any way for the compliance of any assets of the Fund, other than the Sub-Advised Assets, with the Policies. Subject to the foregoing, the Sub-Adviser is authorized, in its discretion and without prior consultation with the Adviser, to buy, sell, lend and otherwise trade in any stocks, bonds and other securities and investment instruments that have been approved by the Adviser on behalf of the Fund, without regard to the length of time the securities have been held and the resulting rate of portfolio turnover or any tax considerations; and the majority or the whole of the Sub-Advised Assets may be invested in such proportions of stocks, bonds, other securities or investment instruments, or cash, as the Sub-Adviser shall determine. Notwithstanding the foregoing provisions of this Section 2(a), however, (i) the Sub-Adviser shall, upon and in accordance with written instructions from the Adviser, effect such portfolio transactions for the Sub-Advised Assets as the Adviser shall determine are necessary in order for the Fund to comply with the Policies, and (ii) upon notice to the Sub-Adviser, the Adviser may effect in-kind redemptions with shareholders of the Fund with securities included within the Sub-Advised Assets.

Sub-Advisory Services. (a) The Sub-Adviser shallshall determine, subject from time to time, what securities (and other financial instruments) shall be purchased for the supervision Funds, what securities (and oversight of other financial instruments) shall be held or sold by the Adviser, manage the investment Funds and reinvestment of such what portion of the Funds’ assets shall be held uninvested in cash, subject always to the provisions of the Trust’s Agreement and Declaration of Trust, By-Laws and each Fund’s prospectus and statement of additional information as set forth in the Trust’s registration statement on Form N-1A (the “Registration Statement”) under the 1940 Act, and under the Securities Act of 1933, as amended (the “1933 Act”), covering Fund shares, as filed with the U.S. Securities and Exchange Commission (the “SEC”), and to the investment objectives, policies and restrictions of each Fund, as the Adviser may shall be from time to time allocate in effect, and such other limitations, policies and procedures as the Board or the Adviser may reasonably impose from time to time and provide in writing to the Sub-Adviser for management (the “Sub-Advised AssetsInvestment Policies”). The Sub-Adviser shall manage be responsible for promptly informing the SubAdviser (or another investment sub-Advised Assets advisory firm designated by the Adviser (herein, a “Trading Adviser”)) of each such recommendation for each Fund in conformity writing pursuant to mutually agreed notification protocols. In turn, the parties understand and acknowledge that the Adviser or the Trading Adviser, as the case may be, will fully rely on such recommendations for the security (and other financial instrument) purchases, holdings, and sales for each Fund’s investment portfolio; and to that extent, the Trading Adviser’s authority with (i) the investment objective, policies and restrictions of the Fund set forth in the Trust’s prospectus and statement of additional information relating respect to the FundFunds is non-discretionary. However, as they may be amended from time to time, any additional policies or guidelines, including without limitation compliance policies and procedures, established by the Adviser, the Trust’s Chief Compliance Officer, or by the Trust’s Board each of Trustees (“Board”) that have been furnished in writing to the Sub-Adviser, (ii) the written instructions and directions received from the Adviser and the Trust Trading Adviser, as delivered; the case may be, has sole discretion to select brokerage firms to effect the recommended security (and (iiiother financial instrument) purchases and sales. In the requirements of event the Investment Company Act of 1940 (Adviser or the “1940 Act”)Trading Adviser desire clarification on a particular Sub-Adviser recommendation, the Investment Advisers Act of 1940 (“Advisers Act”)Adviser or the Trading Adviser, and all other federal and state laws applicable to registered investment companies and the Sub-Adviser’s duties under this Agreement, all as may be in effect from time to time. The foregoing are referred to below together as the “Policies.” For purposes of compliance with the Policiescase may be, will seek guidance from the Sub-Adviser shall be entitled prior to treat effecting the Sub-Advised Assets as though the Sub-Advised Assets constituted the entire Fund, and the Sub-Adviser shall not be responsible transaction in any way for the compliance of any assets of the Fund, other than the Sub-Advised Assets, with the Policies. Subject to the foregoing, the Sub-Adviser is authorized, in its discretion and without prior consultation with the Adviser, to buy, sell, lend and otherwise trade in any stocks, bonds and other securities and investment instruments on behalf of the Fund, without regard to the length of time the securities have been held and the resulting rate of portfolio turnover or any tax considerations; and the majority or the whole of the Sub-Advised Assets may be invested in such proportions of stocks, bonds, other securities or investment instruments, or cash, as the Sub-Adviser shall determine. Notwithstanding the foregoing provisions of this Section 2(a), however, (i) the Sub-Adviser shall, upon and in accordance with written instructions from the Adviser, effect such portfolio transactions for the Sub-Advised Assets as the Adviser shall determine are necessary in order for the Fund to comply with the Policies, and (ii) upon notice to the Sub-Adviser, the Adviser may effect in-kind redemptions with shareholders of the Fund with securities included within the Sub-Advised Assetsquestion.

Sub-Advisory Services. (a) a. The Sub-Adviser shall, subject to the supervision and oversight of the AdviserManager and of any administrator appointed by the Manager (the “Administrator”), manage the investment and reinvestment of such portion of the assets of the Fund, each Fund as the Adviser Manager or its designee may from time to time allocate to the Sub-Adviser for management (each a “Segment” and, collectively, the “Sub-Advised AssetsSegments”). The Sub-Adviser shall manage have the authority on behalf of each Fund to vote and shall vote all proxies and exercise all other rights of the Funds as a security holder of companies in which the Segments from time to time invest. The Sub-Advised Assets Adviser shall manage each Segment in conformity with (i1) the investment objective, policies and restrictions of the applicable Segment of the applicable Fund set forth in the Trust’s prospectus and statement of additional information relating to the Fund, as they may be amended from time to time, (2) any additional policies or guidelines, including without limitation compliance policies and procedures, guidelines established by the Adviser, the Trust’s Chief Compliance Officer, Manager or by the Trust’s Board of Trustees (“Board”) trustees that have been furnished in writing to the Sub-Adviser, Adviser and (ii3) the written instructions provisions of the Internal Revenue Code as amended (the “Code”) applicable to “regulated investment companies” (as defined in Section 851 of the Code), all as from time to time in effect (collectively, the “Policies”), and directions received from the Adviser and the Trust as delivered; and (iii) the requirements with all applicable provisions of law, including without limitation all applicable provisions of the Investment Company Act of 1940 1940, as amended (the “1940 Act”), the Investment Advisers Act of 1940 (“Advisers Act”), and all other federal and state laws applicable to registered investment companies ) and the Sub-Adviser’s duties under this Agreement, all as may be in effect from time to timerules and regulations thereunder. The foregoing are referred to below together as the “Policies.” For purposes of compliance with the Policies, the Sub-Adviser shall be entitled to treat the Sub-Advised Assets each Segment as though the Sub-Advised Assets Segment constituted the entire Fund, and the Sub-Adviser shall not be responsible in any way for the compliance of any assets of the FundFunds, other than the Sub-Advised AssetsSegments, with the Policies, or for the compliance of the Funds, taken as a whole, with the Policies. For clarification, the Sub-Adviser is not responsible for the requirements of the Code or the 1940 Act that Natixis Advisors believes should be monitored for at the Fund level (for example, concentration, diversification and liquidity limits). Subject to the foregoing, the Sub-Adviser is authorized, in its discretion and without prior consultation with the AdviserManager, to buy, sell, lend and otherwise trade in any stocks, bonds and other securities and investment instruments on behalf of the FundFunds, without regard to the length of time the securities have been held and the resulting rate of portfolio turnover or any tax considerations; and the majority or the whole of the Sub-Advised Assets each Fund may be invested in such proportions of stocks, bonds, other securities or investment instruments, or cash, as the Sub-Adviser shall determine. Notwithstanding the foregoing provisions of this Section 2(a)1.a, however, (i) the Sub-Adviser shall, upon and in accordance with written instructions from the AdviserManager, effect such portfolio transactions for the Sub-Advised Assets a Segment as the Adviser Manager shall determine are necessary in order for the applicable Fund to comply with the Policies, and (ii) upon notice to the Sub-Adviser, the Adviser may effect in-kind redemptions with shareholders of the Fund with securities included within the Sub-Advised Assets.

Sub-Advisory Services. (a) a. The Sub-Adviser shall, subject to the supervision and oversight of the AdviserManager, manage the investment and reinvestment of such portion of the assets of the Fund, each Fund as the Adviser Manager or its designee may from time to time allocate to the Sub-Adviser for management (each a “Segment” and, collectively, the “Sub-Advised AssetsSegments”). The Sub-Adviser shall manage have the authority on behalf of each Fund to vote and shall vote all proxies and exercise all other rights of the Funds as a security holder of companies in which the Segments from time to time invest. The Sub-Advised Assets Adviser shall manage each Segment in conformity with (i1) the investment objective, policies and restrictions of the applicable Segment of the applicable Fund set forth in the Trust’s prospectus and statement of additional information relating to the Fund, as they may be amended from time to time, (2) any additional policies or guidelines, including without limitation compliance policies and procedures, guidelines established by the Adviser, the Trust’s Chief Compliance Officer, Manager or by the Trust’s Board of Trustees (“Board”) trustees that have been furnished in writing to the Sub-Adviser, Adviser and (ii3) the written instructions provisions of the Internal Revenue Code as amended (the “Code”) applicable to “regulated investment companies” (as defined in Section 851 of the Code), all as from time to time in effect (collectively, the “Policies”), and directions received from the Adviser and the Trust as delivered; and (iii) the requirements with all applicable provisions of law, including without limitation all applicable provisions of the Investment Company Act of 1940 1940, as amended (the “1940 Act”), the Investment Advisers Act of 1940 (“Advisers Act”), and all other federal and state laws applicable to registered investment companies ) and the Sub-Adviser’s duties under this Agreement, all as may be in effect from time to timerules and regulations thereunder. The foregoing are referred to below together as the “Policies.” For purposes of compliance with the Policies, the Sub-Adviser shall be entitled to treat the Sub-Advised Assets each Segment as though the Sub-Advised Assets Segment constituted the entire Fund, and the Sub-Adviser shall not be responsible in any way for the compliance of any assets of the FundFunds, other than the Sub-Advised AssetsSegments, with the Policies, or for the compliance of the Funds, taken as a whole, with the Policies. For clarification, the Sub-Adviser is not responsible for the requirements of the Code or the 1940 Act that Natixis Advisors believes should be monitored for at the Fund level (for example, concentration, diversification and liquidity limits). Subject to the foregoing, the Sub-Adviser is authorized, in its discretion and without prior consultation with the AdviserManager, to buy, sell, lend and otherwise trade in any stocks, bonds and other securities and investment instruments on behalf of the FundFunds, without regard to the length of time the securities have been held and the resulting rate of portfolio turnover or any tax considerations; and the majority or the whole of the Sub-Advised Assets each Fund may be invested in such proportions of stocks, bonds, other securities or investment instruments, or cash, as the Sub-Adviser shall determine. Notwithstanding the foregoing provisions of this Section 2(a)1.a, however, (i) the Sub-Adviser shall, upon and in accordance with written instructions from the AdviserManager, effect such portfolio transactions for the Sub-Advised Assets a Segment as the Adviser Manager shall determine are necessary in order for the applicable Fund to comply with the Policies, and (ii) upon notice to the Sub-Adviser, the Adviser may effect in-kind redemptions with shareholders of the Fund with securities included within the Sub-Advised Assets.

Sub-Advisory Services. (a) The Sub-Adviser shall, subject Subject to the supervision and oversight of the Adviser, manage the investment Board and reinvestment of such portion of the assets of the Fund, as the Adviser may from time to time allocate to the Sub-Adviser for management (the “Sub-Advised Assets”). The Sub-Adviser shall manage the Sub-Advised Assets in conformity with (i) the investment objective, policies and restrictions of the Fund set forth in the Trust’s prospectus and statement of additional information relating to the Fund, as they may be amended from time to time, any additional policies or guidelines, including without limitation compliance policies and procedures, established by the Adviser, the Trust’s Chief Compliance Officer, or by the Trust’s Board of Trustees (“Board”) that have been furnished in writing to the Sub-Adviser, (ii) the written instructions and directions received from the Adviser and the Trust as delivered; and (iii) the requirements of the Investment Company Act of 1940 (the “1940 Act”), the Investment Advisers Act of 1940 (“Advisers Act”), and all other federal and state laws applicable to registered investment companies and the Sub-Adviser’s duties under this Agreement, all as may be in effect from time to time. The foregoing are referred to below together as the “Policies.” For purposes of compliance with the Policies, the Sub-Adviser shall be entitled assist the Adviser in providing a continuous investment program with respect to treat the Fund's portfolio, including investment research and management with respect to all securities and investments and cash equivalents in the Fund. The Sub-Advised Assets as though Adviser may, subject to the Sub-Advised Assets constituted Adviser's review, determine the entire securities and investments to be purchased, sold or retained by the Fund, and the Sub-Adviser may place orders directly with the issuer or any broker or dealer for such securities and investments. The Sub-Adviser will provide services under this Agreement in accordance with the Fund's investment objective, policies and restrictions as stated in the Fund's currently effective prospectus and statement of additional information, the Trust's Declaration of Trust and By-laws, each as amended from time to time, and resolutions of the Board applicable to the Fund, each as provided to the Sub-Adviser by the Adviser. The Sub-Adviser shall have authority to enter into and execute agreements on behalf of the Fund relating to the acquisition or disposition of investment assets and the execution of portfolio transactions pursuant to the Sub-Adviser's management of the Fund under this Agreement. Such agreements may include foreign exchange contracts and other transactional agreements. Nothing contained herein, however, shall be deemed to authorize the Sub-Adviser to take or receive physical possession of any cash or securities held in the Fund, it being intended that sole responsibility for safekeeping thereof (in such investments as the Sub-Adviser shall direct) and the consummation of all such purchases, sales, deliveries, and investments made pursuant to the Sub-Adviser's direction shall rest upon the custodian for the Fund. The parties hereto also agree that the Sub-Adviser shall not receive or vote proxies or other similar solicitations on behalf of the Fund and that such proxies and other similar solicitations shall be responsible voted by the Adviser in any way accordance with its procedures. The Sub-Adviser warrants that all actions taken in the exercise of the power herein granted to the Sub-Adviser will be taken solely and exclusively for the compliance of any assets benefit of the Fund, other than . Without limiting the Sub-Advised Assets, with the Policies. Subject to generality of the foregoing, the Sub-Adviser is authorized, in its discretion and without prior consultation with the Adviser, to buy, sell, lend and otherwise trade in any stocks, bonds and other securities and investment instruments on behalf of the Fund, without regard to the length of time the securities have been held and the resulting rate of portfolio turnover or any tax considerations; and the majority or the whole of the Sub-Advised Assets may be invested in such proportions of stocks, bonds, other securities or investment instruments, or cash, as the Sub-Adviser shall determine. Notwithstanding the foregoing provisions of this Section 2(a), however, (i) the Sub-Adviser shall, upon and in accordance with written instructions from the Adviser, effect such portfolio transactions for the Sub-Advised Assets as the Adviser shall determine are necessary in order for the Fund to comply with the Policies, and (ii) upon notice to the Sub-Adviser, the Adviser may effect in-kind redemptions with shareholders of the Fund with securities included within the Sub-Advised Assets.further agrees that it:

Sub-Advisory Services. (a) The Sub-Adviser shall, subject to the supervision and oversight of the Adviser, manage the investment and reinvestment of such portion of the assets of the FundCompany, as the Adviser may from time to time allocate to the Sub-Adviser for management (the “Sub-Advised Assets”). The Sub-Adviser shall manage the Sub-Advised Assets in conformity with (i) the investment objective, policies and restrictions of the Fund Company set forth in the Trust’s prospectus and statement of additional information relating to the -1x Short VIX Fund, as they may be amended from time to time, any additional policies or guidelines, including without limitation compliance policies and procedures, established by the Adviser, the Trust’s Chief Compliance Officer, or by the Trust’s Board of Trustees (“Board”) that have been furnished in writing to the Sub-Adviser, (ii) the written instructions and directions received from the Adviser and the Trust as delivered; and (iii) the requirements of the Investment Company Act of 1940 (the “1940 Act”), the Investment Advisers Act of 1940 (“Advisers Act”), and all other federal and state laws applicable to registered investment companies and the Sub-Adviser’s duties under this Agreement, all as may be in effect from time to time. The foregoing are referred to below together as the “Policies.” For purposes of compliance with the Policies, the Sub-Adviser shall be entitled to treat the Sub-Advised Assets as though the Sub-Advised Assets constituted the entire FundCompany, and the Sub-Adviser shall not be responsible in any way for the compliance of any assets of the FundCompany, other than the Sub-Advised Assets, with the Policies. Subject to the foregoing, the Sub-Adviser is authorized, in its discretion and without prior consultation with the Adviser, to buy, sell, lend and otherwise trade in any stocks, bonds and other securities and investment instruments on behalf of the FundCompany, without regard to the length of time the securities have been held and the resulting rate of portfolio turnover or any tax considerations; and the majority or the whole of the Sub-Advised Assets may be invested in such proportions of stocks, bonds, other securities or investment instruments, or cash, as the Sub-Adviser shall determine. Notwithstanding the foregoing provisions of this Section 2(a), however, (i) the Sub-Adviser shall, upon and in accordance with written instructions from the Adviser, effect such portfolio transactions for the Sub-Advised Assets as the Adviser shall determine are necessary in order for the Fund Company to comply with the Policies, and (ii) upon notice to the Sub-Adviser, the Adviser may effect in-kind redemptions with shareholders of the Fund Company with securities included within the Sub-Advised Assets.

Sub-Advisory Services. (a) The Sub-Adviser shall, subject to the supervision and oversight of the Adviser, manage the investment and reinvestment of such portion of the assets of the FundFunds, as the Adviser may from time to time allocate to the Sub-Adviser for management (the “Sub-Advised Assets”). The Sub-Adviser shall manage the Sub-Advised Assets in conformity with (i) the investment objective, policies and restrictions of the Fund Funds set forth in the Trust’s prospectus and statement of additional information relating to the Fund, as they may be amended from time to time, any additional policies or guidelines, including without limitation compliance policies and procedures, established by the Adviser, the Trust’s Chief Compliance Officer, or by the Trust’s Board of Trustees (“Board”) that have been furnished in writing to the Sub-Adviser, (ii) the written instructions and directions received from the Adviser and the Trust as delivered; and (iii) the requirements of the Investment Company Act of 1940 (the “1940 Act”), the Investment Advisers Act of 1940 (“Advisers Act”), and all other federal and state laws applicable to registered investment companies and the Sub-Adviser’s duties under this Agreement, all as may be in effect from time to time. The foregoing are referred to below together as the “Policies.” For purposes of compliance with the Policies, the Sub-Adviser shall be entitled to treat the Sub-Advised Assets as though the Sub-Advised Assets constituted the entire Fund, and the Sub-Adviser shall not be responsible in any way for the compliance of any assets of the Fund, other than the Sub-Advised Assets, with the Policies. Subject to the foregoing, the Sub-Adviser is authorized, in its discretion and without prior consultation with the Adviser, to buy, sell, lend and otherwise trade in any stocks, bonds and other securities and investment instruments on behalf of the Fund, without regard to the length of time the securities have been held and the resulting rate of portfolio turnover or any tax considerations; and the majority or the whole of the Sub-Advised Assets may be invested in such proportions of stocks, bonds, other securities or investment instruments, or cash, as the Sub-Adviser shall determine. Notwithstanding the foregoing provisions of this Section 2(a), however, (i) the Sub-Adviser shall, upon and in accordance with written instructions from the Adviser, effect such portfolio transactions for the Sub-Advised Assets as the Adviser shall determine are necessary in order for the Fund to comply with the Policies, and (ii) upon notice to the Sub-Adviser, the Adviser may effect in-kind redemptions with shareholders of the Fund with securities included within the Sub-Sub- Advised Assets.

Sub-Advisory Services. (a) The Sub-Adviser shall, subject to the supervision and oversight of the Adviser, manage the investment and reinvestment of such portion of the assets of the Fund, as the Adviser may from time to time allocate to the Sub-Adviser for management (the “Sub-Advised Assets”). The Sub-Adviser shall manage have full discretionary authority for portfolio investment decisions for a Fund, including determining, from time to time, what securities (and other financial instruments) shall be purchased for the Sub-Advised Assets in conformity with Fund, what securities (iand other financial instruments) shall be held or sold by the investment objectiveFund, policies and restrictions what portion of the Fund set forth Fund’s assets shall be held uninvested in cash, subject always to the provisions of the Trust’s Agreement and Declaration of Trust, By-Laws and each Fund’s prospectus and statement of additional information relating as set forth in the Trust’s registration statement on Form N-1A (the “Registration Statement”) under the 1940 Act, and under the Securities Act of 1933, as amended (the “1933 Act”), covering Fund shares, as filed with the U.S. Securities and Exchange Commission (the “SEC”), and to the investment objectives, policies and restrictions of each Fund, as they may shall be amended from time to timetime in effect, any additional policies or guidelinesand such other limitations, including without limitation compliance policies and procedures, established by procedures as the Adviser, Board or the Trust’s Chief Compliance Officer, or by the Trust’s Board of Trustees (“Board”) that have been furnished Adviser may reasonably impose from time to time and provide in writing to the Sub-Adviser, (ii) the written instructions and directions received from the Adviser and the Trust as delivered; and (iii) the requirements of the Investment Company Act of 1940 (the “1940 ActInvestment Policies”), . No reference in this Agreement to the Investment Advisers Act Sub-Adviser having full discretionary authority over each Fund’s portfolio investment decisions shall in any way limit the right of 1940 (“Advisers Act”), the Board or the Adviser to establish or revise policies in connection with the management of a Fund’s assets or to otherwise exercise its right to control the overall management of the Trust and all other federal and state laws each Fund as contemplated by applicable to registered investment companies and law. The scope of the Sub-Adviser’s duties under this Agreementauthority for trading portfolio securities (and other financial instruments) for a Fund, all including selecting broker-dealers to execute purchase and sale transactions (“trading authority”), shall initially be as set forth on Schedule A hereto (which may be in effect from time to timediffer by Fund). The foregoing are referred Adviser may revise the scope of the Sub-Adviser’s trading authority upon the provision of at least 30 days’ written notice to below together the Sub-Adviser. Absent the Sub-Adviser’s provision of written notice declining such change, such a change shall be effective as of the later of the end of such 30-day period or the date set forth in such notice. If Schedule A indicates “partially discretionary” trading authority, initially, the Adviser shall retain discretionary trading authority for a mutually agreed subset of the Fund’s portfolio investments (the “Policies.” For purposes of compliance Subset”), and the Sub-Adviser shall be responsible for providing non-discretionary trading recommendations to the Adviser with respect to the Subset (in accordance with the Policiesapplicable terms of the “non-discretionary” trading authority paragraph below). In addition, the Sub-Adviser shall have full discretionary trading authority for the remaining portion of the Fund’s portfolio (in accordance with the applicable terms of the “discretionary” trading authority paragraph below). If Schedule A indicates “fully discretionary” trading authority, initially, the Sub-Adviser shall exercise full trading authority for a Fund with respect to purchases, sales or other transactions, as well as with respect to all other such things necessary or incidental to the furtherance or conduct of such purchases, sales or other transactions. If Schedule A indicates “non-discretionary” trading authority, initially, the Sub-Adviser shall be entitled responsible for promptly informing the Adviser (or another investment sub-advisory firm designated by the Adviser (herein, a “Trading Adviser”)) of portfolio investment decisions for a Fund in writing pursuant to treat mutually agreed notification protocols. In turn, the parties understand and acknowledge that the Adviser or the Trading Adviser, as the case may be, will fully rely on such notifications to effect the security (and other financial instrument) trading execution for each Fund’s portfolio investments. Additionally, the Adviser and the Trading Adviser, as the case may be, has full discretionary authority to select broker-dealers to effect the trading execution for a Fund’s portfolio investments. In the event the Adviser or the Trading Adviser desire clarification on a particular Sub-Advised Assets Adviser notification, the Adviser or the Trading Adviser, as though the Sub-Advised Assets constituted the entire Fundcase may be, and will seek guidance from the Sub-Adviser shall not be responsible prior to executing any transaction in question. In any way case (e.g., non-discretionary, partial discretion, or full discretion), the Adviser may retain such discretionary authority as it deems appropriate for the compliance effecting in-kind and other transactions of any assets Fund portfolio investments vis-à-vis “creation units.” Regardless of the Fund, other than scope of the Sub-Advised Assets, with the Policies. Subject to the foregoingAdviser’s trading authority, the Sub-Adviser is authorized, in its discretion acknowledges that the Board retains ultimate authority over each Fund and without prior consultation with may take any and all actions necessary and reasonable to protect the Adviser, to buy, sell, lend and otherwise trade in any stocks, bonds and other securities and investment instruments on behalf interests of the Fund, without regard to the length of time the securities have been held and the resulting rate of portfolio turnover or any tax considerations; and the majority or the whole of the Sub-Advised Assets may be invested in such proportions of stocks, bonds, other securities or investment instruments, or cash, as the Sub-Adviser shall determine. Notwithstanding the foregoing provisions of this Section 2(a), however, (i) the Sub-Adviser shall, upon and in accordance with written instructions from the Adviser, effect such portfolio transactions for the Sub-Advised Assets as the Adviser shall determine are necessary in order for the Fund to comply with the Policies, and (ii) upon notice to the Sub-Adviser, the Adviser may effect in-kind redemptions with shareholders of the Fund with securities included within the Sub-Advised Assetsshareholders.

Sub-Advisory Services. (a) The Adviser hereby appoints the Sub-Adviser to act as a sub-adviser to the Portfolio for the periods and on the terms herein set forth. The Sub-Adviser accepts such appointment and agrees to render the services herein set forth, for the compensation herein provided. (b) The Sub-Adviser shall, subject to the supervision and oversight of the Adviser, manage the investment and reinvestment of such portion of the assets of the FundPortfolio, as the Adviser may from time to time allocate to the Sub-Sub- Adviser for management (the “"Sub-Advised Assets”"). The Sub-Adviser shall manage the Sub-Sub- Advised Assets in conformity with (i) the investment objective, policies and restrictions of the Fund Portfolio set forth in the Trust’s Portfolio's prospectus and statement of additional information relating to the Fundinformation, as they may be amended from time to time, any additional policies or guidelines, including without limitation compliance policies and procedures, established by the Adviser, the Trust’s Fund's Chief Compliance Officer, or by the Trust’s Fund's Board of Trustees Directors (“"Board”") that have been furnished in writing to the Sub-Adviser, (ii) the asset diversification tests applicable to regulated investment companies pursuant to section 851(b)(3) of the Internal Revenue Code, (iii) the written instructions and directions received from the Adviser and or the Trust Fund as delivered; and (iiiiv) the requirements of the Investment Company Act of 1940 (the “"1940 Act”"), the Investment Advisers Act of 1940 (“"Advisers Act”"), and all other applicable federal and state laws applicable to registered investment companies and governing the Sub-performance of the Sub- Adviser’s 's duties under this Agreement, all as may be in effect from time to time. The foregoing are referred to below together as the “"Policies.” " For purposes of compliance with the Policies, the Sub-Adviser shall be entitled to treat the Sub-Advised Assets as though the Sub-Advised Assets constituted the entire FundPortfolio, and the Sub-Adviser shall not be responsible in any way for the compliance of any assets of the FundPortfolio, other than the Sub-Advised Assets, with the Policies. Subject to the foregoing, the Sub-Adviser is authorized, in its discretion and without prior consultation with the Adviser, to buy, sell, lend and otherwise trade in any stocks, bonds and other securities and investment instruments on behalf of the FundPortfolio, without regard to the length of time the securities have been held and the resulting rate of portfolio turnover or any tax considerations; and the majority or the whole of the Sub-Advised Assets may be invested in such proportions of stocks, bonds, other securities or investment instruments, or cash, as the Sub-Sub- Adviser shall determine. Notwithstanding the foregoing provisions of this Section 2(a1(b), however, (i) the Sub-Adviser shall, upon and in accordance with written instructions from the Adviser, effect such portfolio transactions for the Sub-Advised Assets as the Adviser shall determine are necessary in order for the Fund Portfolio to comply with the Policies, and (ii) upon notice to the Sub-Adviser, the Adviser may effect in-kind redemptions with shareholders of the Fund Portfolio with securities included within the Sub-Advised Assets or effect such portfolio transactions for the Sub-Advised Assets as the Adviser shall determine are necessary in order for the Portfolio to comply with the Policies. (c) Absent instructions from the Adviser or the officers of the Fund to the contrary, the Sub- Adviser shall place orders pursuant to its determinations either directly with the issuer or with any broker and/or dealer or other person who deals in the securities in which the Portfolio is trading. In executing portfolio transactions and selecting brokers, dealers or other persons, the Sub-Adviser shall use its best judgment to obtain the best overall terms available. In assessing the best overall terms available for any transaction, the Sub-Adviser shall consider all factors it deems relevant, including the breadth of the market in the security, the price of the security, the financial condition and execution capability of the broker or dealer, and the reasonableness of the commission, if any, both for the specific transaction and on a continuing basis. In evaluating the best overall terms available and in selecting the broker or dealer to execute a particular transaction, the Sub-Adviser may also consider the brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934) provided to the Portfolio and/or other account over which the Sub-Adviser and/or an affiliate of the Sub- Adviser exercises investment discretion. Brokers or dealers selected by the Sub-Adviser for the purchase and sale of securities or other investment instruments for the Sub-Advised Assets may include brokers or dealers affiliated with the Sub-Adviser, provided such orders comply with Rules 17e-1 and 10f-3 under the 1940 Act and the Fund's Rule 17e-1 and Rule 10f-3 Procedures, respectively, in all respects or any other applicable exemptive rules or orders applicable to the Sub-Adviser. Notwithstanding the foregoing, the Sub-Adviser will not effect any transaction with a broker or dealer that is an "affiliated person" (as defined under the 0000 Xxx) of the Sub-Adviser or the Adviser without the prior approval of the Adviser. The Adviser shall provide the Sub-Adviser with a list of brokers or dealers that are affiliated persons of the Adviser. (d) The Sub-Adviser acknowledges that the Adviser and the Fund may rely on Rules 17a-7, 17a-10, 10f-3 and 17e-1 under the 1940 Act, and the Sub- Adviser hereby agrees that it shall not consult with any other investment adviser to the Fund with respect to transactions in securities for the Sub-Advised Assets or any other transactions in the Fund's assets, other than for the purposes of complying with the conditions of paragraphs (a) and (b) of Rule 12d3-1 under the 1940 Act. (e) The Sub-Adviser has provided the Adviser with a true and complete copy of its compliance policies and procedures for compliance with Rule 206(4)-7 of the Advisers Act (the "Sub- Adviser Compliance Policies"). The Sub- Adviser's chief compliance officer ("Sub-Adviser CCO") shall provide to the Fund's Chief Compliance Officer ("Fund CCO") or his or her delegatee promptly (and in no event in more than 10 business days) the following: (i) a report of any material changes to the Sub-Adviser Compliance Policies; (ii) a report of any compliance matter about which the Adviser or the Fund's Board of Directors would reasonably need to know to oversee Fund compliance, and that involves, without limitation: (A) a violation of the securities laws by the Sub-Adviser or any of its officers, directors, employees or agents; (B) a violation of the Policies or the Sub-Adviser Compliance Policies by the Sub-Adviser or any of its officers, directors, employees or agents; and/or (C) a weakness in the design or implementation of the Policies; and (iii) an annual (or more frequently as the Fund CCO may request) certification regarding the Sub-Adviser's compliance with Rule 206(4)-7 under the Advisers Act, the Policies and this Agreement . (f) The Sub-Adviser may, on occasions when it deems the purchase or sale of a security to be in the best interests of the Portfolio as well as other fiduciary or agency accounts managed by the Sub- Adviser, aggregate, to the extent permitted by applicable laws and regulations, the securities to be sold or purchased in order to obtain the best overall terms available and execution with respect to common and preferred stocks and the best net price and execution with respect to other securities. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Sub-Adviser in the manner it considers to be most fair and equitable over time to the Portfolio and to its other accounts. (g) The Sub-Adviser, in connection with its rights and duties with respect to the Portfolio and the Fund shall use the care, skill, prudence, and diligence under the circumstances then prevailing that a prudent person acting in a like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aims. (h) The services of the Sub-Adviser hereunder are not deemed exclusive and the Sub-Adviser shall be free to render similar services to others (including other investment companies) so long as its services under this Agreement are not impaired thereby. The Sub-Adviser will waive enforcement of any non-compete agreement or other agreement or arrangement to which it is currently a party that restricts, limits, or otherwise interferes with the ability of the Adviser to employ or engage any person or entity to provide investment advisory or other services and will transmit to any person or entity notice of such waiver as may be required to give effect to this provision; and the Sub-Adviser will not become a party to any non-compete agreement or any other agreement, arrangement, or understanding that would restrict, limit, or otherwise interfere with the ability of the Adviser and the Fund or any of their affiliates to employ or engage any person or organization, now or in the future, to manage the Portfolio or any other assets managed by the Adviser. (i) The Sub-Adviser shall furnish the Adviser and the administrator of the Fund (the "Administrator") daily reports concerning portfolio transactions and holdings of the Sub- Advised Assets as the Adviser may reasonably determine in such form as may be mutually agreed upon, and agrees to review the Sub-Advised Assets with the Adviser and discuss the management of the Sub-Advised Assets. The Sub- Adviser shall promptly respond to requests by the Adviser, the Administrator, and the Fund CCO or their delegates for copies of the pertinent books and records maintained by the Sub-Adviser relating directly to the Portfolio. The Sub- Adviser shall also provide the Adviser with such other information and reports, including information and reports related to compliance matters, as may reasonably be requested by it from time to time, including without limitation all material requested by or required to be delivered to the Board. (j) Unless otherwise agreed, the Sub-Adviser shall have the power, discretion and responsibility to vote any proxies in connection with securities in which the Sub-Advised Assets may be invested. (k) The Sub-Adviser shall cooperate promptly and fully with the Adviser and/or the Fund in responding to any regulatory or compliance examinations or inspections (including any information requests) relating to the Fund, the Portfolio or the Adviser brought by any governmental or regulatory authorities. The Sub-Adviser shall provide to the Fund CCO or his or her delegate notice of any deficiencies that are identified by the United States Securities and Exchange Commission ("SEC") in written correspondence to the Sub-Adviser and that relate to the services provided by the Sub- Adviser to the Portfolio pursuant to this Agreement. The Sub-Adviser shall provide such notification within a reasonable period after receiving the correspondence. The Sub-Adviser shall provide additional information with respect to such deficiencies as is reasonably requested by the Fund CCO or his or her delegatee. (l) The Sub-Adviser shall be responsible for the preparation and filing of Schedule 13G and Form 13F on behalf of the Sub-Advised Assets. The Sub-Adviser shall not be responsible for the preparation or filing of any other reports required on behalf of the Sub-Advised Assets, except as may be expressly agreed to in writing. (m) The Sub-Adviser shall maintain all books and records with respect to the Sub-Advised Assets as are required of an investment adviser of a registered investment company pursuant to the 1940 Act and the rules thereunder. Any records required to be maintained and preserved pursuant to the provisions of Rule 31a-1 and Rule 31a-2 promulgated under the 1940 Act that are prepared or maintained by the Sub-Adviser on behalf of the Fund are the property of the Fund and will be surrendered promptly to the Fund upon request. The Sub-Adviser further agrees to preserve for the periods prescribed in Rule 31a- 2 under the 1940 Act the records required to be maintained under Rule 31a-1 under the 1940 Act. (n) The Sub-Adviser shall promptly notify the Adviser of any financial condition that is likely to impair the Sub-Adviser's ability to fulfill its commitments under this Agreement. 2.

Sub-Advisory Services. (a) The Sub-Adviser shall, subject to the supervision and oversight of the Adviser, manage the investment and reinvestment of such portion of the assets of the Fund, as the Adviser may from time to time allocate to the Sub-Adviser for management (the “Sub-Advised Assets”). The Sub-Adviser shall manage determine, from time to time, what securities shall be purchased for the Sub-Advised Assets in conformity with (i) Funds, what securities shall be held or sold by the investment objective, policies Funds and restrictions what portion of the Fund set forth Funds’ assets shall be held uninvested in cash, subject always to the provisions of the Trust’s Agreement and Declaration of Trust, By-Laws and each Fund’s prospectus and statement of additional information relating as set forth in the Trust’s registration statement on Form N‑1A (the “Registration Statement”) under the 1940 Act, and under the Securities Act of 1933, as amended (the “1933 Act”), covering Fund shares, as filed with the U.S. Securities and Exchange Commission (the “SEC”), and to the investment objectives, policies and restrictions of each Fund, as they may shall be amended from time to timetime in effect and such other limitations, any additional policies or guidelines, including without limitation compliance policies and procedures, established by procedures as the Adviser, Board or the Trust’s Chief Compliance Officer, or by the Trust’s Board of Trustees (“Board”) that have been furnished Adviser may reasonably impose from time to time and provide in writing to the Sub-Adviser, (ii) the written instructions and directions received from the Adviser and the Trust as delivered; and (iii) the requirements of the Investment Company Act of 1940 Sub‑Adviser (the “1940 ActInvestment Policies”), the Investment Advisers Act of 1940 (“Advisers Act”), and all other federal and state laws applicable to registered investment companies and the Sub-Adviser’s duties under this Agreement, all as may be in effect from time to time. The foregoing are referred to below together as the “Policies.” For purposes of compliance with the PoliciesTo carry out such obligations, the Sub-Adviser shall be entitled exercise full discretion and act for the Funds in the same manner and with the same force and effect as the Funds themselves might or could do with respect to treat purchases, sales or other transactions, as well as with respect to all other such things necessary or incidental to the Sub-Advised Assets as though the Sub-Advised Assets constituted the entire Fundfurtherance or conduct of such purchases, and sales or other transactions. No reference in this Agreement to the Sub-Adviser having full discretionary authority over each Fund’s investments shall not be responsible in any way for limit the compliance of any assets right of the Fund, other than Board or the Sub-Advised Assets, Adviser to establish or revise policies in connection with the Policiesmanagement of a Fund’s assets or to otherwise exercise its right to control the overall management of the Trust and each Fund. Subject to the foregoing, the The Sub-Adviser is authorized, in its discretion acknowledges that the Board retains ultimate authority over each Fund and without prior consultation with may take any and all actions necessary and reasonable to protect the Adviser, to buy, sell, lend and otherwise trade in any stocks, bonds and other securities and investment instruments on behalf interests of the Fund, without regard to the length of time the securities have been held and the resulting rate of portfolio turnover or any tax considerations; and the majority or the whole of the Sub-Advised Assets may be invested in such proportions of stocks, bonds, other securities or investment instruments, or cash, as the Sub-Adviser shall determineFund shareholders. Notwithstanding the foregoing provisions of this Section 2(a)2, however, (i) the Sub-Adviser shall, upon and in accordance with written instructions from the Adviser, effect such portfolio transactions for the Sub-Advised Assets as the Adviser shall determine are necessary in order for the Fund Funds to comply with the Investment Policies, and (ii) upon notice to the Sub-Adviser, the Adviser may effect in-kind redemptions with shareholders of one or more Funds with the Fund with securities included within the Sub-Advised Assetsrelevant Fund’s holdings.

Sub-Advisory Services. (a) a. The Sub-Adviser shall, subject to the supervision and oversight of the AdviserManager and of any administrator appointed by the Manager (the "Administrator"), manage the investment and reinvestment of such portion of the assets of the Fund, Series as the Adviser Manager may from time to time allocate to the Sub-Adviser for management (such portion, the “"Segment") and the Sub-Advised Assets”)Advisor shall have the authority on behalf of the Series to vote all proxies and exercise all other rights of the Series as a security holder of companies in which the Segment from time to time invests. The Sub-Adviser shall manage the Sub-Advised Assets Segment in conformity with (i1) the investment objective, policies and restrictions of the Fund Series set forth in the Trust’s 's prospectus and statement of additional information relating to the FundSeries, as they may be amended from time to time, (2) any additional policies or guidelines, including without limitation compliance policies and procedures, guidelines established by the Adviser, the Trust’s Chief Compliance Officer, Manager or by the Trust’s Board of Trustees (“Board”) 's trustees that have been furnished in writing to the Sub-Adviser, Adviser and (ii3) the written instructions provisions of the Internal Revenue Code (the "Code") applicable to "regulated investment companies" (as defined in Section 851 of the Code), all as from time to time in effect (collectively, the "Policies"), and directions received from the Adviser and the Trust as delivered; and (iii) the requirements with all applicable provisions of law, including without limitation all applicable provisions of the Investment Company Act of 1940 (the “"1940 Act”), the Investment Advisers Act of 1940 (“Advisers Act”), and all other federal and state laws applicable to registered investment companies ") and the Sub-Adviser’s duties under this Agreement, all as may be in effect from time to timerules and regulations thereunder. The foregoing are referred to below together as the “Policies.” For purposes of compliance with the Policies, the Sub-Adviser shall be entitled to treat the Sub-Advised Assets Segment as though the Sub-Advised Assets Segment constituted the entire FundSeries, and the Sub-Adviser shall not be responsible in any way for the compliance of any assets of the FundSeries, other than the Sub-Advised AssetsSegment, with the Policies, or for the compliance of the Series, taken as a whole, with the Policies. Subject to the foregoing, the Sub-Adviser is authorized, in its discretion and without prior consultation with the AdviserManager, to buy, sell, lend and otherwise trade in any stocks, bonds and other securities and investment instruments on behalf of the FundSeries, without regard to the length of time the securities have been held and the resulting rate of portfolio turnover or any tax considerations; and the majority or the whole of the Sub-Advised Assets Segment may be invested in such proportions of stocks, bonds, other securities or investment instruments, or cash, as the Sub-Adviser shall determine. Notwithstanding the foregoing provisions of this Section 2(a), 1.a; however, (i) the Sub-Adviser shall, upon and in accordance with written instructions from the AdviserManager, effect such portfolio transactions for the Sub-Advised Assets Segment as the Adviser Manager shall determine are necessary in order for the Fund Series to comply with the Policies, and (ii) upon notice to the Sub-Adviser, the Adviser may effect in-kind redemptions with shareholders of the Fund with securities included within the Sub-Advised Assets.

Sub-Advisory Services. (a) a. The Sub-Adviser shall, subject to the supervision and oversight of the AdviserManager and in cooperation with any administrator appointed by the Manager (the Administrator), manage the investment and reinvestment of such portion of the assets of the Fund, as the Adviser may from time to time allocate to the Sub-Adviser for management (the “Sub-Advised Assets”)Series. The Sub-Adviser shall manage the Sub-Advised Assets Series in conformity with (i1) the investment objective, objectives policies and restrictions of the Fund Series set forth in the Trust’s prospectus and statement of additional information Trusts offering memorandum relating to the FundSeries, as they may be amended from time to time, (2) any additional policies or guidelines, including without limitation compliance policies and procedures, guidelines established by the Adviser, the Trust’s Chief Compliance Officer, Manager or by the Trust’s Board of Trustees (“Board”) Trusts trustees that have been furnished in writing to the Sub-Adviser, Adviser and (ii3) the written instructions provisions of the Internal Revenue Code of 1986 (the Code) applicable to regulated investment companies (as defined in Section 851 of the Code), all as from time to time in effect (collectively, the Policies), and directions received from the Adviser and the Trust as delivered; and (iii) the requirements with all applicable provisions of law, including without limitation all applicable provisions of the Investment Company Act of 1940 0000 (the “1940 Act”), the Investment Advisers Act of 1940 (“Advisers Act”), and all other federal and state laws applicable to registered investment companies xxx 0000 Xxx) and the Sub-Adviser’s duties under this Agreement, all as may be in effect from time to time. The foregoing are referred to below together as the “Policies.” For purposes of compliance with the Policies, the Sub-Adviser shall be entitled to treat the Sub-Advised Assets as though the Sub-Advised Assets constituted the entire Fund, rules and the Sub-Adviser shall not be responsible in any way for the compliance of any assets of the Fund, other than the Sub-Advised Assets, with the Policiesregulations thereunder. Subject to the foregoing, the Sub-Adviser is authorized, in its discretion and without prior consultation with the AdviserManager, to buy, sell, lend and otherwise trade in any stocks, bonds and other securities and investment instruments (including interests in pooled investment vehicles) on behalf of the FundSeries, without regard to the length of time the securities have been held and the resulting rate of portfolio turnover or any tax considerationsturnover; and the majority or the whole of the Sub-Advised Assets Series may be invested in such proportions of stocks, bonds, other securities or investment instruments, or cash, as the Sub-Adviser shall determine. The Sub-Adviser shall be solely responsible for ensuring that appropriate due diligence (including legal due diligence) and analyses have been performed with respect to each investment by the Series, and shall be solely responsible for the adequacy of such due diligence and analyses. Notwithstanding the foregoing provisions of this Section 2(a)1.a., however, (i) the Sub-Adviser shall, upon and in accordance with written instructions from the AdviserManager, effect such portfolio transactions for the Sub-Advised Assets Series as the Adviser Manager shall determine are necessary in order for the Fund Series to comply with the Policies. b. The Sub-Adviser shall furnish the Manager and the Administrator monthly, quarterly and annual reports concerning portfolio transactions and performance of the Series in such form as may be mutually agreed upon, and (iiagrees to assist the Manager from time to time in estimating the amount of any distributions that are required to be made by the Series under the Code and to review the Series and discuss the management of the Series with representatives or agents of the Manager, the Administrator or the Trust at their reasonable request. The Sub-Adviser shall permit all books and records with respect to the Series to be inspected and audited by the Manager and the Administrator at all reasonable times during normal business hours, upon reasonable notice. The Sub-Adviser shall also provide the Manager, the Administrator or the Trust with such other information and reports as may reasonably be requested by the Manager, the Administrator or the Trust from time to time, including without limitation all material as reasonably may be requested by the trustees of the Trust pursuant to Section 15(c) upon notice of the 1940 Act. c. The Sub-Adviser shall provide to the Manager a copy of the Sub-Adviser, Advisers Form ADV as filed with the Adviser may effect in-kind redemptions with shareholders Securities and Exchange Commission and as amended from time to time and a list of the Fund with securities included within persons whom the Sub-Advised AssetsAdviser wishes to have authorized to give written and/or oral instructions to custodians of assets of the Series. d. The Sub-Adviser shall maintain and be bound by a Code of Ethics satisfying the requirements of Rule 17j-1 under the 1940 Act, and shall provide to the Trust a current copy of such Code of Ethics, as amended from time to time (the Code of Ethics). 2.

Sub-Advisory Services. (a) The Sub-Adviser shall, subject to the supervision and oversight of the Adviser,be responsible for implementing the Fund’s investment program by, manage among other things, trading portfolio securities and performing related services, rebalancing the Fund’s portfolio, and providing cash management services in accordance with the investment advice formulated by, and reinvestment of such portion of model portfolios delivered by, the assets of the FundAdviser, as well as such other investment services that the Adviser may request from time to time allocate to the Sub-Adviser for management (the “Sub-Sub- Advised Assets”). The Sub-Adviser shall manage the Sub-Advised Assets in conformity with (i) the investment objective, policies and restrictions of the Fund set forth in the Trust’s prospectus and statement of additional information relating to the Fund, as they may be amended from time to time, any additional policies or guidelines, including without limitation compliance policies and procedures, established by the Adviser, the Trust’s Chief Compliance Officer, or by the Trust’s Board of Trustees (“Board”) that have been furnished in writing to the Sub-Adviser, (ii) the written instructions and directions received from the Adviser and the Trust as delivered; and (iii) the requirements of the Investment Company Act of 1940 (the “1940 Act”), the Investment Advisers Act of 1940 (“Advisers Act”), and all other federal and state laws applicable to registered investment companies and the Sub-Adviser’s duties under this Agreement, all as may be in effect from time to time. The foregoing are referred to below together as the “Policies.” For purposes of compliance with the Policies, the Sub-Adviser shall be entitled to treat the Sub-Advised Assets as though the Sub-Advised Assets constituted the entire Fund, and the Sub-Adviser shall not be responsible in any way for the compliance of any assets of the Fund, other than the Sub-Advised Assets, with the Policies. Subject to the foregoing, the Sub-Adviser is authorized, in its discretion and without prior consultation with the Adviser, to buy, sell, lend and otherwise trade in any stocks, bonds and other securities and investment instruments on behalf of the Fund, without regard to the length of time the securities have been held and the resulting rate of portfolio turnover or any tax considerations; and the majority or the whole of the Sub-Advised Assets may be invested in such proportions of stocks, bonds, other securities or investment instruments, or cash, as the Sub-Adviser shall determine. Notwithstanding the foregoing provisions of this Section 2(a), however, (i) the Sub-Adviser shall, upon and in accordance with written instructions from the Adviser, effect such portfolio transactions for the Sub-Advised Assets as the Adviser shall determine are necessary in order for the Fund to comply with the Policies, and (ii) upon notice to the Sub-Adviser, the Adviser may effect in-kind redemptions with shareholders of the Fund with securities included within the Sub-Advised Assets.

Sub-Advisory Services. (a) The Sub-Adviser shall, subject to the supervision and oversight of the Adviser, manage the shall have full discretionary authority for portfolio investment and reinvestment of such decisions for a Fund (or each portion of the a Fund’s assets of the Fund, as the Adviser may from time to time allocate allocated to the Sub-Adviser by the Adviser), including determining, from time to time, what securities (and other financial instruments) shall be purchased for management the Fund, what securities (and other financial instruments) shall be held or sold by the “Sub-Advised Assets”). The Sub-Adviser shall manage the Sub-Advised Assets in conformity with (i) the investment objectiveFund, policies and restrictions what portion of the Fund set forth Fund’s assets shall be held uninvested in cash, subject always to the provisions of the Trust’s Agreement and Declaration of Trust, By-Laws and each Fund’s prospectus and statement of additional information relating as set forth in the Trust’s registration statement on Form N-1A (the “Registration Statement”) under the 1940 Act, and under the Securities Act of 1933, as amended (the “1933 Act”), covering Fund shares, as filed with the U.S. Securities and Exchange Commission (the “SEC”), and to the investment objectives, policies and restrictions of each Fund, as they may shall be amended from time to timetime in effect, any additional policies or guidelinesand such other limitations, including without limitation compliance policies and procedures, established by procedures as the Adviser, Board or the Trust’s Chief Compliance Officer, or by the Trust’s Board of Trustees (“Board”) that have been furnished Adviser may reasonably impose from time to time and provide in writing to the Sub-Adviser, (ii) the written instructions and directions received from the Adviser and the Trust as delivered; and (iii) the requirements of the Investment Company Act of 1940 (the “1940 ActInvestment Policies”), . No reference in this Agreement to the Investment Advisers Act Sub-Adviser having full discretionary authority over each Fund’s portfolio investment decisions shall in any way limit the right of 1940 (“Advisers Act”), the Board or the Adviser to establish or revise policies in connection with the management of a Fund’s assets or to otherwise exercise its right to control the overall management of the Trust and all other federal and state laws applicable to registered investment companies and each Fund. The scope of the Sub-Adviser’s duties under this Agreementauthority for trading portfolio securities (and other financial instruments) for a Fund, all including selecting broker-dealers to execute purchase and sale transactions (“trading authority”), shall initially be as set forth on Schedule A hereto (which may be in effect from time to timediffer by Fund). The foregoing are referred Adviser may seek to below together revise the scope of the Sub-Adviser’s trading authority upon the provision of at least 30 days’ written notice to the Sub-Adviser. If the Sub-Adviser is agreeable to such change in its scope of trading authority, the Sub-Adviser shall provide its written consent within fifteen days from the date of the original notice; and, in such case, such change in trading authority shall be effective as of the date set forth in the original written notice. If Schedule A indicates “partially discretionary” trading authority, initially, the Adviser shall retain discretionary trading authority for a mutually agreed subset of the Fund’s portfolio investments (the “Policies.” For purposes of compliance Subset”), and the Sub-Adviser shall be responsible for providing non-discretionary trading recommendations to the Adviser with respect to the Subset (in accordance with the Policiesapplicable terms of the “non-discretionary” trading authority paragraph below). In addition, the Sub-Adviser shall have full discretionary trading authority for the remaining portion of the Fund’s portfolio (in accordance with the applicable terms of the “discretionary” trading authority paragraph below). If Schedule A indicates “fully discretionary” trading authority, initially, the Sub-Adviser shall exercise full trading authority for a Fund with respect to purchases, sales or other transactions, as well as with respect to all other such things necessary or incidental to the furtherance or conduct of such purchases, sales or other transactions. If Schedule A indicates “non-discretionary” trading authority, initially, the Sub-Adviser shall be entitled responsible for promptly informing the Adviser (or another investment sub-advisory firm designated by the Adviser (herein, a “Trading Adviser”)) of portfolio investment decisions for a Fund in writing pursuant to treat mutually agreed notification protocols. In turn, the parties understand and acknowledge that the Adviser or the Trading Adviser, as the case may be, will fully rely on such notifications to effect the security (and other financial instrument) trading execution for each Fund’s portfolio investments. Additionally, the Adviser and the Trading Adviser, as the case may be, has full discretionary authority to select broker-dealers to effect the trading execution for a Fund’s portfolio investments. In the event the Adviser or the Trading Adviser desire clarification on a particular Sub-Advised Assets Adviser notification, the Adviser or the Trading Adviser, as though the Sub-Advised Assets constituted the entire Fundcase may be, and will seek guidance from the Sub-Adviser shall not be responsible prior to executing any transaction in question. In any way case (e.g., non-discretionary, partial discretion, or full discretion), the Adviser may retain such discretionary authority as it deems appropriate for the compliance effecting in-kind and other transactions of any assets Fund portfolio investments vis-à-vis “creation units.” Regardless of the Fund, other than scope of the Sub-Advised Assets, with the Policies. Subject to the foregoingAdviser’s trading authority, the Sub-Adviser is authorized, in its discretion acknowledges that the Board retains ultimate authority over each Fund and without prior consultation with may take any and all actions necessary and reasonable to protect the Adviser, to buy, sell, lend and otherwise trade in any stocks, bonds and other securities and investment instruments on behalf interests of the Fund, without regard to the length of time the securities have been held and the resulting rate of portfolio turnover or any tax considerations; and the majority or the whole of the Sub-Advised Assets may be invested in such proportions of stocks, bonds, other securities or investment instruments, or cash, as the Sub-Adviser shall determine. Notwithstanding the foregoing provisions of this Section 2(a), however, (i) the Sub-Adviser shall, upon and in accordance with written instructions from the Adviser, effect such portfolio transactions for the Sub-Advised Assets as the Adviser shall determine are necessary in order for the Fund to comply with the Policies, and (ii) upon notice to the Sub-Adviser, the Adviser may effect in-kind redemptions with shareholders of the Fund with securities included within the Sub-Advised Assetsshareholders.

Sub-Advisory Services. (a) The Sub-Adviser shall, subject shall recommend to the supervision and oversight of the Adviser, manage from time to time, what securities shall be purchased for the investment Funds, what securities shall be held or sold by the Funds and reinvestment of such what portion of the Funds’ assets shall be held uninvested in cash, subject always to the provisions of the Trust’s Agreement and Declaration of Trust, By-Laws and each Fund’s prospectus and statement of additional information as set forth in the Trust’s registration statement on Form N-1A (the “Registration Statement”) under the 1940 Act, and under the Securities Act of 1933, as amended (the “1933 Act”), covering Fund shares, as filed with the U.S. Securities and Exchange Commission (the “SEC”), and to the investment objectives, policies and restrictions of each Fund, as the Adviser may shall be from time to time allocate in effect and such other limitations, policies and procedures as the Board or the Adviser may reasonably impose from time to time and provide in writing to the Sub-Adviser for management (the “Sub-Advised AssetsInvestment Policies”). The Sub-Adviser shall manage be responsible for promptly informing the Adviser of each such recommendation for each Fund in writing pursuant to mutually agreed notification protocols. In turn, the parties understand and acknowledge that the Adviser will rely on such recommendations to make final investment determinations for the security purchases, holdings, and sales for each Fund’s investment portfolio. The Sub-Advised Assets in conformity Adviser’s authority with (i) the investment objective, policies and restrictions of the Fund set forth in the Trust’s prospectus and statement of additional information relating respect to the Fund, as they may be amended from time to time, any additional policies or guidelines, including without limitation compliance policies and procedures, established by the AdviserFunds is non-discretionary. As such, the Trust’s Chief Compliance Officer, or Adviser will be responsible for accurately and timely implementing recommendations provided by the Trust’s Board of Trustees (“Board”) that have been furnished in writing to the Sub-Adviser, (ii) . Nothing in this Agreement shall in any way limit the written instructions and directions received from right of the Board or the Adviser and to establish or revise policies in connection with the management of a Fund’s assets or to otherwise exercise its right to control the overall management of the Trust as delivered; and (iii) the requirements of the Investment Company Act of 1940 (the “1940 Act”), the Investment Advisers Act of 1940 (“Advisers Act”), and all other federal and state laws applicable to registered investment companies and the Sub-Adviser’s duties under this Agreement, all as may be in effect from time to timeeach Fund. The foregoing are referred to below together as the “Policies.” For purposes of compliance with the Policies, the Sub-Adviser shall be entitled acknowledges that the Board retains ultimate authority over each Fund and may take any and all actions necessary and reasonable to treat protect the Sub-Advised Assets as though the Sub-Advised Assets constituted the entire Fund, and the Sub-Adviser shall not be responsible in any way for the compliance interests of any assets of the Fund, other than the Sub-Advised Assets, with the Policies. Subject to the foregoing, the Sub-Adviser is authorized, in its discretion and without prior consultation with the Adviser, to buy, sell, lend and otherwise trade in any stocks, bonds and other securities and investment instruments on behalf of the Fund, without regard to the length of time the securities have been held and the resulting rate of portfolio turnover or any tax considerations; and the majority or the whole of the Sub-Advised Assets may be invested in such proportions of stocks, bonds, other securities or investment instruments, or cash, as the Sub-Adviser shall determine. Notwithstanding the foregoing provisions of this Section 2(a), however, (i) the Sub-Adviser shall, upon and in accordance with written instructions from the Adviser, effect such portfolio transactions for the Sub-Advised Assets as the Adviser shall determine are necessary in order for the Fund to comply with the Policies, and (ii) upon notice to the Sub-Adviser, the Adviser may effect in-kind redemptions with shareholders of the Fund with securities included within the Sub-Advised Assetsshareholders.

Sub-Advisory Services. (a) The Sub-Adviser shallshall determine, subject from time to time, what securities (and other financial instruments) shall be purchased for the supervision Funds, what securities (and oversight of other financial instruments) shall be held or sold by the Adviser, manage the investment Funds and reinvestment of such what portion of the Funds' assets shall be held uninvested in cash, subject always to the provisions of the Trust's Agreement and Declaration of Trust, By-Laws and each Fund's prospectus and statement of additional information as set forth in the Trust's registration statement on Form N-lA (the "Registration Statement") under the 1940 Act, and under the Securities Act of 1933, as amended (the "1933 Act"), covering Fund shares, as filed with the U.S. Securities and Exchange Commission (the "SEC"), and to the investment objectives, policies and restrictions of each Fund, as the Adviser may shall be from time to time allocate in effect and such other limitations, policies and procedures as the Board or the Adviser may reasonably impose from time to time and provide in writing to the Sub-Adviser for management (the “"Investment Policies"). To carry out such obligations, the Sub-Advised Assets”)Adviser shall have the authority to exercise full discretion and act for the Funds in the same manner and with the same force and effect as the Funds themselves might or could do with respect to purchases, sales or other transactions, as well as with respect to all other such things necessary or incidental to the furtherance or conduct of such purchases, sales or other transactions. No reference in this Agreement to the Sub-Adviser having full discretionary authority over each Fund's investments shall in any way limit the right of the Board or the Adviser to establish or revise policies in connection with the management of a Fund's assets or to otherwise exercise its right to control the overall management of the Trust and each Fund. In addition, to the extent the Sub-Adviser has determined that particular securities or financial instruments should be purchased or sold for the account of a particular Fund, the Sub-Adviser shall either place such trade itself, or notify the Adviser (or another investment sub-advisory firm designated by the Adviser (herein, a "Trading Adviser") of its recommendation make such purchase or sale. The Sub-Adviser shall manage be responsible for promptly informing the Sub-Advised Assets Adviser or, if applicable, the Trading Adviser, of each such recommendation for each Fund in conformity writing pursuant to mutually agreed notification protocols. In turn, the parties understand and acknowledge that the Adviser or the Trading Adviser, as the case may be, will fully rely on such recommendations for the security (and other financial instrument) purchases, holdings, and sales for each Fund's investment portfolio; and to that extent, the Trading Adviser's authority with (i) the investment objective, policies and restrictions of the Fund set forth in the Trust’s prospectus and statement of additional information relating respect to the FundFunds is non-discretionary. However, as they may be amended from time to time, any additional policies or guidelines, including without limitation compliance policies and procedures, established by the Adviser, the Trust’s Chief Compliance Officer, or by the Trust’s Board each of Trustees (“Board”) that have been furnished in writing to the Sub-Adviser, (ii) the written instructions and directions received from the Adviser and the Trust Trading Adviser, as delivered; the case may be, has sole discretion to select brokerage firms to effect the recommended security (and (iiiother financial instrument) purchases and sales. In the requirements of event the Investment Company Act of 1940 (Adviser or the “1940 Act”)Trading Adviser desire clarification on a particular Sub-Adviser recommendation, the Investment Advisers Act of 1940 (“Advisers Act”)Adviser or the Trading Adviser, and all other federal and state laws applicable to registered investment companies and the Sub-Adviser’s duties under this Agreement, all as may be in effect from time to time. The foregoing are referred to below together as the “Policies.” For purposes of compliance with the Policiescase may be, will seek guidance from the Sub-Adviser shall be entitled prior to treat effecting the Sub-Advised Assets as though the Sub-Advised Assets constituted the entire Fund, and the transaction in question. The Sub-Adviser acknowledges that the Board retains ultimate authority over each Fund and may take any and all actions necessary and reasonable to protect the interests of Fund shareholders. Nothing in this Agreement shall not be responsible in any way for limit the compliance of any assets right of the Fund, other than Board or the Sub-Advised Assets, Adviser to establish or revise policies in connection with the Policies. Subject management of a Fund's assets or to otherwise exercise its right to control the foregoing, the Sub-Adviser is authorized, in its discretion and without prior consultation with the Adviser, to buy, sell, lend and otherwise trade in any stocks, bonds and other securities and investment instruments on behalf overall management of the Trust and each Fund, without regard to the length of time the securities have been held and the resulting rate of portfolio turnover or any tax considerations; and the majority or the whole of the Sub-Advised Assets may be invested in such proportions of stocks, bonds, other securities or investment instruments, or cash, as the Sub-Adviser shall determine. Notwithstanding the foregoing provisions of this Section 2(a), however, (i) the Sub-Adviser shall, upon and in accordance with written instructions from the Adviser, effect such portfolio transactions for the Sub-Advised Assets as the Adviser shall determine are necessary in order for the Fund to comply with the Policies, and (ii) upon notice to the Sub-Adviser, the Adviser may effect in-kind redemptions with shareholders of the Fund with securities included within the Sub-Advised Assets.

Sub-Advisory Services. (a) The Sub-Adviser shall, subject to the supervision and oversight of the Adviser, manage the investment and reinvestment of such portion of the assets of the Fund, as the Adviser may from time to time allocate to the Sub-Adviser for management (the “Sub-Advised Assets”). The Sub-Adviser shall manage the Sub-Advised Assets in conformity with (i) the investment objective, policies and restrictions of the Fund set forth in the TrustFund’s prospectus and statement of additional information relating to the Fundinformation, as they may be amended from time to time, any additional policies or guidelines, including without limitation compliance policies and procedures, established by the Adviser, the Trust’s Chief Compliance Officer, or by the Trust’s Board of Trustees (“Board”) that have been furnished in writing to the Sub-Adviser, (ii) the written instructions and directions received from the Adviser and and/or the Trust as delivered; and (iii) the requirements of the Investment Company 1940 Act of 1940 (the “1940 Act”), the Investment Advisers Act of 1940 (“Advisers Act”), and all other federal and state laws applicable to registered investment companies and the Sub-Adviser’s duties under this Agreement, all as may be in effect from time to time. The foregoing are referred to below together as the “Policies.” For purposes of compliance with the Policies, the Sub-Adviser shall be entitled to treat the Sub-Advised Assets as though the Sub-Advised Assets constituted the entire Fund, and the Sub-Adviser shall not be responsible in any way for the compliance of any assets of the Fund, other than the Sub-Advised Assets, with the Policies. Subject to the foregoing, the Sub-Adviser is authorized, in its discretion and without prior consultation with the Adviser, to buy, sell, lend and otherwise trade in any stocks, bonds and other securities and investment instruments on behalf of the Fund, without regard to the length of time the securities have been held and the resulting rate of portfolio turnover or any tax considerations; and the majority or the whole of the Sub-Advised Assets may be invested in such proportions of stocks, bonds, other securities or investment instruments, or cash, as the Sub-Adviser shall determine. Notwithstanding the foregoing provisions of this Section 2(a), however, (i) the Sub-Adviser shall, upon and in accordance with written instructions from the Adviser, effect such portfolio transactions for the Sub-Advised Assets as the Adviser shall determine are necessary in order for the Fund to comply with the Policies, and (ii) upon notice to the Sub-Adviser, the Adviser may effect in-kind redemptions with shareholders of the Fund with securities included within the Sub-Advised Assets.

Sub-Advisory Services. (a) The Sub-Adviser shall, subject to the supervision and oversight of the Adviser, manage the investment and reinvestment of such portion of the assets of the Fund, as the Adviser may from time to time allocate to the Sub-Adviser for management (the “Sub-Advised Assets”). The Sub-Adviser shall manage determine, from time to time, what securities (and other financial instruments) shall be purchased for the Sub-Advised Assets in conformity with Funds, what securities (iand other financial instruments) shall be held or sold by the investment objective, policies Funds and restrictions what portion of the Fund set forth Funds’ assets shall be held uninvested in cash, subject always to the provisions of the Trust’s Agreement and Declaration of Trust, By-Laws and each Fund’s prospectus and statement of additional information relating as set forth in the Trust’s registration statement on Form N-1A (the “Registration Statement”) under the 1940 Act, and under the Securities Act of 1933, as amended (the “1933 Act”), covering Fund shares, as filed with the U.S. Securities and Exchange Commission (the “SEC”), and to the investment objectives, policies and restrictions of each Fund, as they may shall be amended from time to timetime in effect and described in such Fund’s Registration Statement, any additional policies or guidelinesand such other limitations, including without limitation compliance policies and procedures, established by procedures as the Adviser, Board or the Trust’s Chief Compliance Officer, or by the Trust’s Board of Trustees (“Board”) that have been furnished Adviser may reasonably impose from time to time and provide in writing to the Sub-Adviser, (ii) the written instructions and directions received from the Adviser and the Trust as delivered; and (iii) the requirements of the Investment Company Act of 1940 (the “1940 ActInvestment Policies”), the Investment Advisers Act of 1940 (“Advisers Act”), and all other federal and state laws applicable to registered investment companies and the Sub-Adviser’s duties under this Agreement, all as may be in effect from time to time. The foregoing are referred to below together as the “Policies.” For purposes of compliance with the PoliciesTo carry out such obligations, the Sub-Adviser shall be entitled exercise full discretion and act for the Funds in the same manner and with the same force and effect as the Funds themselves might or could do with respect to treat purchases, sales or other transactions, as well as with respect to all other such things necessary or incidental to the Sub-Advised Assets as though the Sub-Advised Assets constituted the entire Fundfurtherance or conduct of such purchases, and sales or other transactions. No reference in this Agreement to the Sub-Adviser having full discretionary authority over each Fund’s investments shall not be responsible in any way for limit the compliance of any assets right of the Fund, other than Board or the Sub-Advised Assets, Adviser to establish or revise policies in connection with the Policiesmanagement of a Fund’s assets or to otherwise exercise its right to control the overall management of the Trust and each Fund. Subject to the foregoing, the The Sub-Adviser is authorized, in its discretion acknowledges that the Board retains ultimate authority over each Fund and without prior consultation with may take any and all actions necessary and reasonable to protect the Adviser, to buy, sell, lend and otherwise trade in any stocks, bonds and other securities and investment instruments on behalf interests of the Fund, without regard to the length of time the securities have been held and the resulting rate of portfolio turnover or any tax considerations; and the majority or the whole of the Sub-Advised Assets may be invested in such proportions of stocks, bonds, other securities or investment instruments, or cash, as the Sub-Adviser shall determine. Notwithstanding the foregoing provisions of this Section 2(a), however, (i) the Sub-Adviser shall, upon and in accordance with written instructions from the Adviser, effect such portfolio transactions for the Sub-Advised Assets as the Adviser shall determine are necessary in order for the Fund to comply with the Policies, and (ii) upon notice to the Sub-Adviser, the Adviser may effect in-kind redemptions with shareholders of the Fund with securities included within the Sub-Advised Assetsshareholders.

Sub-Advisory Services. (a) The Sub-Adviser shall, subject to the supervision and oversight of the Adviser, manage the investment and reinvestment of such portion of the assets of the FundCompany, as the Adviser may from time to time allocate to the Sub-Adviser for management (the “Sub-Advised Assets”). The services provided by the Sub-Adviser are outlined in Schedule A hereto. The Sub-Adviser shall manage the Sub-Advised Assets in conformity with (i) the investment objective, policies and restrictions of the Fund Company set forth in the Trust’s prospectus and statement of additional information relating to the FundUS ETF, as they may be amended from time to time, any additional policies or guidelines, including without limitation compliance policies and procedures, established by the Adviser, the Trust’s Chief Compliance Officer, or by the Trust’s Board of Trustees (“Board”) that have been furnished in writing to the Sub-Adviser, (ii) the written instructions and directions received from the Adviser and the Trust as delivered; and (iii) the requirements of the Investment Company Act of 1940 (the “1940 Act”), the Investment Advisers Act of 1940 (“Advisers Act”), and all other federal and state laws applicable to registered investment companies and the Sub-Adviser’s duties under this Agreement, all as may be in effect from time to time. The foregoing are referred to below together as the “Policies.” 49232807.2 For purposes of compliance with the Policies, the Sub-Adviser shall be entitled to treat the Sub-Advised Assets as though the Sub-Advised Assets constituted the entire FundCompany, and the Sub-Adviser shall not be responsible in any way for the compliance of any assets of the FundCompany, other than the Sub-Advised Assets, with the Policies. Subject to the foregoing, the Sub-Adviser is authorized, in its discretion and without prior consultation with the Adviser, to buy, sell, lend and otherwise trade in any stocks, bonds and other securities and investment instruments on behalf of the FundCompany, without regard to the length of time the securities have been held and the resulting rate of portfolio turnover or any tax considerations; and the majority or the whole of the Sub-Advised Assets may be invested in such proportions of stocks, bonds, other securities or investment instruments, or cash, as the Sub-Adviser shall determine. Notwithstanding the foregoing provisions of this Section 2(a), however, (i) the Sub-Adviser shall, upon and in accordance with written instructions from the Adviser, effect such portfolio transactions for the Sub-Advised Assets as the Adviser shall determine are necessary in order for the Fund Company to comply with the Policies, and (ii) upon notice to the Sub-Adviser, the Adviser may effect in-kind redemptions with shareholders of the Fund Company with securities included within the Sub-Advised Assets.

Sub-Advisory Services. (a) The Sub-Adviser shall, subject to the supervision and oversight of the Adviser, manage the investment and reinvestment of such portion of the assets of the FundFunds, as the Adviser may from time to time allocate to the Sub-Adviser for management (the “Sub-Advised Assets”). The Sub-Adviser shall manage the Sub-Advised Assets in conformity with (i) the investment objective, policies and restrictions of the Fund Funds set forth in the Trust’s prospectus and statement of additional information relating to the Fund, as they may be amended from time to time, any additional policies or guidelines, including without limitation compliance policies and procedures, established by the Adviser, the Trust’s Chief Compliance Officer, or by the Trust’s Board of Trustees (“Board”) that have been furnished in writing to the Sub-Adviser, (ii) the written instructions and directions received from the Adviser and the Trust as delivered; and (iii) the requirements of the Investment Company Act of 1940 (the “1940 Act”), the Investment Advisers Act of 1940 (“Advisers Act”), and all other federal and state laws applicable to registered investment companies and the Sub-Adviser’s duties under this Agreement, all as may be in effect from time to time. The foregoing are referred to below together as the “Policies.” For purposes of compliance with the Policies, the Sub-Adviser shall be entitled to treat the Sub-Advised Assets as though the Sub-Advised Assets constituted the entire Fund, and the Sub-Adviser shall not be responsible in any way for the compliance of any assets of the Fund, other than the Sub-Advised Assets, with the Policies. Subject to the foregoing, the Sub-Adviser is authorized, in its discretion and without prior consultation with the Adviser, to buy, sell, lend and otherwise trade in any stocks, bonds and other securities and investment instruments on behalf of the Fund, without regard to the length of time the securities have been held and the resulting rate of portfolio turnover or any tax considerations; and the majority or the whole of the Sub-Advised Assets may be invested in such proportions of stocks, bonds, other securities or investment instruments, or cash, as the Sub-Adviser shall determine. Notwithstanding the foregoing provisions of this Section 2(a), however, (i) the Sub-Adviser shall, upon and in accordance with written instructions from the Adviser, effect such portfolio transactions for the Sub-Advised Assets as the Adviser shall determine are necessary in order for the Fund to comply with the Policies, and (ii) upon notice to the Sub-Adviser, the Adviser may effect in-kind redemptions with shareholders of the Fund with securities included within the Sub-Advised Assets.

Sub-Advisory Services. (a) The Sub-Adviser shall, subject to the supervision and oversight of the Adviser, manage the investment and reinvestment of such portion of the assets of the Fund, as the Adviser may from time to time allocate to the Sub-Adviser for management (the “Sub-Advised Assets”). The Sub-Adviser shall manage act as a non-discretionary trading adviser. The Adviser or a third-party sub-advisory firm (together, the Sub-Advised Assets in conformity with “Instructing Adviser”) shall determine what securities (iand other financial instruments) shall be purchased for the investment objectiveFunds, policies what securities (and restrictions other financial instruments) shall be held or sold by the Funds and what portion of the Fund set forth Funds’ assets shall be held uninvested in cash, subject always to the provisions of the Trust’s Agreement and Declaration of Trust, By-Laws and each Fund’s prospectus and statement of additional information relating to the Fund, as they may be amended from time to time, any additional policies or guidelines, including without limitation compliance policies and procedures, established by the Adviser, set forth in the Trust’s Chief Compliance Officer, or by the Trust’s Board of Trustees (“Board”) that have been furnished in writing to the Sub-Adviser, (ii) the written instructions and directions received from the Adviser and the Trust as delivered; and (iii) the requirements of the Investment Company Act of 1940 registration statement on Form N-1A (the “Registration Statement”) under the 1940 Act, and under the Securities Act of 1933, as amended (the “1933 Act”), covering Fund shares, as filed with the Investment Advisers Act of 1940 U.S. Securities and Exchange Commission (the “Advisers ActSEC”), and all to the investment objectives, policies and restrictions of each Fund, as shall be from time to time in effect and such other federal limitations, policies and state laws applicable procedures as the Board or the Adviser may reasonably impose from time to registered investment companies and time (the “Investment Policies”). The Instructing Adviser shall be responsible for promptly informing the Sub-AdviserAdviser of each recommendation for the purchase or sale of particular securities or financial instruments for the account of a particular Fund in writing pursuant to mutually agreed notification protocols. In turn, the parties understand and acknowledge that the Sub-Adviser will fully rely on such recommendations for the security (and other financial instrument) purchases, holdings, and sales for each Fund’s duties under this Agreement, all as may be in effect from time to timeinvestment portfolio. The foregoing are referred Sub-Adviser has sole discretion to below together as select brokerage firms to effect the “Policies.” For purposes of compliance with recommended security (and other financial instrument) purchases and sales. In the Policiesevent the Sub-Adviser desires clarification on a particular Instructing Adviser recommendation, the Sub-Adviser shall be entitled will seek guidance from the Adviser prior to treat effecting the Sub-Advised Assets as though the Sub-Advised Assets constituted the entire Fundtransaction in question. The Instructing Adviser will not recommend that a Fund engage in any futures transactions, and options on futures transactions, or transactions in other commodity interests prior to the Sub-Adviser shall not be responsible in any way for the compliance becoming registered or filing a notice of any assets exemption on behalf of the Fund, other than the Sub-Advised Assets, relevant Fund with the PoliciesNational Futures Association (“NFA”) or other applicable regulatory agency. Subject to the foregoing, The Adviser understands and acknowledges that the Sub-Adviser is authorized, in its discretion and without prior consultation not currently registered with the Adviser, to buy, sell, lend and otherwise trade NFA. Nothing in this Agreement shall in any stocks, bonds and other securities and investment instruments on behalf way limit the right of the Fund, without regard to the length of time the securities have been held and the resulting rate of portfolio turnover or any tax considerations; and the majority Board or the whole Adviser to establish or revise policies in connection with the management of a Fund’s assets or to otherwise exercise its right to control the overall management of the Sub-Advised Assets may be invested in such proportions of stocks, bonds, other securities or investment instruments, or cash, as the Trust and each Fund. The Sub-Adviser shall determine. Notwithstanding acknowledges that the foregoing provisions Board retains ultimate authority over each Fund and may take any and all actions necessary and reasonable to protect the interests of this Section 2(a), however, (i) the Sub-Adviser shall, upon and in accordance with written instructions from the Adviser, effect such portfolio transactions for the Sub-Advised Assets as the Adviser shall determine are necessary in order for the Fund to comply with the Policies, and (ii) upon notice to the Sub-Adviser, the Adviser may effect in-kind redemptions with shareholders of the Fund with securities included within the Sub-Advised Assetsshareholders.

Sub-Advisory Services. (a) The Sub-Adviser Subadviser shall, subject to the supervision and oversight of the AdviserManager and in cooperation with the Manager, as administrator, or with any other administrator appointed by the Manager (the "Administrator"), manage the investment and reinvestment of such portion of the assets of the Fund, as the Adviser may from time to time allocate to the Sub-Adviser for management (the “Sub-Advised Assets”)Portfolio. The Sub-Adviser Subadviser shall manage invest and reinvest the Sub-Advised Assets assets of the Portfolio in conformity with (i1) the investment objective, policies and restrictions of the Fund Portfolio set forth in the Trust’s Fund's prospectus and statement of additional information relating to the Fundinformation, as they may be amended revised or supplemented from time to time, relating to the Portfolio (the "Prospectus"), (2) any additional policies or guidelines, including without limitation compliance policies and procedures, guidelines established by the Adviser, the Trust’s Chief Compliance Officer, Manager or by the Trust’s Board of Trustees (“Board”) Fund's Directors that have been furnished in writing to the Sub-Adviser, Subadviser and (ii3) the written instructions provisions of the Internal Revenue Code (the "Code") applicable to "regulated investment companies" (as defined in Section 851 of the Code) and directions received from "segregated asset accounts" (as defined in Section 817 of the Adviser Code) including, but not limited to, the diversification requirements of Section 817(h) of the Code and the Trust regulations thereunder, all as delivered; from time to time in effect (collectively, the "Policies"), and (iii) the requirements with all applicable provisions of law, including without limitation all applicable provisions of the Investment Company Act of 1940 (the “"1940 Act”") the rules and regulations thereunder and the interpretive opinions thereof of the staff of the Securities and Exchange Commission ("SEC") ("SEC Positions"); provided, however, that the Investment Advisers Act Manager agrees to inform the Subadviser of 1940 any and all applicable state insurance law restrictions that operate to limit or restrict the investments the Portfolio might otherwise make (“Advisers Act”"Insurance Restrictions"), and all other federal and state laws applicable to registered investment companies and inform the Sub-Adviser’s duties under this Agreement, all as may be in effect from time to time. The foregoing are referred to below together as the “Policies.” For purposes of compliance with the Policies, the Sub-Adviser shall be entitled to treat the Sub-Advised Assets as though the Sub-Advised Assets constituted the entire Fund, and the Sub-Adviser shall not be responsible in any way for the compliance Subadviser promptly of any assets of the Fund, other than the Sub-Advised Assets, with the Policieschanges in such Insurance Restrictions. Subject to the foregoing, the Sub-Adviser Subadviser is authorized, in its discretion and without prior consultation with the AdviserManager, to buy, sell, lend and otherwise trade in any stocks, bonds and other securities and investment instruments on behalf of the FundPortfolio, without regard to the length of time the securities have been held and the resulting rate of portfolio turnover or any tax considerations; and the majority or the whole of the Sub-Advised Assets Portfolio may be invested in such proportions of stocks, bonds, other securities or investment instruments, or cash, as the Sub-Adviser Subadviser shall determine. Notwithstanding the foregoing provisions of this Section 2(a)1.a, however, (i) the Sub-Adviser Subadviser shall, upon and in accordance with written instructions from the AdviserManager, effect such portfolio transactions for the Sub-Advised Assets Portfolio as the Adviser Manager shall determine are necessary in order for the Fund Portfolio to comply with the Policies, and (ii) upon notice to the Sub-Adviser, the Adviser may effect in-kind redemptions with shareholders of the Fund with securities included within the Sub-Advised Assets.

Sub-Advisory Services. (a) The Sub-Adviser Advisor shall, subject to the supervision and oversight of the AdviserAdvisor, manage the investment and reinvestment of such portion of the all assets of the Fund, as the Adviser may from time to time allocate to the Sub-Adviser for management Fund (the “Sub-Advised Fund Assets”). The Sub-Adviser Advisor shall manage the Sub-Advised Fund Assets in conformity with (i) the investment objective, policies and restrictions of the Fund set forth in the Trust’s prospectus and statement Statement of additional information Additional Information (“SAI”) relating to the Fund, as they may be amended from time to time, any additional policies or guidelines, including without limitation compliance policies and procedures, established by the AdviserAdvisor, the Trust’s Chief Compliance Officer, or by the Trust’s Board of Trustees (“Board”) that have been furnished in writing to the Sub-Adviser, Advisor; (ii) the written instructions and or directions received from delivered by the Adviser and Advisor or the Trust to the Sub-Advisor, as deliveredprovided more particularly below; and (iii) the requirements of the Investment Company Act of 1940 (the “1940 Act”), the Investment Advisers Act of 1940 (“Advisers Act”), ) and all other federal and state laws applicable to registered investment companies and the Sub-AdviserAdvisor’s duties under this Agreement, all as may be in effect from time to time; and (iv) that certain order of the United States Securities and Exchange Commission (“SEC”) dated , 2011 (as may be amended from time to time) granting exemptive relief to the Advisor, the Trust and any investment sub- advisor of the Fund from certain provisions of the 1940 Act and the rules promulgated thereunder in respect of the Fund’s status as an exchange-traded fund (the “Advisor’s Exemptive Relief”). The foregoing materials outlined above in sub-clauses (i) through (iv) of this Section 2 are referred to herein below together collectively as the “Policies.” For purposes of compliance with the Policies, the Sub-Adviser shall be entitled to treat the Sub-Advised Assets as though the Sub-Advised Assets constituted the entire Fund, and the Sub-Adviser shall not be responsible in any way for the compliance of any assets of the Fund, other than the Sub-Advised Assets, with the Policies. Subject to the foregoing, the Sub-Adviser Advisor is authorized, in its discretion and without prior consultation with the Adviser, authorized to buy, sell, lend and otherwise trade in any stocks, bonds and other securities and investment instruments and to hold cash on behalf of the Fund, without regard to the length of time the securities have been held and the resulting rate of portfolio turnover or any tax considerations; and the majority or the whole of the Sub-Advised Assets may be invested in such proportions of stocks, bonds, other securities or investment instruments, or cash, Fund as the Sub-Adviser shall determineAdvisor deems appropriate, in the Sub-Advisor’s sole discretion and without prior consultation with the Advisor, in light of the Policies. Notwithstanding the foregoing provisions of this Section 2(a), however, (i) the Sub-Adviser Advisor shall, upon and in accordance with written instructions from the AdviserAdvisor, effect such portfolio transactions for the Sub-Advised Fund Assets as the Adviser Advisor shall determine are necessary or desirable in order for the Fund to comply with the Policies, and (ii) upon notice to the Sub-Adviser, the Adviser may effect in-kind redemptions with shareholders of the Fund with securities included within the Sub-Advised Assets.

Sub-Advisory Services. (a) Subject to the supervision of the Board and the Adviser, the Sub-Adviser shall assist the Adviser in providing a continuous investment program with respect to the Fund's portfolio, including investment research and management with respect to all securities and investments and cash equivalents in the Fund. The Sub-Adviser shallmay determine the securities and investments to be purchased, subject sold or retained by the Fund in accordance with the Adviser's stewardship investing guidelines. In cooperation with the Sub-Adviser, the Adviser will provide guidance regarding individual securities and/or sectors that shall not be purchased for the Fund and reserves the right to remove securities from the supervision Fund that do not meet the Adviser's social screens. The Sub-Adviser may place orders directly with the issuer or any broker or dealer for such securities and oversight investments. The Sub-Adviser will provide services under this Agreement in accordance with the Fund's investment objective, policies and restrictions as stated in the Fund's currently effective prospectus and statement of additional information, the Trust's Declaration of Trust and By-laws, each as amended from time to time, and resolutions of the Adviser, manage the investment and reinvestment of such portion of the assets of Board applicable to the Fund, each as the Adviser may from time to time allocate provided to the Sub-Adviser for management (by the “Sub-Advised Assets”)Adviser. The Sub-Adviser shall manage the Sub-Advised Assets in conformity with (i) the investment objective, policies have authority to enter into and restrictions execute agreements on behalf of the Fund set forth in the Trust’s prospectus and statement of additional information relating to the Fund, as they may be amended from time to time, any additional policies acquisition or guidelines, including without limitation compliance policies disposition of investment assets and procedures, established by the Adviser, the Trust’s Chief Compliance Officer, or by the Trust’s Board execution of Trustees (“Board”) that have been furnished in writing portfolio transactions pursuant to the Sub-Adviser, (ii) the written instructions and directions received from the Adviser and the Trust as delivered; and (iii) the requirements 's management of the Investment Company Act of 1940 (the “1940 Act”)Fund under this Agreement. Such agreements may include foreign exchange contracts and other transactional agreements. Nothing contained herein, the Investment Advisers Act of 1940 (“Advisers Act”)however, and all other federal and state laws applicable shall be deemed to registered investment companies and authorize the Sub-Adviser’s duties under this AgreementAdviser to take or receive physical possession of any cash or securities held in the Fund, all it being intended that sole responsibility for safekeeping thereof (in such investments as may be in effect from time to time. The foregoing are referred to below together as the “Policies.” For purposes of compliance with the Policies, the Sub-Adviser shall be entitled direct) and the consummation of all such purchases, sales, deliveries, and investments made pursuant to treat the Sub-Advised Assets as though Adviser's direction shall rest upon the Sub-Advised Assets constituted custodian for the entire Fund, and . The parties hereto also agree that the Sub-Adviser shall not receive or vote proxies or other similar solicitations on behalf of the Fund and that such proxies and other similar solicitations shall be responsible voted by the Adviser in any way accordance with its procedures. The Sub-Adviser warrants that all actions taken in the exercise of the power herein granted to the Sub-Adviser will be taken solely and exclusively for the compliance of any assets benefit of the Fund, other than . Without limiting the Sub-Advised Assets, with the Policies. Subject to generality of the foregoing, the Sub-Adviser is authorized, in its discretion and without prior consultation with the Adviser, to buy, sell, lend and otherwise trade in any stocks, bonds and other securities and investment instruments on behalf of the Fund, without regard to the length of time the securities have been held and the resulting rate of portfolio turnover or any tax considerations; and the majority or the whole of the Sub-Advised Assets may be invested in such proportions of stocks, bonds, other securities or investment instruments, or cash, as the Sub-Adviser shall determine. Notwithstanding the foregoing provisions of this Section 2(a), however, (i) the Sub-Adviser shall, upon and in accordance with written instructions from the Adviser, effect such portfolio transactions for the Sub-Advised Assets as the Adviser shall determine are necessary in order for the Fund to comply with the Policies, and (ii) upon notice to the Sub-Adviser, the Adviser may effect in-kind redemptions with shareholders of the Fund with securities included within the Sub-Advised Assets.further agrees that it:

Sub-Advisory Services. (a) a. The Sub-Adviser shall, subject to the supervision and oversight of the AdviserManager and of any administrator appointed by the Manager (the "Administrator"), manage the investment and reinvestment of such portion of the assets of the Fund, Series as the Adviser Manager may from time to time allocate to the Sub-Adviser for management (such portion, the “"Segment"), and the Sub-Advised Assets”)Adviser shall have the authority on behalf of the Series to vote all proxies and exercise all other rights of the Series as a security holder of companies in which the Segment from time to time invests. The Sub-Adviser shall manage the Sub-Advised Assets Segment in conformity with (i1) the investment objective, policies and restrictions of the Fund Series set forth in the Trust’s 's prospectus and statement of additional information relating to the FundSeries, as they may be amended from time to time, (2) any additional policies or guidelines, including without limitation compliance policies and procedures, guidelines established by the Adviser, the Trust’s Chief Compliance Officer, Manager or by the Trust’s Board of Trustees (“Board”) 's trustees that have been furnished in writing to the Sub-Adviser, Adviser and (ii3) the written instructions provisions of the Internal Revenue Code (the "Code") applicable to "regulated investment companies" (as defined in Section 851 of the Code), all as from time to time in effect (collectively, the "Policies"), and directions received from the Adviser and the Trust as delivered; and (iii) the requirements with all applicable provisions of law, including without limitation all applicable provisions of the Investment Company Act of 1940 1940, as amended (the “"1940 Act”), the Investment Advisers Act of 1940 (“Advisers Act”), and all other federal and state laws applicable to registered investment companies ") and the Sub-Adviser’s duties under this Agreement, all as may be in effect from time to timerules and regulations thereunder. The foregoing are referred to below together as the “Policies.” For purposes of compliance with the Policies, the Sub-Adviser shall be entitled to treat the Sub-Advised Assets Segment as though the Sub-Advised Assets Segment constituted the entire FundSeries, and the Sub-Adviser shall not be responsible in any way for the compliance of any assets of the FundSeries, other than the Sub-Advised AssetsSegment, with the Policies, or for the compliance of the Series, taken as a whole, with the Policies. Subject to the foregoing, the Sub-Adviser is authorized, in its discretion and without prior consultation with the AdviserManager, to buy, sell, lend and otherwise trade in any stocks, bonds and other securities and investment instruments on behalf of the FundSeries, without regard to the length of time the securities have been held and the resulting rate of portfolio turnover or any tax considerations; and the majority or the whole of the Sub-Advised Assets Segment may be invested in such proportions of stocks, bonds, other securities or investment instruments, or cash, as the Sub-Adviser shall determine. Notwithstanding the foregoing provisions of this Section 2(a)1.a., however, (i) the Sub-Adviser shall, upon and in accordance with written instructions from the AdviserManager, effect such portfolio transactions for the Sub-Advised Assets Segment as the Adviser Manager shall determine are necessary in order for the Fund Series to comply with the Policies, and (ii) upon notice to the Sub-Adviser, the Adviser may effect in-kind redemptions with shareholders of the Fund with securities included within the Sub-Advised Assets.

Sub-Advisory Services. (a) a. The Sub-Adviser shall, subject to the supervision and oversight of the AdviserManager and of any administrator appointed by the Manager (the “Administrator”), manage the investment and reinvestment of such portion of allocate the assets of the Fund, Funds among available underlying funds and segments of the Funds as selected by the Adviser may from time to time allocate Manager and set forth in the Trust’s prospectuses relating to the Sub-Adviser for management (the “Sub-Advised Assets”)Funds. The Sub-Adviser shall manage perform its standard investment due diligence on the available underlying funds and segments as well as consult on and make recommendations with respect to any changes to the list of available underlying funds and segments, such changes to be made solely at the discretion of the Manager. The Sub-Adviser shall provide the Manager with a chart, or “glide path,” which sets forth the Funds’ allocations over time, in a format acceptable to the Manager, and shall provide the Manager with any updates thereto. The Sub-Adviser shall transmit standing trading instructions, which shall provide the Manager, Administrator and any custodian(s), as applicable, with instructions on how to direct flows in and out of the Funds on a daily basis, and shall promptly transmit any edits thereto as may be necessary from time to time, to the Manager and any designee that the Manager may select to perform trading or investment execution activities on behalf of the Funds. On a daily basis, the Sub-Advised Assets in conformity Adviser shall perform post-trade monitoring to confirm compliance with (i1) the investment objectiveobjectives, policies and restrictions of the Fund Funds set forth in the Trust’s prospectus prospectuses and statement statements of additional information relating to the FundFunds, as they may be amended from time to time, (2) any additional policies or guidelines, including without limitation compliance policies and procedures, guidelines established by the Adviser, the Trust’s Chief Compliance Officer, Manager or by the Trust’s Board of Trustees (“Board”) trustees that have been furnished in writing to the Sub-Adviser, Adviser a reasonable amount of time before the date of implementation thereof by Sub-Advisor and (ii3) the written instructions provisions of the Internal Revenue Code, as amended (the “Code”) applicable to “regulated investment companies” (as defined in Section 851 of the Code), all as from time to time in effect (collectively, the “Policies”), and directions received from the Adviser and the Trust as delivered; and (iii) the requirements with all applicable provisions of law, including without limitation all applicable provisions of the Investment Company Act of 1940 1940, as amended (the “1940 Act”), in each case solely to the Investment Advisers Act extent that such laws regulate the investment practices of 1940 (“Advisers Act”)the Funds, and all other federal the rules and state laws applicable to registered investment companies regulations thereunder, and shall promptly notify the Trust’s Chief Compliance Officer if a violation of the provisions set forth in the preceding sentence has occurred; provided that, each of the Manager and the Trust on behalf of itself and each of the Funds acknowledge and agree that the Sub-Adviser’s duties under Advisor may rely upon a third-party service provider to perform such functions. Notwithstanding anything to the contrary in this Agreement, all Sub-Advisor shall have no responsibilities or liability with respect to any violations caused by the underlying funds and/or segments of (i) the investment objectives, policies and restrictions of the Funds set forth in the Trust’s prospectuses and statements of additional information relating to the Funds, (ii) any additional policies or guidelines established by the Manager or by the Trust’s trustees, or (iii) the policies or other applicable law, including without limitation the 1940 Act, other than reporting such violation(s) to the Trust’s Chief Compliance Officer as may be in effect from time to timedescribed above. The foregoing are referred to below together as the “Policies.” For purposes of compliance with the Policiesgreater clarity, the Sub-Adviser shall be entitled to treat the Sub-Advised Assets as though the Sub-Advised Assets constituted the entire Fund, parties agree and acknowledge that the Sub-Adviser shall not be responsible in any way for monitoring, and shall have no liability with respect to, the compliance of the underlying funds with any assets of the Fund, other than the Sub-Advised Assets, with the Policies. Subject to the foregoing, the Sub-Adviser is authorized, in its discretion and without prior consultation with the Adviser, to buy, sell, lend and otherwise trade in any stocks, bonds and other securities and investment instruments on behalf of the Fund, without regard to the length of time the securities have been held and the resulting rate of portfolio turnover restrictions or any tax considerations; and the majority or the whole of the Sub-Advised Assets requirements that may be invested in applicable to such proportions of stocks, bonds, other securities or investment instruments, or cash, as funds at the Sub-Adviser shall determine. Notwithstanding the foregoing provisions of this Section 2(a), however, (i) the Sub-Adviser shall, upon and in accordance with written instructions from the Adviser, effect such portfolio transactions for the Sub-Advised Assets as the Adviser shall determine are necessary in order for the Fund to comply with the Policies, and (ii) upon notice to the Sub-Adviser, the Adviser may effect in-kind redemptions with shareholders of the Fund with securities included within the Sub-Advised Assetsfund level.

Sub-Advisory Services. (a) The Sub-Adviser Subadviser shall, subject to the supervision and oversight of the AdviserManager and in cooperation with the Manager, as administrator, or with any other administrator appointed by the Manager (the “Administrator”), manage the investment and reinvestment of such portion of the assets of the Fund, as the Adviser may from time to time allocate to the Sub-Adviser for management (the “Sub-Advised Assets”)Portfolio. The Sub-Adviser Subadviser shall manage invest and reinvest the Sub-Advised Assets assets of the Portfolio in conformity with (i1) the investment objective, policies and restrictions of the Fund Portfolio set forth in the TrustFund’s prospectus and statement of additional information relating to the Fundinformation, as they may be amended revised or supplemented from time to time, relating to the Portfolio (the “Prospectus”), (2) any additional policies or guidelines, including without limitation compliance policies and procedures, guidelines established by the Adviser, the Trust’s Chief Compliance Officer, Manager or by the TrustFund’s Board of Trustees (“Board”) Directors that have been furnished in writing to the Sub-Adviser, Subadviser and (ii3) the written instructions provisions of the Internal Revenue Code (the “Code”) applicable to “regulated investment companies” (as defined in Section 851 of the Code) and directions received from “segregated asset accounts” (as defined in Section 817 of the Adviser Code) including, but not limited to, the diversification requirements of Section 817(h) of the Code and the Trust regulations thereunder, all as delivered; from time to time in effect (collectively, the “Policies”), and (iii) the requirements with all applicable provisions of law, including without limitation all applicable provisions of the Investment Company Act of 1940 (the “1940 Act”), ) the Investment Advisers Act rules and regulations thereunder and the interpretive opinions thereof of 1940 the staff of the Securities and Exchange Commission (“Advisers ActSEC”) (“SEC Positions”); provided, however, that the Manager agrees to inform the Subadviser of any and all applicable state insurance law restrictions that operate to limit or restrict the investments the Portfolio might otherwise make (“Insurance Restrictions”), and all other federal and state laws applicable to registered investment companies and inform the Sub-Adviser’s duties under this Agreement, all as may be in effect from time to time. The foregoing are referred to below together as the “Policies.” For purposes of compliance with the Policies, the Sub-Adviser shall be entitled to treat the Sub-Advised Assets as though the Sub-Advised Assets constituted the entire Fund, and the Sub-Adviser shall not be responsible in any way for the compliance Subadviser promptly of any assets of the Fund, other than the Sub-Advised Assets, with the Policieschanges in such Insurance Restrictions. Subject to the foregoing, the Sub-Adviser Subadviser is authorized, in its discretion and without prior consultation with the AdviserManager, to buy, sell, lend and otherwise trade in any stocks, bonds and other securities and investment instruments on behalf of the FundPortfolio, without regard to the length of time the securities have been held and the resulting rate of portfolio turnover or any tax considerations; and the majority or the whole of the Sub-Advised Assets Portfolio may be invested in such proportions of stocks, bonds, other securities or investment instruments, or cash, as the Sub-Adviser Subadviser shall determine. Notwithstanding the foregoing provisions of this Section 2(a)1.a, however, (i) the Sub-Adviser Subadviser shall, upon and in accordance with written instructions from the AdviserManager, effect such portfolio transactions for the Sub-Advised Assets Portfolio as the Adviser Manager shall determine are necessary in order for the Fund Portfolio to comply with the Policies, and (ii) upon notice to the Sub-Adviser, the Adviser may effect in-kind redemptions with shareholders of the Fund with securities included within the Sub-Advised Assets.

Sub-Advisory Services. (a) a. The Sub-Adviser shall, subject to the supervision and oversight of the AdviserManager and of any administrator appointed by the Manager (the "Administrator"), manage the investment and reinvestment of such portion of the assets of the FundSeries, and have the authority on behalf of the Series to vote all proxies and exercise all other rights of the Series as a security holder of companies in which the Adviser may Series from time to time allocate to the Sub-Adviser for management (the “Sub-Advised Assets”)invests. The Sub-Adviser shall manage the Sub-Advised Assets Series in conformity with (i1) the investment objective, policies and restrictions of the Fund Series set forth in the Trust’s 's prospectus and statement of additional information relating to the FundSeries, as they may be amended from time to time, (2) any additional policies or guidelines, including without limitation compliance policies and procedures, guidelines established by the Adviser, the Trust’s Chief Compliance Officer, Manager or by the Trust’s Board of Trustees (“Board”) 's trustees that have been furnished in writing to the Sub-Adviser, Adviser and (ii3) the written instructions provisions of the Internal Revenue Code (the "Code") applicable to "regulated investment companies" (as defined in Section 851 of the Code), all as from time to time in effect (collectively, the "Policies"), and directions received from the Adviser and the Trust as delivered; and (iii) the requirements with all applicable provisions of law, including without limitation all applicable provisions of the Investment Company Act of 1940 (the “"1940 Act”), the Investment Advisers Act of 1940 (“Advisers Act”), and all other federal and state laws applicable to registered investment companies ") and the Sub-Adviser’s duties under this Agreement, all as may be in effect from time to timerules and regulations thereunder. The foregoing are referred to below together as the “Policies.” [FOR STAR GROWTH FUND ONLY: For purposes of compliance with the Policies, the Sub-Adviser shall be entitled to treat the Sub-Advised Assets Segment as though the Sub-Advised Assets Segment constituted the entire FundSeries, and the Sub-Adviser shall not be responsible in any way for the compliance of any assets of the FundSeries, other than the Sub-Advised AssetsSegment, with the Policies. , or for the compliance of the Series, taken as a whole, with the Policies.] Subject to the foregoing, the Sub-Adviser is authorized, in its discretion and without prior consultation with the AdviserManager, to buy, sell, lend and otherwise trade in any stocks, bonds and other securities and investment instruments on behalf of the FundSeries, without regard to the length of time the securities have been held and the resulting rate of portfolio turnover or any tax considerations; and the majority or the whole of the Sub-Advised Assets Series may be invested in such proportions of stocks, bonds, other securities or investment instruments, or cash, as the Sub-Adviser shall determine. [FOR STAR GROWTH FUND ONLY: Notwithstanding the foregoing provisions of this Section 2(a), 1.a; however, (i) the Sub-Adviser shall, upon and in accordance with written instructions from the AdviserManager, effect such portfolio transactions for the Sub-Advised Assets Segment as the Adviser Manager shall determine are necessary in order for the Fund Series to comply with the Policies, and (ii) upon notice to the Sub-Adviser, the Adviser may effect in-kind redemptions with shareholders of the Fund with securities included within the Sub-Advised Assets.]

Sub-Advisory Services. (a) Subject to the terms and conditions of this Agreement, you will provide the Fund investment sub-advisory services with respect to that portion of the Fund’s assets that are allocated to you in accordance with this Agreement, which services shall be consistent with the investment objectives and policies of the Fund as set forth in the Fund’s Prospectus and Statement of Additional Information and any investment guidelines or other instructions received in writing from the Adviser. The Sub-Board of Trustees or the Adviser shallmay, from time to time, make additions to and withdrawals from the assets of the Fund allocated to you with prior written notice to you. You will determine what securities shall be purchased for such portion of the Fund’s assets, what securities shall be held or sold by such portions of the Fund’s assets, and what portion of such assets shall be held uninvested, subject always to the supervision provisions of the Declaration of Trust and oversight the By-Laws, and to the investment objectives, policies and restrictions of the Fund, as each of the same shall be from time to time in effect as set forth in the Fund’s Prospectus and Statement of Additional Information, or any investment guidelines or other instructions received by you in writing from the Adviser, and subject, further, to such policies and instructions as the Board of Trustees may from time to time establish and deliver to you in writing. In accordance with paragraph 5, you shall arrange for the placing of all orders for the purchase and sale of portfolio securities with brokers, dealers or counterparties selected by you for that portion of the Fund’s assets for which you serve as investment subadviser. The Adviser shall provide you with written statements of the Declaration of Trust; the By-Laws; the Fund’s written investment objectives and policies; the Prospectus and Statement of Additional Information and instructions, as in effect from time to time; and you shall have no responsibility for actions taken in reliance on any such documents. In addition, the Adviser shall provide you with reasonable advance notice, to the extent practicable under the circumstances, of any changes to any of the foregoing or any other documents relevant to the services you are required to provide under this Agreement (“Governing Documents”). Whenever practicable, the Adviser shall provide copies of such Governing Documents marked to show any changes from a previous version. Notwithstanding any other provision of this Agreement, you shall not be required to comply with any Governing Documents before you have had a reasonable period of time to review and establish appropriate policies and procedures to address compliance with any such Governing Documents, nor shall you be required to comply with any such Governing Documents that you reasonably believe to be inconsistent with applicable law or your fiduciary duty to the Fund; provided, however, that you promptly provide the Adviser with written notice of your disagreement with such Governing Documents. You will conform your conduct to, and will ensure that your investment management of the portion of the Fund’s assets allocated to you complies with, the applicable provisions of the Investment Company Act and Investment Advisers Act and the rules and regulations thereunder, the requirements for qualification of the Fund as a regulated investment company under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”), applicable federal and state laws and regulations, and with the provisions of the Fund’s Registration Statement as amended or supplemented under the Securities Act of 1933, as amended, and the Investment Company Act. SANDS CAPITAL MANAGEMENT, LLC HARBOR GLOBAL LEADERS FUND OCTOBER 1, 2019 You shall maintain written compliance policies and procedures that you reasonably believe are reasonably designed to prevent the services you provide hereunder from causing yourself and the Fund to violate applicable federal securities laws. You agree to provide the Trust and the Adviser with such reports and certifications and with such access to your officers and employees that the Trust or Adviser may reasonably request for the purpose of assessing the adequacy of your compliance policies and procedures. You agree to notify the Adviser promptly upon your detection of any breach by you of any of the Fund’s policies, guidelines or procedures and of any violation by you of any applicable law or regulation, including the Investment Company Act and Subchapter M of the Code, relating to that portion of the Fund’s assets allocated to you. You also agree to notify us promptly upon detection of any material violations by you of your compliance policies and procedures that relate to the Fund or your activities as a investment subadviser to the Fund generally. You shall keep the Fund’s books and records maintained by you that relate to transactions in the name of the Fund hereunder and shall timely furnish to the Adviser upon request all such records relating to your services hereunder needed by the Adviser to keep the other books and records of the Fund required by Rule 31a-1 under the Investment Company Act. You agree that all records which you maintain for the Fund are the property of the Fund and you shall surrender promptly and without any charge to the Fund any of such records required to be maintained by you, provided that you may maintain copies of any books and records you maintain on behalf of the Fund. The Trust and the Adviser acknowledge and agree that you are not responsible for maintaining the official books and records of the Fund. In the performance of your duties hereunder, you are and shall be an independent contractor and unless otherwise expressly provided herein or otherwise authorized in writing, shall have no authority to act for or represent the Trust or the Fund in any way or otherwise be deemed to be an agent of the Trust or the Fund or of the Adviser. You will make your officers and employees available to meet with the Trustees and the Trust’s or Adviser’s officers at least quarterly or as otherwise agreed on due notice to review the investments and investment program of the portion of the Fund’s assets allocated to you in light of current and prospective economic and market conditions. Your authority hereunder shall include the (i) power to purchase, manage sell, generally deal in or exchange assets for the investment Fund; (ii) authority to exercise whatever powers the Fund may possess with respect to any Fund assets, including the power to vote (or refrain from voting), exercise rights, options, warrants, conversion privileges and reinvestment redemption privileges, and to tender securities pursuant to a tender offer; (iii) authority to enter into, and bind the Fund in respect of, foreign exchange transactions that settle by an actual delivery of such the relevant currencies within a settlement period that is the customary timeline in the relevant market for spot foreign exchange transactions (or that is otherwise a bona fide spot foreign exchange transaction for purposes of applicable foreign exchange regulatory requirements) (each, a “Spot FX Transaction”); (iv) authority on behalf of the Fund, as agent and attorney-in-fact, to (A) open account(s) with and to issue to brokers, dealers, introducing brokers and banks, or any affiliate of any of the foregoing, instructions to purchase, sell or otherwise trade in or deal with, any security or other asset of the Fund and at risk of, and in the name of, the Fund; and (B) negotiate and execute agreements, indemnities and representations letters for all purposes you determine are necessary or desirable in connection with the performance of your obligations hereunder; and (v) authority generally to perform any other act deemed necessary or desirable by you to assist you in carrying out your obligations hereunder, including in connection with effecting Spot FX Transactions for the Fund. Notwithstanding SANDS CAPITAL MANAGEMENT, LLC HARBOR GLOBAL LEADERS FUND OCTOBER 1, 2019 the foregoing, the Fund or the Fund custodian, and not you, shall be responsible for assessing and managing any disputes involving the Fund, including making any and all filings in connection with any securities litigation or class action lawsuits involving securities held or that were held in by the Fund. The Board has delegated to you discretionary authority to exercise voting rights with respect to all proxies solicited by or with respect to the issuers of securities and other investments in the portion of the assets of the FundFund managed by you. You shall be responsible for the administration of the proxy voting process and exercise these voting rights or refrain from voting in accordance with your then-current proxy voting policy, procedures and/or guidelines, as the Adviser may provided to us from time to time allocate to and based on the Sub-Adviser for management (the “Sub-Advised Assets”). The Sub-Adviser shall manage the Sub-Advised Assets in conformity with (i) the investment objective, policies and restrictions best interests of the Fund set forth in the TrustFund’s prospectus and statement of additional information relating to the Fund, as they may be amended from time to time, any additional policies or guidelines, including without limitation compliance policies and procedures, established by the Adviser, the Trust’s Chief Compliance Officer, or by the Trust’s Board of Trustees (“Board”) that have been furnished in writing to the Sub-Adviser, (ii) the written instructions and directions received from the Adviser and the Trust as deliveredshareholders; and (iii) the requirements of the Investment Company Act of 1940 (the “1940 Act”), the Investment Advisers Act of 1940 (“Advisers Act”), and all other federal and state laws applicable to registered investment companies and the Sub-Adviser’s duties under this Agreement, all as may be in effect from time to time. The foregoing are referred to below together as the “Policies.” For purposes of compliance with the Policies, the Sub-Adviser shall be entitled to treat the Sub-Advised Assets as though the Sub-Advised Assets constituted the entire Fund, and the Sub-Adviser you shall not be responsible responsible, however, for any missed or erroneous vote that results from any act or omission of a third party (including the Fund or the Fund’s custodian). You are authorized to instruct the Fund’s custodian as necessary in any way order for you to receive proxies and shareholder communications relating to securities held in the compliance of any assets portion of the Fund, other than the Sub-Advised Assets, with the Policies’s assets managed by you. Subject to the foregoing, the Sub-Adviser is authorized, in its discretion and without prior consultation with the Adviser, to buy, sell, lend and otherwise trade in any stocks, bonds and other securities and investment instruments You will maintain appropriate records detailing your voting of proxies on behalf of the Fund and, upon the Adviser’s reasonable request, will provide a report setting forth the names of the issuers, proposals voted on, how the Fund’s shares were voted and your resolution of any conflicts of interest. Nothing in this Agreement shall limit or restrict the right of any of your directors, without regard officers and employees to engage in any other business or to devote his or her time and attention in part to the length management or other aspects of time any business, whether of a similar or a dissimilar nature, nor limit or restrict your right to engage in any other business or to render service of any kind to any other corporation, firm, individual or association. For the securities have been held and the resulting rate avoidance of portfolio turnover or any tax considerations; and the majority or the whole of the Sub-Advised Assets may be invested in such proportions of stocksdoubt, bonds, other securities or investment instruments, or cash, as the Sub-Adviser your obligations under this Agreement shall determine. Notwithstanding the foregoing provisions of this Section 2(a), however, (i) the Sub-Adviser shall, upon and in accordance with written instructions from the Adviser, effect such portfolio transactions for the Sub-Advised Assets as the Adviser shall determine are necessary in order for the Fund to comply with the Policies, and (ii) upon notice only apply to the Sub-Adviser, the Adviser may effect in-kind redemptions with shareholders assets allocated to you as subadviser; you shall have no responsibility for any compliance obligations that require monitoring or attention to any other assets of the Fund with securities included within or all of the Sub-Advised Assetsassets of the Fund in the event less than all of the assets of the Fund are allocated to you as subadviser.

Sub-Advisory Services. (a) The Sub-Adviser shall, subject to the supervision and oversight of the Adviser,be responsible for implementing the Fund’s investment program by, manage among other things, trading portfolio securities and performing related services, rebalancing the Fund’s portfolio, and providing cash management services in accordance with the investment advice formulated by, and reinvestment of such portion of model portfolios delivered by, the assets of the FundAdviser, as well as such other investment services that the Adviser may request from time to time allocate to the Sub-Adviser for management (the “Sub-Advised Assets”). The Sub-Adviser shall manage the Sub-Advised Assets in conformity with (i) the investment objective, policies and restrictions of the Fund set forth in the Trust’s prospectus and statement of additional information relating to the Fund, as they may be amended from time to time, any additional policies or guidelines, including without limitation compliance policies and procedures, established by the Adviser, the Trust’s Chief Compliance Officer, or by the Trust’s Board of Trustees (“Board”) that have been furnished in writing to the Sub-Adviser, (ii) the written instructions and directions received from the Adviser and the Trust as delivered; and (iii) the requirements of the Investment Company Act of 1940 (the “1940 Act”), the Investment Advisers Act of 1940 (“Advisers Act”), and all other federal and state laws applicable to registered investment companies and the Sub-Adviser’s duties under this Agreement, all as may be in effect from time to time. The foregoing are referred to below together as the “Policies.” For purposes of compliance with the Policies, the Sub-Adviser shall be entitled to treat the Sub-Advised Assets as though the Sub-Advised Assets constituted the entire Fund, and the Sub-Adviser shall not be responsible in any way for the compliance of any assets of the Fund, other than the Sub-Advised Assets, with the Policies. Subject to the foregoing, the Sub-Adviser is authorized, in its discretion and without prior consultation with the Adviser, to buy, sell, lend and otherwise trade in any stocks, bonds and other securities and investment instruments on behalf of the Fund, without regard to the length of time the securities have been held and the resulting rate of portfolio turnover or any tax considerations; and the majority or the whole of the Sub-Advised Assets may be invested in such proportions of stocks, bonds, other securities or investment instruments, or cash, as the Sub-Adviser shall determine. Notwithstanding the foregoing provisions of this Section 2(a), however, (i) the Sub-Adviser shall, upon and in accordance with written instructions from the Adviser, effect such portfolio transactions for the Sub-Advised Assets as the Adviser shall determine are necessary in order for the Fund to comply with the Policies, and (ii) upon notice to the Sub-Adviser, the Adviser may effect in-kind redemptions with shareholders of the Fund with securities included within the Sub-Advised Assets.

Sub-Advisory Services. (a) The Sub-Adviser shall, subject Subject to the supervision of the Board and oversight of the Adviser, manage the investment and reinvestment of such portion of the assets of the Fund, as the Adviser may from time to time allocate to the Sub-Adviser for shall assist the Adviser in providing a continuous investment program with respect to the Fund's portfolio, including investment research and management (with respect to all securities and investments and cash equivalents in the “Sub-Advised Assets”)Fund. The Sub-Adviser shall manage determine the Sub-Advised Assets in conformity with (i) the investment objectivesecurities and investments to be purchased, policies and restrictions of the Fund set forth in the Trust’s prospectus and statement of additional information relating to the Fund, as they may be amended from time to time, any additional policies sold or guidelines, including without limitation compliance policies and procedures, established retained by the Adviser, the Trust’s Chief Compliance Officer, or by the Trust’s Board of Trustees (“Board”) that have been furnished in writing to the Sub-Adviser, (ii) the written instructions and directions received from the Adviser and the Trust as delivered; and (iii) the requirements of the Investment Company Act of 1940 (the “1940 Act”), the Investment Advisers Act of 1940 (“Advisers Act”), and all other federal and state laws applicable to registered investment companies and the Sub-Adviser’s duties under this Agreement, all as may be in effect from time to time. The foregoing are referred to below together as the “Policies.” For purposes of compliance with the Policies, the Sub-Adviser shall be entitled to treat the Sub-Advised Assets as though the Sub-Advised Assets constituted the entire Fund, and the Sub-Adviser shall not place orders directly with the issuer or any broker or dealer for such securities and investments. The Sub-Adviser will provide services under this Agreement in accordance with the Fund's investment objective, policies and restrictions as stated in the Fund's currently effective prospectus and statement of additional information, the Trust's Declaration of Trust and By-laws, each as amended from time to time, and resolutions of the Board applicable to the Fund, each as provided to the Sub-Adviser by the Adviser. The Sub-Adviser shall have authority to enter into and execute agreements on behalf of the Fund relating to the acquisition or disposition of investment assets and the execution of portfolio transactions pursuant to the Sub-Adviser's management of the Fund under this Agreement. Such agreements may include foreign exchange contracts and other transactional agreements. Nothing contained herein, however, shall be responsible deemed to authorize the Sub-Adviser to take or receive physical possession of any cash or securities held in any way the Fund, it being intended that sole responsibility for safekeeping thereof (in such investments as the Sub-Adviser shall direct) and the consummation of all such purchases, sales, deliveries, and investments made pursuant to the Sub-Adviser's direction shall rest upon the custodian for the compliance Fund. The parties hereto also agree that the Sub-Adviser shall not receive or vote proxies or other similar solicitations on behalf of any assets the Fund and that such proxies and other similar solicitations shall be voted by the Adviser in accordance with its procedures. The Sub-Adviser warrants that all actions taken in the exercise of the power herein granted to the Sub-Adviser will be taken solely and exclusively for the benefit of the Fund, other than . Without limiting the Sub-Advised Assets, with the Policies. Subject to generality of the foregoing, the Sub-Adviser is authorized, in its discretion and without prior consultation with the Adviser, to buy, sell, lend and otherwise trade in any stocks, bonds and other securities and investment instruments on behalf of the Fund, without regard to the length of time the securities have been held and the resulting rate of portfolio turnover or any tax considerations; and the majority or the whole of the Sub-Advised Assets may be invested in such proportions of stocks, bonds, other securities or investment instruments, or cash, as the Sub-Adviser shall determine. Notwithstanding the foregoing provisions of this Section 2(a), however, (i) the Sub-Adviser shall, upon and in accordance with written instructions from the Adviser, effect such portfolio transactions for the Sub-Advised Assets as the Adviser shall determine are necessary in order for the Fund to comply with the Policies, and (ii) upon notice to the Sub-Adviser, the Adviser may effect in-kind redemptions with shareholders of the Fund with securities included within the Sub-Advised Assets.further agrees that it:

Sub-Advisory Services. (a) The Sub-Adviser shall, subject to the supervision and oversight of the Adviser, manage the shall have full discretionary authority for portfolio investment and reinvestment of such decisions for a Fund (or each portion of the a Fund’s assets of the Fund, as the Adviser may from time to time allocate allocated to the Sub-Adviser by the Adviser), including determining, from time to time, what securities (and other financial instruments) shall be purchased for management the Fund, what securities (and other financial instruments) shall be held or sold by the “Sub-Advised Assets”). The Sub-Adviser shall manage the Sub-Advised Assets in conformity with (i) the investment objectiveFund, policies and restrictions what portion of the Fund set forth Fund’s assets shall be held uninvested in cash, subject always to the provisions of the Trust’s Agreement and Declaration of Trust, By-Laws and each Fund’s prospectus and statement of additional information relating as set forth in the Trust’s registration statement on Form N-1A (the “Registration Statement”) under the 1940 Act, and under the Securities Act of 1933, as amended (the “1933 Act”), covering Fund shares, as filed with the U.S. Securities and Exchange Commission (the “SEC”), and to the investment objectives, policies and restrictions of each Fund, as they may shall be amended from time to timetime in effect, any additional policies or guidelinesand such other limitations, including without limitation compliance policies and procedures, established by procedures as the Adviser, Board or the Trust’s Chief Compliance Officer, or by the Trust’s Board of Trustees (“Board”) that have been furnished Adviser may reasonably impose from time to time and provide in writing to the Sub-Adviser (the “Investment Policies”). No reference in this Agreement to the Sub-Adviser having full discretionary authority over each Fund’s portfolio investment decisions shall in any way limit the right of the Board or the Adviser to establish or revise policies in connection with the management of a Fund’s assets or to otherwise exercise its right to control the overall management of the Trust and each Fund. Notwithstanding the foregoing, the Sub-Adviser shall also implement portfolio investment and trading decisions, including the selection of broker-dealers to effect trade execution, for the Fund that are made by the Adviser or another investment sub-advisory firm designated by the Adviser (herein, a “Portfolio Management Adviser”) in writing pursuant to mutually agreed upon notification protocols. In the event the Sub-Adviser requires clarification on a particular Adviser or Portfolio Management Adviser instruction (e.g., (ii) due to a potential regulatory or compliance issue), the written instructions and directions received Sub-Adviser will seek guidance from the Adviser and or the Trust Portfolio Management Adviser, as delivered; and (iii) the requirements case may be, prior to executing any transaction in question. The scope of the Investment Company Act of 1940 (the “1940 Act”), the Investment Advisers Act of 1940 (“Advisers Act”), and all other federal and state laws applicable to registered investment companies and the Sub-Adviser’s duties under this Agreementauthority for trading portfolio securities (and other financial instruments) for a Fund, all including selecting broker-dealers to execute purchase and sale transactions (“trading authority”), shall initially be as set forth on Schedule A hereto (which may be in effect from time to timediffer by Fund). The foregoing are referred Adviser may revise the scope of the Sub-Adviser’s trading authority upon the provision of at least 30 days’ written notice to below together the Sub-Adviser. Absent the Sub-Adviser’s provision of written notice declining such change, such a change shall be effective as of the later of the end of such 30-day period or the date set forth in such notice. If Schedule A indicates “partially discretionary” trading authority, initially, the Adviser shall retain discretionary trading authority for a mutually agreed subset of the Fund’s portfolio investments (the “Policies.” For purposes of compliance Subset”), and the Sub-Adviser shall be responsible for providing non-discretionary trading recommendations to the Adviser with respect to the Subset (in accordance with the Policiesapplicable terms of the “non-discretionary” trading authority paragraph below). In addition, the Sub-Adviser shall have full discretionary trading authority for the remaining portion of the Fund’s portfolio (in accordance with the applicable terms of the “discretionary” trading authority paragraph below). If Schedule A indicates “fully discretionary” trading authority, initially, the Sub-Adviser shall exercise full trading authority for a Fund with respect to purchases, sales or other transactions, as well as with respect to all other such things necessary or incidental to the furtherance or conduct of such purchases, sales or other transactions. If Schedule A indicates “non-discretionary” trading authority, initially, the Sub-Adviser shall be entitled responsible for promptly informing the Adviser (or another investment sub-advisory firm designated by the Adviser (herein, a “Trading Adviser”)) of portfolio investment decisions for a Fund in writing pursuant to treat mutually agreed notification protocols. In turn, the parties understand and acknowledge that the Adviser or the Trading Adviser, as the case may be, will fully rely on such notifications to effect the security (and other financial instrument) trading execution for each Fund’s portfolio investments. Additionally, the Adviser and the Trading Adviser, as the case may be, has full discretionary authority to select broker-dealers to effect the trading execution for a Fund’s portfolio investments. In the event the Adviser or the Trading Adviser desire clarification on a particular Sub-Advised Assets Adviser notification, the Adviser or the Trading Adviser, as though the Sub-Advised Assets constituted the entire Fundcase may be, and will seek guidance from the Sub-Adviser shall not be responsible prior to executing any transaction in question. In any way case (e.g., non-discretionary, partial discretion, or full discretion), the Adviser may retain such discretionary authority as it deems appropriate for the compliance effecting in-kind and other transactions of any assets Fund portfolio investments vis-à-vis “creation units.” Regardless of the Fund, other than scope of the Sub-Advised Assets, with the Policies. Subject to the foregoingAdviser’s trading authority, the Sub-Adviser is authorized, in its discretion acknowledges that the Board retains ultimate authority over each Fund and without prior consultation with may take any and all actions necessary and reasonable to protect the Adviser, to buy, sell, lend and otherwise trade in any stocks, bonds and other securities and investment instruments on behalf interests of the Fund, without regard to the length of time the securities have been held and the resulting rate of portfolio turnover or any tax considerations; and the majority or the whole of the Sub-Advised Assets may be invested in such proportions of stocks, bonds, other securities or investment instruments, or cash, as the Sub-Adviser shall determine. Notwithstanding the foregoing provisions of this Section 2(a), however, (i) the Sub-Adviser shall, upon and in accordance with written instructions from the Adviser, effect such portfolio transactions for the Sub-Advised Assets as the Adviser shall determine are necessary in order for the Fund to comply with the Policies, and (ii) upon notice to the Sub-Adviser, the Adviser may effect in-kind redemptions with shareholders of the Fund with securities included within the Sub-Advised Assetsshareholders.

Sub-Advisory Services. (a) The Sub-Adviser shall, subject to the supervision and oversight of the Adviser, manage the investment and reinvestment of such portion of the assets of the Fund, as the Adviser may from time to time allocate to the Sub-Adviser for management (the “Sub-Advised Assets”). The services provided by the Sub-Adviser are outlined in Schedule B hereto. The Sub-Adviser shall manage the Sub-Advised Assets in conformity with (i) the investment objective, policies and restrictions of the Fund set forth in the Trust’s prospectus and statement of additional information relating to the Fund, as they may be amended from time to time, any additional policies or guidelines, including without limitation compliance policies and procedures, established by the Adviser, the Trust’s Chief Compliance Officer, or by the Trust’s Board of Trustees (“Board”) that have been furnished in writing to the Sub-Adviser, (ii) the written instructions and directions received from the Adviser and the Trust as delivered; and (iii) the requirements of the Investment Company Act of 1940 (the “1940 Act”), the Investment Advisers Act of 1940 (“Advisers Act”), and all other federal and state laws applicable to registered investment companies and the Sub-Adviser’s duties under this Agreement, all as may be in effect from time to time. The foregoing are referred to below together as the “Policies.” For purposes of compliance with the Policies, the Sub-Adviser shall be entitled to treat the Sub-Advised Assets as though the Sub-Advised Assets constituted the entire Fund, and the Sub-Adviser shall not be responsible in any way for the compliance of any assets of the Fund, other than the Sub-Advised Assets, with the Policies. Subject to the foregoing, the Sub-Adviser is authorized, in its discretion and without prior consultation with the Adviser, to buy, sell, lend and otherwise trade in any stocks, bonds and other securities and investment instruments on behalf of the Fund, without regard to the length 49204007.5 of time the securities have been held and the resulting rate of portfolio turnover or any tax considerations; and the majority or the whole of the Sub-Advised Assets may be invested in such proportions of stocks, bonds, other securities or investment instruments, or cash, as the Sub-Adviser shall determine. Notwithstanding the foregoing provisions of this Section 2(a), however, (i) the Sub-Adviser shall, upon and in accordance with written instructions from the Adviser, effect such portfolio transactions for the Sub-Advised Assets as the Adviser shall determine are necessary in order for the Fund to comply with the Policies, and (ii) upon notice to the Sub-Adviser, the Adviser may effect in-kind redemptions with shareholders of the Fund with securities included within the Sub-Advised Assets.

Sub-Advisory Services. (a) a. The Sub-Adviser shall, subject to the supervision and oversight of the AdviserManager and of any administrator appointed by the Manager (the “Administrator”), manage the investment and reinvestment of such portion of the assets of the Fund, each Fund as the Adviser Manager or its designee may from time to time allocate to the Sub-Adviser for management (each a “Segment” and, collectively, the “Sub-Advised AssetsSegments”). The Sub-Adviser shall manage have the authority on behalf of each Fund to vote and shall vote all proxies and exercise all other rights of the Funds as a security holder of companies in which the Segments from time to time invest. The Sub-Advised Assets Adviser shall manage each Segment in conformity with (i1) the investment objective, policies and restrictions of the applicable Segment of the applicable Fund set forth in the Trust’s prospectus and statement of additional information relating to the Fund, as they may be amended from time to time, (2) any additional policies or guidelines, including without limitation compliance policies and procedures, guidelines established by the Adviser, the Trust’s Chief Compliance Officer, Manager or by the Trust’s Board of Trustees (“Board”) trustees that have been furnished in writing to the Sub-Adviser, Adviser and (ii3) the written instructions provisions of the Internal Revenue Code as amended (the “Code”) applicable to “regulated investment companies” (as defined in Section 851 of the Code), all as from time to time in effect (collectively, the “Policies”), and directions received from the Adviser and the Trust as delivered; and (iii) the requirements with all applicable provisions of law, including without limitation all applicable provisions of the Investment Company Act of 1940 1940, as amended (the “1940 Act”), the Investment Advisers Act of 1940 (“Advisers Act”), and all other federal and state laws applicable to registered investment companies ) and the Sub-Adviser’s duties under this Agreement, all as may be in effect from time to timerules and regulations thereunder. The foregoing are referred to below together as the “Policies.” For purposes of compliance with the Policies, the Sub-Adviser shall be entitled to treat the Sub-Advised Assets each Segment as though the Sub-Advised Assets Segment constituted the entire Fund, and the Sub-Adviser shall not be responsible in any way for the compliance of any assets of the FundFunds, other than the Sub-Advised AssetsSegments, with the Policies, or for the compliance of the Funds, taken as a whole, with the Policies. For clarification, the Sub-Adviser is not responsible for the requirements of the Code or the 1940 Act that NGAM Advisors believes should be monitored for at the Fund level (for example, concentration, diversification and liquidity limits). Subject to the foregoing, the Sub-Adviser is authorized, in its discretion and without prior consultation with the AdviserManager, to buy, sell, lend and otherwise trade in any stocks, bonds and other securities and investment instruments on behalf of the FundFunds, without regard to the length of time the securities have been held and the resulting rate of portfolio turnover or any tax considerations; and the majority or the whole of the Sub-Advised Assets each Fund may be invested in such proportions of stocks, bonds, other securities or investment instruments, or cash, as the Sub-Adviser shall determine. Notwithstanding the foregoing provisions of this Section 2(a)1.a, however, (i) the Sub-Adviser shall, upon and in accordance with written instructions from the AdviserManager, effect such portfolio transactions for the Sub-Advised Assets a Segment as the Adviser Manager shall determine are necessary in order for the applicable Fund to comply with the Policies, and (ii) upon notice to the Sub-Adviser, the Adviser may effect in-kind redemptions with shareholders of the Fund with securities included within the Sub-Advised Assets.

Sub-Advisory Services. (a) The Sub-Adviser shall, subject to the supervision and oversight of the Adviser, manage the shall have full discretionary authority for portfolio investment and reinvestment of such decisions for a Fund (or each portion of the a Fund’s assets of the Fund, as the Adviser may from time to time allocate allocated to the Sub-Adviser by the Adviser), including determining, from time to time, what securities (and other financial instruments) shall be purchased for management the Fund, what securities (and other financial instruments) shall be held or sold by the “Sub-Advised Assets”). The Sub-Adviser shall manage the Sub-Advised Assets in conformity with (i) the investment objectiveFund, policies and restrictions what portion of the Fund set forth Fund’s assets shall be held uninvested in cash, subject always to the provisions of the Trust’s Agreement and Declaration of Trust, By-Laws and each Fund’s prospectus and statement of additional information relating as set forth in the Trust’s registration statement on Form N-1A (the “Registration Statement”) under the 1940 Act, and under the Securities Act of 1933, as amended (the “1933 Act”), covering Fund shares, as filed with the U.S. Securities and Exchange Commission (the “SEC”), and to the investment objectives, policies and restrictions of each Fund, as they may shall be amended from time to timetime in effect, any additional policies or guidelinesand such other limitations, including without limitation compliance policies and procedures, established by procedures as the Adviser, Board or the Trust’s Chief Compliance Officer, or by the Trust’s Board of Trustees (“Board”) that have been furnished Adviser may reasonably impose from time to time and provide in writing to the Sub-Adviser, (ii) the written instructions and directions received from the Adviser and the Trust as delivered; and (iii) the requirements of the Investment Company Act of 1940 (the “1940 ActInvestment Policies”), . No reference in this Agreement to the Investment Advisers Act Sub-Adviser having full discretionary authority over each Fund’s portfolio investment decisions shall in any way limit the right of 1940 (“Advisers Act”), the Board or the Adviser to establish or revise policies in connection with the management of a Fund’s assets or to otherwise exercise its right to control the overall management of the Trust and all other federal and state laws applicable to registered investment companies and each Fund. The scope of the Sub-Adviser’s duties under this Agreementauthority for trading portfolio securities (and other financial instruments) for a Fund, all including selecting broker-dealers to execute purchase and sale transactions (“trading authority”), shall initially be as set forth on Schedule A hereto (which may be in effect from time to timediffer by Fund). The foregoing are referred Adviser may revise the scope of the Sub-Adviser’s trading authority upon the provision of at least 30 days’ written notice to below together the Sub-Adviser. Absent the Sub-Adviser’s provision of written notice declining such change, such a change shall be effective as of the later of the end of such 30-day period or the date set forth in such notice. If Schedule A indicates “partially discretionary” trading authority, initially, the Adviser shall retain discretionary trading authority for a mutually agreed subset of the Fund’s portfolio investments (the “Policies.” For purposes of compliance Subset”), and the Sub-Adviser shall be responsible for providing non-discretionary trading recommendations to the Adviser with respect to the Subset (in accordance with the Policiesapplicable terms of the “non-discretionary” trading authority paragraph below). In addition, the Sub-Adviser shall have full discretionary trading authority for the remaining portion of the Fund’s portfolio (in accordance with the applicable terms of the “discretionary” trading authority paragraph below). If Schedule A indicates “fully discretionary” trading authority, initially, the Sub-Adviser shall exercise full trading authority for a Fund with respect to purchases, sales or other transactions, as well as with respect to all other such things necessary or incidental to the furtherance or conduct of such purchases, sales or other transactions. If Schedule A indicates “non-discretionary” trading authority, initially, the Sub-Adviser shall be entitled responsible for promptly informing the Adviser (or another investment sub-advisory firm designated by the Adviser (herein, a “Trading Adviser”)) of portfolio investment decisions for a Fund in writing pursuant to treat mutually agreed notification protocols. In turn, the parties understand and acknowledge that the Adviser or the Trading Adviser, as the case may be, will fully rely on such notifications to effect the security (and other financial instrument) trading execution for each Fund’s portfolio investments. The Adviser generally does not expect to exercise, and the Trading Adviser shall have no, discretionary authority for portfolio investment decisions for a Fund; however, each of the Adviser and the Trading Adviser, as the case may be, has full discretionary authority to select broker-dealers to effect the trading execution for a Fund’s portfolio investments. The Sub-Advised Assets as though Adviser shall have no discretionary authority to execute trades for the Fund or to select broker-dealers to effect such trades. In the event the Adviser or the Trading Adviser desire clarification on a particular Sub-Advised Assets constituted Adviser notification, the entire FundAdviser or the Trading Adviser, and as the case may be, will seek guidance from the Sub-Adviser shall not be responsible prior to executing any transaction in any way for the compliance of any assets question. Regardless of the Fund, other than scope of the Sub-Advised Assets, with the Policies. Subject to the foregoingAdviser’s trading authority, the Sub-Adviser is authorized, in its discretion acknowledges that the Board retains ultimate authority over each Fund and without prior consultation with may take any and all actions necessary and reasonable to protect the Adviser, to buy, sell, lend and otherwise trade in any stocks, bonds and other securities and investment instruments on behalf interests of the Fund, without regard to the length of time the securities have been held and the resulting rate of portfolio turnover or any tax considerations; and the majority or the whole of the Sub-Advised Assets may be invested in such proportions of stocks, bonds, other securities or investment instruments, or cash, as the Sub-Adviser shall determine. Notwithstanding the foregoing provisions of this Section 2(a), however, (i) the Sub-Adviser shall, upon and in accordance with written instructions from the Adviser, effect such portfolio transactions for the Sub-Advised Assets as the Adviser shall determine are necessary in order for the Fund to comply with the Policies, and (ii) upon notice to the Sub-Adviser, the Adviser may effect in-kind redemptions with shareholders of the Fund with securities included within the Sub-Advised Assetsshareholders.

Sub-Advisory Services. (a) The Sub-Adviser shall, subject Subject to the Investment Guidelines and such written instructions and supervision and oversight of the Adviser, manage the investment and reinvestment of such portion of the assets of the Fund, as the Adviser may from time to time allocate to furnish, the Sub-Adviser will provide an investment program for the Segment, including investment research and management (with respect to securities and investments, including cash and cash equivalents in the “Segment, and will determine from time to time what securities and other investments will be purchased, retained or sold by and within the Segment. The Sub-Advised Assets”)Adviser will implement such determinations through the placement, on behalf of the Segment, of orders for the execution of portfolio transactions through such brokers or dealers as it may select. It is understood that for these purposes the Sub-Advisor shall not be responsible or liable for the selection of the Investment Guidelines for the Segment, for the management of any assets of the Fund not included in the Segment, or for the operation or administration of the Fund, and that the Sub-Adviser may rely upon the representations and warranties of the Advisor and the Trust set forth herein throughout the duration of this Agreement. In particular, since all assets of the Fund may not be in the Segment, the Sub-Adviser shall not be responsible for the overall diversification of the assets of the Fund and the Sub-Adviser shall have no duty, responsibility or liability to the Advisor or the Trust for assets that are not in the Segment. Notwithstanding the Investment Guidelines and Restrictions as agreed to by the parties, this Agreement shall not be deemed to have been breached as a result of changes in the price or value attributable to any assets of the Segment brought about solely through market movements. No warranty or undertaking is given by the Sub-Adviser as to the performance or profitability of the Segment or that the primary investment objectives shall be successfully achieved. The Adviser will instruct the Trust’s Custodian to forward promptly to the Adviser proxy and other materials relating to the exercise of such shareholder rights and the Adviser will determine from time to time the manner in which voting rights, rights to consent to corporate action and other rights pertaining to the Fund’s investments should be exercised. The Sub-Adviser shall manage assume no responsibility with respect to any class action proceeding or other legal action concerning securities relating to the Segment. This shall be the responsibility of the Adviser and/or the Trust. The Sub-Advised Assets in conformity with (i) the investment objectiveAdviser will, policies however, provide reasonable assistance and restrictions of the Fund set forth in the Trust’s prospectus and statement of additional relevant information relating to the FundSegment as shall be reasonably requested by the Adviser in relation to such class actions. The Sub-Adviser is authorised to rely on, may act on and treat as they may be amended from time to time, any additional policies or guidelines, including without limitation compliance policies and procedures, established fully authorised by the Adviser, the Trust’s Chief Compliance Officer, any instruction or communication which purports to have been given (and which is accepted by the Trust’s Board Adviser in good faith as having been given) by or on behalf of Trustees (“Board”) that have been furnished in writing the persons notified by the Adviser from time to time to the Sub-Adviser as being authorised to instruct it in respect of the Segment by whatever means transmitted and whether or not in writing and, unless the Sub-Adviser shall have received written notice to the contrary, whether or not the authority of such person shall have been terminated. A list of the authorised persons shall be provided by the Adviser, (ii) . Until the written instructions and directions Sub-Adviser has received from the Adviser and an updated list showing any changes to the Trust as delivered; and (iii) the requirements list of the Investment Company Act of 1940 (the “1940 Act”), the Investment Advisers Act of 1940 (“Advisers Act”), and all other federal and state laws applicable to registered investment companies and the Sub-Adviser’s duties under this Agreement, all as may be in effect from time to time. The foregoing are referred to below together as the “Policies.” For purposes of compliance with the Policiesauthorised signatories, the Sub-Adviser shall be entitled to treat rely and act upon written instructions or communications from any authorized persons on the Sub-Advised Assets as though the Sub-Advised Assets constituted the entire Fundmost recent list, and unless the Sub-Adviser shall knows that such orders have not be responsible in any way for appropriately been issued by the compliance of any assets of the Fund, other than the Sub-Advised Assets, with the PoliciesAdviser. Subject to the foregoingIn fulfilling its responsibilities hereunder, the Sub-Adviser is authorized, in its discretion and without prior consultation with the Adviser, to buy, sell, lend and otherwise trade in any stocks, bonds and other securities and investment instruments on behalf of the Fund, without regard to the length of time the securities have been held and the resulting rate of portfolio turnover or any tax considerations; and the majority or the whole of the Sub-Advised Assets may be invested in such proportions of stocks, bonds, other securities or investment instruments, or cash, as the Sub-Adviser shall determine. Notwithstanding the foregoing provisions of this Section 2(a), however, (i) the Sub-Adviser shall, upon and in accordance with written instructions from the Adviser, effect such portfolio transactions for the Sub-Advised Assets as the Adviser shall determine are necessary in order for the Fund to comply with the Policies, and (ii) upon notice to the Sub-Adviser, the Adviser may effect in-kind redemptions with shareholders of the Fund with securities included within the Sub-Advised Assets.agrees that it will:

Sub-Advisory Services. (a) The Subject always to the supervision of the Trust’s Board of Trustees (“Board”) and the Adviser, the Sub-Adviser shall, to the extent applicable and subject to the supervision and oversight of the Adviser, manage the investment and reinvestment of such portion of the assets of the FundFund and perform such other obligations, as the Adviser may from time to time allocate to the Sub-Adviser, and the Sub-Adviser agrees to undertake, the obligations described in Schedule B attached hereto, which is incorporated herein by reference, for management the sub-advised assets (the “Sub-Advised Assets”)) described in Schedule A attached hereto, which is incorporated herein by reference. The Sub-Adviser shall manage the Sub-Advised Assets and perform such other obligations in conformity with (i) the investment objective, policies and restrictions of the Fund Funds set forth in the Trust’s prospectus and statement of additional information relating to the Fund, as they may be amended from time to time, any additional policies or guidelines, including without limitation compliance policies and procedures, established by the Adviser, the Trust’s Chief Compliance Officer, or by the Trust’s Board of Trustees (“Board”) that have been furnished in writing to the Sub-Adviser, (ii) the written instructions and directions received from the Adviser and the Trust as delivered; (iii) any applicable fiduciary duties it may have to each Fund and (iiiiv) the requirements of the Investment Company Act of 1940 (the “1940 Act”), the Investment Advisers Act of 1940 (“Advisers Act”), and all other federal and state laws applicable to registered investment companies and the Sub-Adviser’s duties under this Agreement, all as may be in effect from time to time. The foregoing are is referred to below together as the “Policies.” For purposes of compliance with the Policies, the Sub-Adviser shall be entitled to treat the Sub-Advised Assets as though the Sub-Advised Assets constituted the an entire Fund, and the Sub-Adviser shall not be responsible in any way for the compliance of any assets of the a Fund, other than the Sub-Advised Assets, with the Policies. Subject to the foregoing, the Sub-Adviser is authorized, in its discretion and without prior consultation with the Adviser, to buy, sell, lend and otherwise trade in any stocks, bonds and other securities and investment instruments on behalf of the FundFunds, without regard to the length of time the securities have been held and the resulting rate of portfolio turnover or any tax considerations; and the majority or the whole of the Sub-Advised Assets may be invested in such proportions of stocks, bonds, other securities or investment instruments, or cash, as the Sub-Adviser shall determine. Notwithstanding the foregoing provisions of this Section 2(a), however, (i) the Sub-Adviser shall, upon and in accordance with written instructions from the Adviser, effect such portfolio transactions for the Sub-Advised Assets as the Adviser shall determine are necessary in order for the a Fund to comply with the Policies, and (ii) upon notice to the Sub-Adviser, the Adviser may effect in-kind redemptions with shareholders of the a Fund with securities included within the Sub-Advised Assets.

Sub-Advisory Services. (a) Subject to the supervision of the Board and the Adviser, the Sub-Adviser shall assist the Adviser in providing a continuous investment program with respect to the Fund’s portfolio, including investment research and management with respect to all securities and investments and cash equivalents in the Fund, except as otherwise provided in Section 6 herein. The Sub-Adviser shallmay determine the securities and investments to be purchased, subject sold or retained by the Fund in accordance with the Adviser’s stewardship investing guidelines. In cooperation with the Sub-Adviser, the Adviser will provide guidance regarding individual securities and/or sectors that shall not be purchased for the Fund and reserves the right to remove securities from the supervision Fund that do not meet the Adviser’s social screens. The Sub-Adviser may place orders directly with the issuer or any broker or dealer for such securities and oversight investments. The Sub-Adviser will provide services under this Agreement in accordance with the Fund’s investment objective, policies and restrictions as stated in the Fund’s currently effective prospectus and statement of additional information, the Trust’s Declaration of Trust and By-laws, each as amended from time to time, and resolutions of the Adviser, manage the investment and reinvestment of such portion of the assets of Board applicable to the Fund, each as the Adviser may from time to time allocate provided to the Sub-Sub- Adviser for management (by the “Sub-Advised Assets”)Adviser. The Sub-Adviser shall manage the Sub-Advised Assets in conformity with (i) the investment objective, policies have authority to enter into and restrictions execute agreements on behalf of the Fund set forth in the Trust’s prospectus and statement of additional information relating to the Fund, as they may be amended from time to time, any additional policies acquisition or guidelines, including without limitation compliance policies disposition of investment assets and procedures, established by the Adviser, the Trust’s Chief Compliance Officer, or by the Trust’s Board execution of Trustees (“Board”) that have been furnished in writing portfolio transactions pursuant to the Sub-Adviser’s management of the Fund under this Agreement. Such agreements may include foreign exchange contracts and other transactional agreements. Nothing contained herein, however, shall be deemed to authorize the Sub-Adviser to take or receive physical possession of any cash or securities held in the Fund, it being intended that sole responsibility for safekeeping thereof (iiin such investments as the Sub-Adviser shall direct) the written instructions and directions received from the Adviser and the Trust as delivered; and (iii) the requirements consummation of the Investment Company Act of 1940 (the “1940 Act”)all such purchases, the Investment Advisers Act of 1940 (“Advisers Act”)sales, deliveries, and all other federal and state laws applicable investments made pursuant to registered investment companies and the Sub-Adviser’s duties under this Agreement, all as may be in effect from time to timedirection shall rest upon the custodian for the Fund. The foregoing are referred to below together as the “Policies.” For purposes of compliance with the Policies, the Sub-Adviser shall be entitled to treat the Sub-Advised Assets as though the Sub-Advised Assets constituted the entire Fund, and parties hereto also agree that the Sub-Adviser shall not receive or vote proxies or other similar solicitations on behalf of the Fund and that such proxies and other similar solicitations shall be responsible voted by the Adviser in any way accordance with its procedures. The Sub-Adviser warrants that all actions taken in the exercise of the power herein granted to the Sub-Adviser will be taken solely and exclusively for the compliance of any assets benefit of the Fund, other than . Without limiting the Sub-Advised Assets, with the Policies. Subject to generality of the foregoing, the Sub-Adviser is authorized, in its discretion and without prior consultation with the Adviser, to buy, sell, lend and otherwise trade in any stocks, bonds and other securities and investment instruments on behalf of the Fund, without regard to the length of time the securities have been held and the resulting rate of portfolio turnover or any tax considerations; and the majority or the whole of the Sub-Advised Assets may be invested in such proportions of stocks, bonds, other securities or investment instruments, or cash, as the Sub-Adviser shall determine. Notwithstanding the foregoing provisions of this Section 2(a), however, (i) the Sub-Adviser shall, upon and in accordance with written instructions from the Adviser, effect such portfolio transactions for the Sub-Advised Assets as the Adviser shall determine are necessary in order for the Fund to comply with the Policies, and (ii) upon notice to the Sub-Adviser, the Adviser may effect in-kind redemptions with shareholders of the Fund with securities included within the Sub-Advised Assets.further agrees that it:

Sub-Advisory Services. (a) The Sub-Adviser shall, subject Subject always to the supervision and oversight of the Trust’s Board of Trustees (“Board”) and the Adviser, the Sub-Adviser shall, to the extent applicable, manage the investment and reinvestment of such portion of the assets of the FundFund and perform such other obligations, as the Adviser may from time to time allocate to the Sub-Adviser, and the Sub- Adviser agrees to undertake, the obligations described in Schedule B attached hereto, which is incorporated herein by reference, for management the sub-advised assets described in Schedule A attached hereto (the “Sub-Advised Assets”), which is incorporated herein by reference. The Sub-Adviser Sub•Adviser shall manage the Sub-Advised Assets and perform such other obligations in conformity with (i) the investment objective, policies and restrictions of the respective Fund set forth in the Trust’s prospectus and statement of additional information relating to the Fund, as they may be amended from time to time, any additional policies or guidelines, including without limitation compliance policies and procedures, established by the Adviser, the Trust’s Chief Compliance Officer, or by the Trust’s Board of Trustees (“Board”) that have been furnished in writing to the Sub-Adviser, (ii) the written instructions and directions received from the Adviser and the Trust as delivered; (iii) any applicable fiduciary duties it may have to each Fund and (iiiiv) the requirements of the Investment Company Act of 1940 (the “1940 Act”), the Investment Advisers Act of 1940 (“Advisers Act”), and all other federal and state laws applicable to registered investment companies and the Sub-Adviser’s duties under this Agreement, all as may be in effect from time to time. The foregoing are referred to below together as the “Policies.” For purposes of compliance with the Policies, the Sub-Adviser shall be entitled to treat the Sub-Advised Assets as though the Sub-Advised Assets constituted the an entire Fund, and the Sub-Adviser shall not be responsible in any way for the compliance of any assets of the a Fund, other than the Sub-Advised Assets, with the Policies. Subject to the foregoing, the Sub-Sub- Adviser is authorized, in its discretion and without prior consultation with the Adviser, to buy, sell, lend and otherwise trade in any stocks, bonds and other securities and investment instruments on behalf of the FundFunds, without regard to the length of time the securities have been held and the resulting rate of portfolio turnover or any tax considerations; and the majority or the whole of the Sub-Advised Assets may be invested in such proportions of stocks, bonds, other securities or investment instruments, or cash, as the Sub-Adviser shall determine. Notwithstanding the foregoing provisions of this Section 2(a), however, (i) the Sub-Adviser shall, upon and in accordance with written instructions from the Adviser, effect such portfolio transactions for the Sub-Advised Assets as the Adviser shall determine are necessary in order for the a Fund to comply with the Policies, and (ii) upon notice to the Sub-Adviser, the Adviser may effect in-kind redemptions with shareholders of the a Fund with securities included within the Sub-Advised Assets.

Sub-Advisory Services. (a) The Sub-Adviser shall, subject Subject always to the supervision and oversight of the Trust’s Board of Trustees (“Board”) and the Adviser, the Sub-Adviser shall, to the extent applicable, manage the investment and reinvestment of such portion of the assets of the Fundeach Fund and perform such other obligations, as the Adviser may from time to time allocate to the Sub-Adviser, and the Sub-Adviser agrees to undertake, the obligations described in Schedule B attached hereto, which is incorporated herein by reference, for management the sub-advised assets (the “Sub-Advised Assets”)) described in Schedule A attached hereto, which is incorporated herein by reference. The Sub-Adviser shall manage the Sub-Advised Assets and perform such other obligations in conformity with (i) the investment objective, policies and restrictions of the Fund Funds set forth in the Trust’s prospectus and statement of additional information relating to the Fund, as they may be amended from time to time, any additional policies or guidelines, including without limitation compliance policies and procedures, established by the Adviser, the Trust’s Chief Compliance Officer, or by the Trust’s Board of Trustees (“Board”) that have been furnished in writing to the Sub-Adviser, (ii) the written instructions and directions received from the Adviser and the Trust as delivered; (iii) any applicable fiduciary duties it may have to each Fund and (iiiiv) the requirements of the Investment Company Act of 1940 (the “1940 Act”), the Investment Advisers Act of 1940 (“Advisers Act”), and all other federal and state laws applicable to registered investment companies and the Sub-Adviser’s duties under this Agreement, all as may be in effect from time to time. The foregoing are is referred to below together as the “Policies.” For purposes of compliance with the Policies, the Sub-Adviser shall be entitled to treat the Sub-Advised Assets as though the Sub-Advised Assets constituted the an entire Fund, and the Sub-Adviser shall not be responsible in any way for the compliance of any assets of the a Fund, other than the Sub-Advised Assets, with the Policies. Subject to the foregoing, the Sub-Adviser is authorized, in its discretion and without prior consultation with the Adviser, to buy, sell, lend and otherwise trade in any stocks, bonds and other securities and investment instruments on behalf of the FundFunds, without regard to the length of time the securities have been held and the resulting rate of portfolio turnover or any tax considerations; and the majority or the whole of the Sub-Advised Assets may be invested in such proportions of stocks, bonds, other securities or investment instruments, or cash, as the Sub-Adviser shall determine. Notwithstanding the foregoing provisions of this Section 2(a), however, (i) the Sub-Adviser shall, upon and in accordance with written instructions from the Adviser, effect such portfolio transactions for the Sub-Advised Assets as the Adviser shall determine are necessary in order for the a Fund to comply with the Policies, and (ii) upon notice to the Sub-Adviser, the Adviser may effect in-kind redemptions with shareholders of authorized participants (as that term is described in the Fund applicable Fund’s prospectus) with securities included within the Sub-Advised Assets.

Sub-Advisory Services. (a) The Sub-Adviser shall, subject to the supervision and oversight of the Adviser, manage the investment and reinvestment of such portion of the assets of the Fund, as the Adviser may from time to time allocate to the Sub-Adviser for management (the “Sub-Advised Assets”). The Sub-Adviser shall manage have full discretionary authority for portfolio investment decisions for a Fund (or each portion of a Fund’s assets allocated to the Sub-Advised Assets in conformity with Sub- Adviser by the Adviser), including determining, from time to time, what securities (iand other financial instruments) shall be purchased for the investment objectiveFund, policies what securities (and restrictions other financial instruments) shall be held or sold by the Fund, and what portion of the Fund set forth Fund’s assets shall be held uninvested in cash, subject always to the provisions of the Trust’s Agreement and Declaration of Trust, By-Laws and each Fund’s prospectus and statement of additional information relating as set forth in the Trust’s registration statement on Form N-1A (the “Registration Statement”) under the 1940 Act, and under the Securities Act of 1933, as amended (the “1933 Act”), covering Fund shares, as filed with the U.S. Securities and Exchange Commission (the “SEC”), and to the investment objectives, policies and restrictions of each Fund, as they may shall be amended from time to timetime in effect, any additional policies or guidelinesand such other limitations, including without limitation compliance policies and procedures, established by procedures as the Adviser, Board or the Trust’s Chief Compliance Officer, or by the Trust’s Board of Trustees (“Board”) that have been furnished Adviser may reasonably impose from time to time and provide in writing to the Sub-Adviser, (ii) the written instructions and directions received from the Adviser and the Trust as delivered; and (iii) the requirements of the Investment Company Act of 1940 (the “1940 ActInvestment Policies”), . No reference in this Agreement to the Investment Advisers Act Sub-Adviser having full discretionary authority over each Fund’s portfolio investment decisions shall in any way limit the right of 1940 (“Advisers Act”), the Board or the Adviser to establish or revise policies in connection with the management of a Fund’s assets or to otherwise exercise its right to control the overall management of the Trust and all other federal and state laws applicable to registered investment companies and each Fund. The scope of the Sub-Adviser’s duties under this Agreementauthority for trading portfolio securities (and other financial instruments) for a Fund, all including selecting broker-dealers to execute purchase and sale transactions (“trading authority”), shall initially be as set forth on Schedule A hereto (which may be in effect from time to timediffer by Fund). The foregoing are referred Adviser may revise the scope of the Sub-Adviser’s trading authority upon the provision of at least 30 days’ written notice to below together the Sub-Adviser. Absent the Sub-Adviser’s provision of written notice declining such change, such a change shall be effective as of the later of the end of such 30-day period or the date set forth in such notice. If Schedule A indicates “partially discretionary” trading authority, initially, the Adviser shall retain discretionary trading authority for a mutually agreed subset of the Fund’s portfolio investments (the “Policies.” For purposes of compliance Subset”), and the Sub-Adviser shall be responsible for providing non-discretionary trading recommendations to the Adviser with respect to the Subset (in accordance with the Policiesapplicable terms of the “non-discretionary” trading authority paragraph below). In addition, the Sub-Adviser shall have full discretionary trading authority for the remaining portion of the Fund’s portfolio (in accordance with the applicable terms of the “discretionary” trading authority paragraph below). If Schedule A indicates “fully discretionary” trading authority, initially, the Sub-Adviser shall exercise full trading authority for a Fund with respect to purchases, sales or other transactions, as well as with respect to all other such things necessary or incidental to the furtherance or conduct of such purchases, sales or other transactions. If Schedule A indicates “non-discretionary” trading authority, initially, the Sub-Adviser shall be entitled responsible for promptly informing the Adviser (or another investment sub-advisory firm designated by the Adviser (herein, a “Trading Adviser”)) of portfolio investment decisions for a Fund in writing pursuant to treat mutually agreed notification protocols. In turn, the parties understand and acknowledge that the Adviser or the Trading Adviser, as the case may be, will fully rely on such notifications to effect the security (and other financial instrument) trading execution for each Fund’s portfolio investments. Additionally, the Adviser and the Trading Adviser, as the case may be, has full discretionary authority to select broker-dealers to effect the trading execution for a Fund’s portfolio investments. In the event the Adviser or the Trading Adviser desire clarification on a particular Sub-Advised Assets Adviser notification, the Adviser or the Trading Adviser, as though the Sub-Advised Assets constituted the entire Fundcase may be, and will seek guidance from the Sub-Adviser shall not be responsible prior to executing any transaction in question. In any way case (e.g., non-discretionary, partial discretion, or full discretion), the Adviser may retain such discretionary authority as it deems appropriate for the compliance effecting in-kind and other transactions of any assets Fund portfolio investments vis-à-vis “creation units.” Regardless of the Fund, other than scope of the Sub-Advised Assets, with the Policies. Subject to the foregoingAdviser’s trading authority, the Sub-Adviser is authorized, in its discretion acknowledges that the Board retains ultimate authority over each Fund and without prior consultation with may take any and all actions necessary and reasonable to protect the Adviser, to buy, sell, lend and otherwise trade in any stocks, bonds and other securities and investment instruments on behalf interests of the Fund, without regard to the length of time the securities have been held and the resulting rate of portfolio turnover or any tax considerations; and the majority or the whole of the Sub-Advised Assets may be invested in such proportions of stocks, bonds, other securities or investment instruments, or cash, as the Sub-Adviser shall determine. Notwithstanding the foregoing provisions of this Section 2(a), however, (i) the Sub-Adviser shall, upon and in accordance with written instructions from the Adviser, effect such portfolio transactions for the Sub-Advised Assets as the Adviser shall determine are necessary in order for the Fund to comply with the Policies, and (ii) upon notice to the Sub-Adviser, the Adviser may effect in-kind redemptions with shareholders of the Fund with securities included within the Sub-Advised Assetsshareholders.

Sub-Advisory Services. (a) The Sub-Adviser shall, subject to the supervision and oversight of the Adviser, manage the investment and reinvestment of such portion of the assets of the Fund, as the Adviser may from time to time allocate to the Sub-Adviser for management (the “Sub-Advised Assets”). The Sub-Adviser shall manage the Sub-Advised Assets in conformity with (i) the investment objective, policies and restrictions of the Fund set forth in the Trust’s prospectus and statement of additional information relating to the Fund, as they may be amended from time to time, any additional policies or guidelines, including without limitation compliance policies and procedures, established by the Adviser, the Trust’s Chief Compliance Officer, or by the Trust’s Board of Trustees (“Board”) that have been furnished in writing to the Sub-Adviser, (ii) the written instructions and directions received from the Adviser and the Trust as delivered; and (iii) the requirements of the Investment Company Act of 1940 (the “1940 Act”), the Investment Advisers Act of 1940 (“Advisers Act”), and all other federal and state laws applicable to registered investment companies and the Sub-Adviser’s duties under this Agreement, all as may be in effect from time to time. The foregoing are referred to below together as the “Policies.” For purposes of compliance with the Policies, the Sub-Adviser shall be entitled to treat the Sub-Advised Assets as though the Sub-Advised Assets constituted the entire Fund, and the Sub-Adviser shall not be responsible in any way for the compliance of any assets of the Fund, other than the Sub-Advised Assets, with the Policies. Subject to the foregoing, the Sub-Adviser is authorized, in its discretion and without prior consultation with the Adviser, to buy, sell, lend and otherwise trade in any stocks, bonds and other securities and investment instruments on behalf of the Fund, without regard to the length of time the securities have been held and the resulting rate of portfolio turnover or any tax considerations; and the majority or the whole of the Sub-Advised Assets may be invested in such proportions of stocks, bonds, other securities or investment instruments, or cash, as the Sub-Adviser shall determine. Notwithstanding the foregoing provisions of this Section 2(a), however, (i) the Sub-Adviser shall, upon and in accordance with written instructions from the Adviser, effect such portfolio transactions for the Sub-Advised Assets as the Adviser shall determine are necessary in order for the Fund to comply with the Policies, and (ii) upon notice to the Sub-Adviser, the Adviser may effect in-kind redemptions with shareholders of the Fund with securities included within the Sub-Sub- Advised Assets.

Sub-Advisory Services. (a) The Sub-Adviser Advisor shall, subject to the supervision and oversight of the AdviserAdvisor, manage the investment and reinvestment of such portion all assets of each of the assets of the Fund, as the Adviser may from time to time allocate to the Sub-Adviser for management Funds (the “Sub-Advised Fund Assets”). The Sub-Adviser Advisor shall manage the Sub-Advised Fund Assets in conformity with (i) the investment objective, policies and restrictions of each of the Fund Funds set forth in the Trust’s prospectus and statement Statement of additional information Additional Information (“SAI”) relating to the FundFunds, as they may be amended from time to time, any additional policies or guidelines, including without limitation compliance policies and procedures, established by the AdviserAdvisor, the Trust’s Chief Compliance Officer, or by the Trust’s Board of Trustees (“Board”) that have been furnished in writing to the Sub-Adviser, Advisor; (ii) the written instructions and or directions received from delivered by the Adviser and Advisor or the Trust to the Sub-Advisor, as deliveredprovided more particularly below; and (iii) the requirements of the Investment Company Act of 1940 (the “1940 Act”), the Investment Advisers Act of 1940 (“Advisers Act”), and all other federal and state laws applicable to registered investment companies and the Sub-AdviserAdvisor’s duties under this Agreement, all as may be in effect from time to time; (iv) that certain order of the SEC dated May 29, 2013 (as may be amended from time to time) granting exemptive relief to the Advisor, the Trust and any investment sub-adviser of any of the Funds from certain provisions of the 1940 Act and the rules promulgated thereunder in respect of each Fund’s status as an exchange-traded fund (“Advisor’s Exemptive Relief”); and (v) that certain order of the SEC dated July 8, 2014 (as may be amended from time to time) granting exemptive relief to the Advisor, the Trust and any investment sub-adviser of any of the Funds from certain provisions of the 1940 Act and the rules promulagatedtherunder in respect of permitting (a) each Fund that operate as “funds of funds” to acquire shares of certain registered open-end management investment companies, registered closed-end management investment companies, “business development companies” (as defined by section 2(a)(48) of the 1940 Act), and registered unit investment trusts that are within and outside the same group of investment companies as the acquiring investment companies; and (b) each Fund relying on rule 12d1-2 under the 1940 Act to invest in certain financial instruments that may not be securities within the meaning of section 2(a)(36) of the 1940 Act. The foregoing materials outlined above in sub-clauses (i) through (iv) of this Section 2 are referred to herein below together collectively as the “Policies.” For purposes of compliance with the Policies, the Sub-Adviser shall be entitled to treat the Sub-Advised Assets as though the Sub-Advised Assets constituted the entire Fund, and the Sub-Adviser shall not be responsible in any way for the compliance of any assets of the Fund, other than the Sub-Advised Assets, with the Policies. Subject to the foregoing, the Sub-Adviser Advisor is authorized, in its discretion and without prior consultation with the Adviser, authorized to buy, sell, lend and otherwise trade in any stocks, bonds and other securities and investment instruments and to hold cash on behalf of the Fund, without regard to the length of time the securities have been held and the resulting rate of portfolio turnover or any tax considerations; and the majority or the whole each of the Sub-Advised Assets may be invested in such proportions of stocks, bonds, other securities or investment instruments, or cash, Funds as the Sub-Adviser shall determineAdvisor deems appropriate, in the Sub-Advisor’s sole discretion and without prior consultation with the Advisor, in light of the Policies. Notwithstanding the foregoing provisions of this Section 2(a), however, (i) the Sub-Adviser Advisor shall, upon and in accordance with written instructions from the AdviserAdvisor, effect such portfolio transactions for the Sub-Advised Fund Assets as the Adviser Advisor shall determine are necessary or desirable in order for the a Fund to comply with the Policies, and (ii) upon notice to the Sub-Adviser, the Adviser may effect in-kind redemptions with shareholders of the Fund with securities included within the Sub-Advised Assets.

Sub-Advisory Services. (a) a. The Sub-Adviser Subadviser shall, subject to the supervision and oversight of the AdviserManager and in cooperation with the Manager, as administrator, or with any other administrator appointed by the Manager (the “Administrator”), manage the investment and reinvestment of such portion of the assets of the Fund, as the Adviser may from time to time allocate to the Sub-Adviser for management (the “Sub-Advised Assets”)Portfolio. The Sub-Adviser Subadviser shall manage invest and reinvest the Sub-Advised Assets assets of the Portfolio in conformity with (i1) the investment objective, policies and restrictions of the Fund Portfolio set forth in the Trust’s prospectus and statement of additional information relating to the Fundinformation, as they may be amended revised or supplemented from time to time, relating to the Portfolio (the “Prospectus”), (2) any additional policies or guidelines, including without limitation compliance policies and procedures, guidelines established by the Adviser, the Trust’s Chief Compliance Officer, Manager or by the Trust’s Board of Trustees (“Board”) that have been furnished in writing to the Sub-Adviser, Subadviser and (ii3) the written instructions provisions of the Internal Revenue Code (the “Code”) applicable to “regulated investment companies” (as defined in Section 851 of the Code) and directions received from “segregated asset accounts” (as defined in Section 817 of the Adviser Code) including, but not limited to, the diversification requirements of Section 817(h) of the Code and the Trust regulations thereunder, all as delivered; from time to time in effect (collectively, the “Policies”), and (iii) the requirements with all applicable provisions of law, including without limitation all applicable provisions of the Investment Company Act of 1940 (the “1940 Act”), ) the Investment Advisers Act rules and regulations thereunder and the interpretive opinions thereof of 1940 the staff of the Securities and Exchange Commission (“Advisers ActSEC”) (“SEC Positions”); provided, however, that the Manager agrees to inform the Subadviser of any and all applicable state insurance law restrictions that operate to limit or restrict the investments the Portfolio might otherwise make (“Insurance Restrictions”), and all other federal and state laws applicable to registered investment companies and inform the Sub-Adviser’s duties under this Agreement, all as may be in effect from time to time. The foregoing are referred to below together as the “Policies.” For purposes of compliance with the Policies, the Sub-Adviser shall be entitled to treat the Sub-Advised Assets as though the Sub-Advised Assets constituted the entire Fund, and the Sub-Adviser shall not be responsible in any way for the compliance Subadviser promptly of any assets of the Fund, other than the Sub-Advised Assets, with the Policieschanges in such Insurance Restrictions. Subject to the foregoing, the Sub-Adviser Subadviser is authorized, in its discretion and without prior consultation with the AdviserManager, to buy, sell, lend and otherwise trade in any stocks, bonds and other securities and investment instruments on behalf of the FundPortfolio, without regard to the length of time the securities have been held and the resulting rate of portfolio turnover or any tax considerations; and the majority or the whole of the Sub-Advised Assets Portfolio may be invested in such proportions of stocks, bonds, other securities or investment instruments, or cash, as the Sub-Adviser Subadviser shall determine. Notwithstanding the foregoing provisions of this Section 2(a)1.a, however, (i) the Sub-Adviser Subadviser shall, upon and in accordance with written instructions from the AdviserManager, effect such portfolio transactions for the Sub-Advised Assets Portfolio as the Adviser Manager shall determine are necessary in order for the Fund Portfolio to comply with the Policies, and (ii) upon notice to the Sub-Adviser, the Adviser may effect in-kind redemptions with shareholders of the Fund with securities included within the Sub-Advised Assets.

Sub-Advisory Services. (a) a. The Sub-Adviser shall, subject to the supervision and oversight of the AdviserManager and of any administrator appointed by the Manager (the "Administrator"), manage the investment and reinvestment of such portion of the assets of the Fund, Series as the Adviser Manager may from time to time allocate to the Sub-Adviser for management (such portion, the “"Segment"), and the Sub-Advised Assets”)Adviser shall have the authority on behalf of the Series to vote and shall vote all proxies and exercise all other rights of the Series as a security holder of companies in which the Segment from time to time invests. The Sub-Adviser shall manage the Sub-Advised Assets Segment in conformity with (i1) the investment objective, policies and restrictions of the Fund Series set forth in the Trust’s 's prospectus and statement of additional information relating to the FundSeries, as they may be amended from time to time, (2) any additional policies or guidelines, including without limitation compliance policies and procedures, guidelines established by the Adviser, the Trust’s Chief Compliance Officer, Manager or by the Trust’s Board of Trustees (“Board”) 's trustees that have been furnished in writing to the Sub-AdviserAdviser and (3) the provisions of the Internal Revenue Code of 1986, as amended, (iithe "Code") applicable to "regulated investment companies" (as defined in Section 851 of the written instructions Code), all as from time to time in effect (collectively, the "Policies"), and directions received from the Adviser and the Trust as delivered; and (iii) the requirements with all applicable provisions of law, including without limitation all applicable provisions of the Investment Company Act of 1940 1940, as amended, (the “"1940 Act”), the Investment Advisers Act of 1940 (“Advisers Act”), and all other federal and state laws applicable to registered investment companies ") and the Sub-Adviser’s duties under this Agreement, all as may be in effect from time to timerules and regulations thereunder. The foregoing are referred to below together as the “Policies.” For purposes of compliance with the Policies, the Sub-Adviser shall be entitled to treat the Sub-Advised Assets Segment as though the Sub-Advised Assets Segment constituted the entire FundSeries, and the Sub-Adviser shall not be responsible in any way for the compliance of any assets of the FundSeries, other than the Sub-Advised AssetsSegment, with the Policies, or for the compliance of the Series, taken as a whole, with the Policies. Subject to the foregoing, the Sub-Adviser is authorized, in its discretion and without prior consultation with the AdviserManager, to buy, sell, lend and otherwise trade in any stocks, bonds and other securities and investment instruments on behalf of the FundSeries, without regard to the length of time the securities have been held and the resulting rate of portfolio turnover or any tax considerations; and the majority or the whole of the Sub-Advised Assets Segment may be invested in such proportions of stocks, bonds, other securities or investment instruments, or cash, as the Sub-Adviser shall determine. Notwithstanding the foregoing provisions of this Section 2(a), 1.a; however, (i) the Sub-Adviser shall, upon and in accordance with written instructions from the AdviserManager, effect such portfolio transactions for the Sub-Advised Assets Segment as the Adviser Manager shall determine are necessary in order for the Fund Series to comply with the Policies, and (ii) upon notice to the Sub-Adviser, the Adviser may effect in-kind redemptions with shareholders of the Fund with securities included within the Sub-Advised Assets.

Sub-Advisory Services. (a) The Sub-Adviser shallshall determine, subject from time to time, what securities shall be purchased for the supervision Funds, what securities shall be held or sold by the Funds and oversight of the Adviser, manage the investment and reinvestment of such what portion of the Funds’ assets shall be held uninvested in cash, subject always to the provisions of the Trust’s Agreement and Declaration of Trust, By-Laws and each Fund’s prospectus and statement of additional information as set forth in the Trust’s registration statement on Form N-1A (the “Registration Statement”) under the 1940 Act, and under the Securities Act of 1933, as amended (the “1933 Act”), covering Fund shares, as filed with the U.S. Securities and Exchange Commission (the “SEC”), and to the investment objectives, policies and restrictions of each Fund, as the Adviser may shall be from time to time allocate in effect, and such other limitations, policies and procedures as the Board or the Adviser may reasonably impose from time to time and provide in writing to the Sub-Adviser for management (the “Sub-Advised AssetsInvestment Policies”). The Sub-Adviser shall manage be responsible for promptly informing the SubAdviser (or another investment sub-Advised Assets advisory firm designated by the Adviser (herein, a “Trading Adviser”)) of each such recommendation for each Fund in conformity writing pursuant to mutually agreed notification protocols. In turn, the parties understand and acknowledge that the Adviser or the Trading Adviser, as the case may be, will fully rely on such recommendations for the security (and other financial instrument) purchases, holdings, and sales for each Fund’s investment portfolio; and to that extent, the Trading Adviser’s authority with (i) the investment objective, policies and restrictions of the Fund set forth in the Trust’s prospectus and statement of additional information relating respect to the FundFunds is non-discretionary. However, as they may be amended from time to time, any additional policies or guidelines, including without limitation compliance policies and procedures, established by the Adviser, the Trust’s Chief Compliance Officer, or by the Trust’s Board each of Trustees (“Board”) that have been furnished in writing to the Sub-Adviser, (ii) the written instructions and directions received from the Adviser and the Trust Trading Adviser, as delivered; the case may be, has sole discretion to select brokerage firms to effect the recommended security (and (iiiother financial instrument) purchases and sales. In the requirements of event the Investment Company Act of 1940 (Adviser or the “1940 Act”)Trading Adviser desire clarification on a particular Sub-Adviser recommendation, the Investment Advisers Act of 1940 (“Advisers Act”)Adviser or the Trading Adviser, and all other federal and state laws applicable to registered investment companies and the Sub-Adviser’s duties under this Agreement, all as may be in effect from time to time. The foregoing are referred to below together as the “Policies.” For purposes of compliance with the Policiescase may be, will seek guidance from the Sub-Adviser prior to effecting the transaction in question. Nothing in this Agreement shall be entitled in any way limit the right of the Board or the Adviser to treat establish or revise policies in connection with the Sub-Advised Assets as though management of a Fund’s assets or to otherwise exercise its right to control the Sub-Advised Assets constituted overall management of the entire Trust and each Fund, and the . The Sub-Adviser shall not be responsible in acknowledges that the Board retains ultimate authority over each Fund and may take any way for and all actions necessary and reasonable to protect the compliance interests of any assets of the Fund, other than the Sub-Advised Assets, with the Policies. Subject to the foregoing, the Sub-Adviser is authorized, in its discretion and without prior consultation with the Adviser, to buy, sell, lend and otherwise trade in any stocks, bonds and other securities and investment instruments on behalf of the Fund, without regard to the length of time the securities have been held and the resulting rate of portfolio turnover or any tax considerations; and the majority or the whole of the Sub-Advised Assets may be invested in such proportions of stocks, bonds, other securities or investment instruments, or cash, as the Sub-Adviser shall determine. Notwithstanding the foregoing provisions of this Section 2(a), however, (i) the Sub-Adviser shall, upon and in accordance with written instructions from the Adviser, effect such portfolio transactions for the Sub-Advised Assets as the Adviser shall determine are necessary in order for the Fund to comply with the Policies, and (ii) upon notice to the Sub-Adviser, the Adviser may effect in-kind redemptions with shareholders of the Fund with securities included within the Sub-Advised Assetsshareholders.

Sub-Advisory Services. (a) The Sub-Adviser shall, subject to the supervision and oversight of the Adviser, manage the investment and reinvestment of such portion of the assets of the Fund, as the Adviser may from time to time allocate to the Sub-Adviser for management (the “Sub-Advised Assets”). The Sub-Adviser shall manage the Sub-Advised Assets in conformity with (i) the investment objective, policies and restrictions of the each Fund set forth in the Trust’s prospectus and statement of additional information relating to the Fund, as they may be amended from time to time, any additional policies or guidelines, including without limitation compliance policies and procedures, established by the Adviser, the Trust’s Chief Compliance Officer, or by the Trust’s Board of Trustees (“Board”) that have been furnished in writing to the Sub-Adviser, (ii) the written instructions and directions received from the Adviser and the Trust as delivered; and (iii) the requirements of the Investment Company Act of 1940 (the “1940 Act”), the Investment Advisers Act of 1940 (“Advisers Act”), and all other federal and state laws applicable to registered investment companies and the Sub-Adviser’s duties under this Agreement, all as may be in effect from time to time. The foregoing are referred to below together as the “Policies.” For purposes of compliance with the Policies, the Sub-Adviser shall be entitled to treat the Sub-Advised Assets as though the Sub-Advised Assets constituted the entire Fund, and the Sub-Adviser shall not be responsible in any way for the compliance of any assets of the Fund, other than the Sub-Advised Assets, with the Policies. Subject to the foregoing, the Sub-Adviser is authorized, in its discretion and without prior consultation with the Adviser, to buy, sell, lend and otherwise trade in any stocks, bonds and other securities and investment instruments on behalf of the Fund, without regard to the length of time the securities have been held and the resulting rate of portfolio turnover or any tax considerations; and the majority or the whole of the Sub-Advised Assets may be invested in such proportions of stocks, bonds, other securities or investment instruments, or cash, as the Sub-Adviser shall determine. Notwithstanding the foregoing provisions of this Section 2(a), however, (i) the Sub-Adviser shall, upon and in accordance with written instructions from the Adviser, effect such portfolio transactions for the Sub-Advised Assets as the Adviser shall determine are necessary in order for the each Fund to comply with the Policies, and (ii) upon notice to the Sub-Adviser, the Adviser may effect in-kind redemptions with shareholders of the each Fund with securities included within the Sub-Advised Assets.

Sub-Advisory Services. (a) The Sub-Adviser shall, subject to the supervision and oversight of the Adviser, manage the shall have full discretionary authority for portfolio investment and reinvestment of such decisions for a Fund (or each portion of the a Fund’s assets of the Fund, as the Adviser may from time to time allocate allocated to the Sub-Adviser by the Adviser), including determining, from time to time, what securities (and other financial instruments) shall be purchased for management the Fund, what securities (and other financial instruments) shall be held or sold by the “Sub-Advised Assets”). The Sub-Adviser shall manage the Sub-Advised Assets in conformity with (i) the investment objectiveFund, policies and restrictions what portion of the Fund set forth Fund’s assets shall be held uninvested in cash, subject always to the provisions of the Trust’s Agreement and Declaration of Trust, By-Laws and each Fund’s prospectus and statement of additional information relating as set forth in the Trust’s registration statement on Form N-1A (the “Registration Statement”) under the 1940 Act, and under the Securities Act of 1933, as amended (the “1933 Act”), covering Fund shares, as filed with the U.S. Securities and Exchange Commission (the “SEC”), and to the investment objectives, policies and restrictions of each Fund, as they may shall be amended from time to timetime in effect, any additional policies or guidelinesand such other limitations, including without limitation compliance policies and procedures, established by procedures as the Adviser, Board or the Trust’s Chief Compliance Officer, or by the Trust’s Board of Trustees (“Board”) that have been furnished Adviser may reasonably impose from time to time and provide in writing to the Sub-Adviser, (ii) the written instructions and directions received from the Adviser and the Trust as delivered; and (iii) the requirements a reasonable period of the Investment Company Act time in advance of 1940 their effectiveness (the “1940 ActInvestment Policies”), . No reference in this Agreement to the Investment Advisers Act Sub-Adviser having full discretionary authority over each Fund’s portfolio investment decisions shall in any way limit the right of 1940 (“Advisers Act”), the Board or the Adviser to establish or revise policies in connection with the management of a Fund’s assets or to otherwise exercise its right to control the overall management of the Trust and all other federal and state laws applicable each Fund with reasonable notice to registered investment companies and the Sub-Adviser. The scope of the Sub-Adviser’s duties under this Agreementauthority for trading portfolio securities (and other financial instruments) for a Fund, all including selecting broker-dealers to execute purchase and sale transactions (“trading authority”), shall initially be as set forth on Schedule A hereto (which may be in effect from time to timediffer by Fund). The foregoing are referred Adviser may revise the scope of the Sub-Adviser’s trading authority upon the provision of at least 30 days’ written notice to below together the Sub-Adviser. Absent the Sub-Adviser’s provision of written notice declining such change, such a change shall be effective as of the later of the end of such 30-day period or the date set forth in such notice. If Schedule A indicates “partially discretionary” trading authority, initially, the Adviser shall retain discretionary trading authority for a mutually agreed subset of the Fund’s portfolio investments (the “Policies.” For purposes of compliance Subset”), and the Sub-Adviser shall be responsible for providing non-discretionary trading recommendations to the Adviser with respect to the Subset (in accordance with the Policiesapplicable terms of the “non-discretionary” trading authority paragraph below). In addition, the Sub-Adviser shall have full discretionary trading authority for the remaining portion of the Fund’s portfolio (in accordance with the applicable terms of the “fully discretionary” trading authority paragraph below). If Schedule A indicates “fully discretionary” trading authority, initially, the Sub-Adviser shall exercise full trading authority for a Fund with respect to purchases, sales or other transactions, as well as with respect to all other such things necessary or incidental to the furtherance or conduct of such purchases, sales or other transactions. If Schedule A indicates “non-discretionary” trading authority, initially, the Sub-Adviser shall be entitled responsible for promptly informing the Adviser (or another investment sub-advisory firm designated by the Adviser (herein, a “Trading Adviser”)) of portfolio investment recommendations for a Fund in writing pursuant to treat mutually agreed notification protocols and at such intervals as is specified on Schedule A or such other intervals as the parties may agree in writing. In turn, the parties understand and acknowledge that the Adviser or the Trading Adviser, as the case may be, may rely on such recommendations in effecting the security (and other financial instrument) trading execution for each Fund’s portfolio investments. Additionally, the Adviser or the Trading Adviser, as the case may be, has full responsibility and discretionary authority to effect all transactions, including the selection of broker-dealers to effect the trading execution for a Fund’s portfolio investments and with respect to the timing and form (e.g., market, limit) of orders. In the event the Adviser or the Trading Adviser desire clarification on a particular Sub-Advised Assets Adviser recommendation, the Adviser or the Trading Adviser, as though the Sub-Advised Assets constituted the entire Fundcase may be, and will promptly seek guidance from the Sub-Adviser shall not be responsible prior to executing any transaction in question. In any way for case (e.g., non-discretionary, partial discretion, or full discretion), the compliance Adviser retains responsibility and discretionary authority with respect to effecting in-kind creations and redemptions, including the construction, negotiation and acceptance of any assets of the Fundcreation and redemption baskets, other than the Sub-Advised Assets, with the Policies. Subject to the foregoing, except that the Sub-Adviser may provide Adviser with such assistance as is authorized, agreed among the parties in its discretion and without prior consultation with the Adviser, to buy, sell, lend and otherwise trade in any stocks, bonds and other securities and investment instruments on behalf of the Fund, without regard to the length of time the securities have been held and the resulting rate of portfolio turnover or any tax considerations; and the majority or the whole of the Sub-Advised Assets may be invested in such proportions of stocks, bonds, other securities or investment instruments, or cash, as the Sub-Adviser shall determine. Notwithstanding the foregoing provisions of this Section 2(a), however, (i) the Sub-Adviser shall, upon and in accordance with written instructions from the Adviser, effect such portfolio transactions for the Sub-Advised Assets as the Adviser shall determine are necessary in order for the Fund to comply with the Policies, and (ii) upon notice to the Sub-Adviser, the Adviser may effect in-kind redemptions with shareholders of the Fund with securities included within the Sub-Advised Assetswriting.

Sub-Advisory Services. (a) The Sub-Adviser shall, subject to the supervision and oversight of the Adviser, manage the investment and reinvestment of such portion of the assets of the Fund, as the Adviser may from time to time allocate to the Sub-Adviser for management (the “Sub-Advised Assets”). The Sub-Adviser shall manage the Sub-Advised Assets in conformity with (i) the investment objective, policies and restrictions of the Fund set forth in the Trust’s prospectus and statement of additional information relating to the Fund, as they may be amended from time to time, any additional policies or guidelines, including without limitation compliance policies and procedures, established by the Adviser, the Trust’s Chief Compliance Officer, or by the Trust’s Board of Trustees (“Board”) that have been furnished in writing to the Sub-Adviser, (ii) the written instructions and directions received from the Adviser and the Trust as delivered; and (iii) the requirements of the Investment Company Act of 1940 (the “1940 Act”), the Investment Advisers Act of 1940 (“Advisers Act”), and all other federal and state laws applicable to registered investment companies and the Sub-Adviser’s duties under this Agreement, all as may be in effect from time to time. The foregoing are referred to below together as the “Policies.” For purposes of compliance with the Policies, the Sub-Adviser shall be entitled to treat the Sub-Advised Assets as though the Sub-Advised Assets constituted the entire Fund, and the Sub-Adviser shall not be responsible in any way for the compliance of any assets of the Fund, other than the Sub-Advised Assets, with the Policies. Subject to the foregoing, the Sub-Adviser is authorized, in its discretion and without prior consultation with the Adviser, to buy, sell, lend sell and otherwise trade in any stocks, bonds and other securities and investment instruments on behalf of the Fund, without regard to the length of time the securities have been held and the resulting rate of portfolio turnover or any tax considerations; and the majority or the whole of the Sub-Advised Assets may be invested in such proportions of stocks, bonds, other securities or investment instruments, or cash, as the Sub-Adviser shall determine. Notwithstanding the foregoing provisions of this Section 2(a), however, (i) the Sub-Adviser shall, upon and in accordance with written instructions from the Adviser, effect such portfolio transactions for the Sub-Advised Assets as the Adviser shall determine are necessary in order for the Fund to comply with the Policies, and (ii) upon notice to the Sub-Adviser, the Adviser may effect in-kind redemptions with shareholders of the Fund with securities included within the Sub-Advised Assets.

Sub-Advisory Services. (a) The Sub-Adviser shall, subject Subject to the supervision terms and oversight conditions of this Agreement, you will provide the Fund investment sub-advisory services with respect to that portion of the AdviserFund’s assets that are allocated to you in accordance with this Agreement, manage which services shall be consistent with the investment objectives and reinvestment policies of the Fund as set forth in the Fund’s Prospectus and Statement of Additional Information and any investment guidelines or other instructions received in writing from the Adviser. The Board of Trustees or the Adviser may, from time to time, make additions to and withdrawals from the assets of the Fund allocated to you with prior written notice to you. You will determine what securities shall be purchased for such portion of the assets Fund’s assets, what securities shall be held or sold by such portions of the Fund’s assets, as the Adviser may from time to time allocate and what portion of such assets shall be held uninvested, subject always to the Subprovisions of the Declaration of Trust and the By-Adviser for management (the “Sub-Advised Assets”). The Sub-Adviser shall manage the Sub-Advised Assets in conformity with (i) Laws, and to the investment objectiveobjectives, policies and restrictions of the Fund Fund, as each of the same shall be from time to time in effect as set forth in the TrustFund’s prospectus Prospectus and statement Statement of additional information relating Additional Information, or any investment guidelines or other instructions received by you in writing from the Adviser, and subject, further, to such policies and instructions as the Fund, as they Board of Trustees may be amended from time to timetime establish and deliver to you in writing. In accordance with paragraph 5, any additional policies you shall arrange for the placing of all orders for the purchase and sale of portfolio securities with brokers, dealers or guidelines, including without limitation compliance policies and procedures, established counterparties selected by the Adviser, the Trust’s Chief Compliance Officer, or by the Trust’s Board of Trustees (“Board”) you for that have been furnished in writing to the Sub-Adviser, (ii) the written instructions and directions received from the Adviser and the Trust as delivered; and (iii) the requirements portion of the Investment Company Act Fund’s assets for which you serve as investment subadviser. The Adviser shall provide you with written statements of 1940 (the “1940 Act”)Declaration of Trust; the By-Laws; the Fund’s written investment objectives and policies; the Prospectus and Statement of Additional Information and instructions, the Investment Advisers Act of 1940 (“Advisers Act”), and all other federal and state laws applicable to registered investment companies and the Sub-Adviser’s duties under this Agreement, all as may be in effect from time to time; and you shall have no responsibility for actions taken in reliance on any such documents. The In addition, the Adviser shall provide you with reasonable advance notice, to the extent practicable under the circumstances, of any changes to any of the foregoing or any other documents relevant to the services you are referred required to below together provide under this Agreement (“Governing Documents”). Whenever practicable, the Adviser shall provide copies of such Governing Documents marked to show any changes from a previous version. Notwithstanding any other provision of this Agreement, you shall not be required to comply with any Governing Documents before you have had a reasonable period of time to review and establish appropriate policies and procedures to address compliance with any such Governing Documents, nor shall you be required to comply with any such Governing Documents that you reasonably believe to be inconsistent with applicable law or your fiduciary duty to the Fund; provided, however, that you promptly provide the Adviser with written notice of your disagreement with such Governing Documents. You will conform your conduct to, and will ensure that your investment management of the portion of the Fund’s assets allocated to you complies with, the applicable provisions of the Investment Company Act and Investment Advisers Act and the rules and regulations thereunder, the requirements for qualification of the Fund as a regulated investment company under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Policies.” For purposes of compliance Code”), applicable federal and state laws and regulations, and with the Policiesprovisions of the Fund’s Registration Statement as amended or supplemented under the Securities Act of 1933, the Sub-Adviser shall be entitled to treat the Sub-Advised Assets as though the Sub-Advised Assets constituted the entire Fundamended, and the Sub-Adviser Investment Company Act. You shall not be responsible in any way for maintain written compliance policies and procedures that you reasonably believe are reasonably designed to prevent the compliance of any assets of the Fundservices you provide hereunder from causing SANDS CAPITAL MANAGEMENT, other than the Sub-Advised Assets, with the Policies. Subject to the foregoing, the Sub-Adviser is authorized, in its discretion and without prior consultation with the Adviser, to buy, sell, lend and otherwise trade in any stocks, bonds and other securities and investment instruments on behalf of the Fund, without regard to the length of time the securities have been held and the resulting rate of portfolio turnover or any tax considerations; and the majority or the whole of the Sub-Advised Assets may be invested in such proportions of stocks, bonds, other securities or investment instruments, or cash, as the Sub-Adviser shall determine. Notwithstanding the foregoing provisions of this Section 2(a), however, (i) the Sub-Adviser shall, upon and in accordance with written instructions from the Adviser, effect such portfolio transactions for the Sub-Advised Assets as the Adviser shall determine are necessary in order for the Fund to comply with the Policies, and (ii) upon notice to the Sub-Adviser, the Adviser may effect in-kind redemptions with shareholders of the Fund with securities included within the Sub-Advised Assets.LLC

Sub-Advisory Services. (a) The Sub-Adviser shall, subject to the supervision and oversight of the Adviser, manage the investment and reinvestment of such portion of the assets of the Fund, as the Adviser may from time to time allocate to the Sub-Adviser for management (the “Sub-Advised Assets”). The Sub-Adviser shall manage determine, from time to time, what securities (and other financial instruments) shall be purchased for the Sub-Advised Assets in conformity with Funds, what securities (iand other financial instruments) shall be held or sold by the investment objective, policies Funds and restrictions what portion of the Fund set forth Funds’ assets shall be held uninvested in cash, subject always to the provisions of the Trust’s Agreement and Declaration of Trust, By-Laws and each Fund’s prospectus and statement of additional information relating as set forth in the Trust’s registration statement on Form N-1A (the “Registration Statement”) under the 1940 Act, and under the Securities Act of 1933, as amended (the “1933 Act”), covering Fund shares, as filed with the U.S. Securities and Exchange Commission (the “SEC”), and to the investment objectives, policies and restrictions of each Fund, as they may shall be amended from time to timetime in effect and such other limitations, any additional policies or guidelines, including without limitation compliance policies and procedures, established by procedures as the Adviser, Board or the Trust’s Chief Compliance Officer, or by the Trust’s Board of Trustees (“Board”) that have been furnished Adviser may reasonably impose from time to time and provide in writing to the Sub-Adviser, (ii) the written instructions and directions received from the Adviser and the Trust as delivered; and (iii) the requirements of the Investment Company Act of 1940 (the “1940 ActInvestment Policies”), the Investment Advisers Act of 1940 (“Advisers Act”), and all other federal and state laws applicable to registered investment companies and the Sub-Adviser’s duties under this Agreement, all as may be in effect from time to time. The foregoing are referred to below together as the “Policies.” For purposes of compliance with the PoliciesTo carry out such obligations, the Sub-Adviser shall be entitled have the authority to treat exercise full discretion and act for the Funds in the same manner and with the same force and effect as the Funds themselves might or could do with respect to purchases, sales or other transactions, as well as with respect to all other such things necessary or incidental to the furtherance or conduct of such purchases, sales or other transactions. No reference in this Agreement to the Sub-Advised Assets as though Adviser having full discretionary authority over each Fund’s investments shall in any way limit the right of the Board or the Adviser to establish or revise policies in connection with the management of a Fund’s assets or to otherwise exercise its right to control the overall management of the Trust and each Fund. In addition, to the extent the Sub-Advised Assets constituted Adviser has determined that particular securities or financial instruments should be purchased or sold for the entire account of a particular Fund, and the Sub-Adviser shall not either place such trade itself, or notify the Adviser (or another investment sub-advisory firm designated by the Adviser (herein, a “Trading Adviser”) of its recommendation make such purchase or sale. The Sub-Adviser shall be responsible for promptly informing the Adviser or, if applicable, the Trading Adviser, of each such recommendation for each Fund in any way writing pursuant to mutually agreed notification protocols. In turn, the parties understand and acknowledge that the Adviser or the Trading Adviser, as the case may be, will fully rely on such recommendations for the compliance of any assets security (and other financial instrument) purchases, holdings, and sales for each Fund’s investment portfolio; and to that extent, the Trading Adviser’s authority with respect to the Funds is non-discretionary. However, each of the FundAdviser and the Trading Adviser, as the case may be, has sole discretion to select brokerage firms to effect the recommended security (and other than financial instrument) purchases and sales. In the event the Adviser or the Trading Adviser desire clarification on a particular Sub-Advised AssetsAdviser recommendation, with the Policies. Subject to Adviser or the foregoingTrading Adviser, as the case may be, will seek guidance from the Sub-Adviser is authorized, prior to effecting the transaction in its discretion and without prior consultation with the Adviser, to buy, sell, lend and otherwise trade in any stocks, bonds and other securities and investment instruments on behalf of the Fund, without regard to the length of time the securities have been held and the resulting rate of portfolio turnover or any tax considerations; and the majority or the whole of the Sub-Advised Assets may be invested in such proportions of stocks, bonds, other securities or investment instruments, or cash, as the question. The Sub-Adviser acknowledges that the Board retains ultimate authority over each Fund and may take any and all actions necessary and reasonable to protect the interests of Fund shareholders. Nothing in this Agreement shall determine. Notwithstanding in any way limit the foregoing provisions right of this Section 2(a), however, (i) the Sub-Adviser shall, upon and in accordance with written instructions from the Adviser, effect such portfolio transactions for the Sub-Advised Assets as Board or the Adviser shall determine are necessary to establish or revise policies in order for the Fund to comply connection with the Policies, and (ii) upon notice management of a Fund’s assets or to otherwise exercise its right to control the Sub-Adviser, the Adviser may effect in-kind redemptions with shareholders overall management of the Fund with securities included within the Sub-Advised AssetsTrust and each Fund.

Sub-Advisory Services. (a) a. The Sub-Adviser shall, subject to the supervision and oversight of the AdviserManager and of any administrator appointed by the Manager (the “Administrator”), manage the investment and reinvestment of such portion of the assets of the Fund, each Fund as the Adviser Manager or its designee may from time to time allocate to the Sub-Adviser for management (each a “Segment” and, collectively, the “Sub-Advised AssetsSegments”). The Sub-Adviser shall manage have the authority on behalf of each Fund to vote and shall vote all proxies and exercise all other rights of the Funds as a security holder of companies in which the Segments from time to time invest. The Sub-Advised Assets Adviser shall manage each Segment in conformity with (i1) the investment objective, policies and restrictions of the applicable Segment of the applicable Fund set forth in the Trust’s prospectus and statement of additional information relating to the Fund, as they may be amended from time to time, (2) any additional policies or guidelines, including without limitation compliance policies and procedures, guidelines established by the Adviser, the Trust’s Chief Compliance Officer, Manager or by the Trust’s Board of Trustees (“Board”) trustees that have been furnished in writing to the Sub-Adviser, Adviser and (ii3) the written instructions provisions of the Internal Revenue Code as amended (the “Code”) applicable to “regulated investment companies” (as defined in Section 851 of the Code), all as from time to time in effect (collectively, the “Policies”), and directions received from the Adviser and the Trust as delivered; and (iii) the requirements with all applicable provisions of law, including without limitation all applicable provisions of the Investment Company Act of 1940 1940, as amended (the “1940 Act”), the Investment Advisers Act of 1940 (“Advisers Act”), and all other federal and state laws applicable to registered investment companies ) and the Sub-Adviser’s duties under this Agreement, all as may be in effect from time to timerules and regulations thereunder. The foregoing are referred to below together as the “Policies.” For purposes of compliance with the Policies, the Sub-Adviser shall be entitled to treat the Sub-Advised Assets each Segment as though the Sub-Advised Assets Segment constituted the entire Fund, and the Sub-Adviser shall not be responsible in any way for the compliance of any assets of the FundFunds, other than the Sub-Advised AssetsSegments, with the Policies, or for the compliance of the Funds, taken as a whole, with the Policies. For clarification, the Sub-Adviser is not responsible for the requirements of the Code or the 1940 Act that the Manager believes should be monitored for at the Fund level (for example, concentration, diversification and liquidity limits). Subject to the foregoing, the Sub-Adviser is authorized, in its discretion and without prior consultation with the AdviserManager, to buy, sell, lend and otherwise trade in any stocks, bonds and other securities and investment instruments on behalf of the FundFunds, without regard to the length of time the securities have been held and the resulting rate of portfolio turnover or any tax considerations; and the majority or the whole of the Sub-Advised Assets each Fund may be invested in such proportions of stocks, bonds, other securities or investment instruments, or cash, as the Sub-Adviser shall determine. Notwithstanding the foregoing provisions of this Section 2(a)1.a, however, (i) the Sub-Adviser shall, upon and in accordance with written instructions from the AdviserManager, effect such portfolio transactions for the Sub-Advised Assets a Segment as the Adviser Manager shall determine are necessary in order for the applicable Fund to comply with the Policies, and (ii) upon notice to the Sub-Adviser, the Adviser may effect in-kind redemptions with shareholders of the Fund with securities included within the Sub-Advised Assets.

Sub-Advisory Services. (a) a. The Sub-Adviser shall, subject to the supervision and oversight of the AdviserManager and of any administrator appointed by the Manager (the "Administrator"), manage the investment and reinvestment of such portion of the assets of the FundSeries, consisting of two separate portfolios, as the Adviser Manager may from time to time allocate to the Sub-Adviser for management (such portion, the “"Segment") and the Sub-Advised Assets”)Adviser shall have the authority on behalf of the Series to vote all proxies and exercise all other rights of the Series as a security holder of companies in which the Segment from time to time invests. The Sub-Adviser shall manage the Sub-Advised Assets Segment in conformity with (i1) the investment objective, policies and restrictions of the Fund Series set forth in the Trust’s 's prospectus and statement of additional information relating to the FundSeries, as they may be amended from time to time, (2) any additional policies or guidelines, including without limitation compliance policies and procedures, guidelines established by the Adviser, the Trust’s Chief Compliance Officer, Manager or by the Trust’s Board of Trustees (“Board”) 's trustees that have been furnished in writing to the Sub-Adviser, Adviser and (ii3) the written instructions provisions of the Internal Revenue Code (the "Code") applicable to "regulated investment companies" (as defined in Section 851 of the Code), all as from time to time in effect (collectively, the "Policies"), and directions received from the Adviser and the Trust as delivered; and (iii) the requirements with all applicable provisions of law, including without limitation all applicable provisions of the Investment Company Act of 1940 (the “"1940 Act”), the Investment Advisers Act of 1940 (“Advisers Act”), and all other federal and state laws applicable to registered investment companies ") and the Sub-Adviser’s duties under this Agreement, all as may be in effect from time to timerules and regulations thereunder. The foregoing are referred to below together as the “Policies.” For purposes of compliance with the Policies, the Sub-Adviser shall be entitled to treat the Sub-Advised Assets Segment as though the Sub-Advised Assets Segment constituted the entire FundSeries, and the Sub-Adviser shall not be responsible in any way for the compliance of any assets of the FundSeries, other than the Sub-Advised AssetsSegment, with the Policies, or for the compliance of the Series, taken as a whole, with the Policies. Subject to the foregoing, the Sub-Adviser is authorized, in its discretion and without prior consultation with the AdviserManager, to buy, sell, lend and otherwise trade in any stocks, bonds and other securities and investment instruments on behalf of the FundSeries, without regard to the length of time the securities have been held and the resulting rate of portfolio turnover or any tax considerations; and the majority or the whole of the Sub-Advised Assets Segment may be invested in such proportions of stocks, bonds, other securities or investment instruments, or cash, as the Sub-Adviser shall determine. Notwithstanding the foregoing provisions of this Section 2(a), 1.a; however, (i) the Sub-Adviser shall, upon and in accordance with written instructions from the AdviserManager, effect such portfolio transactions for the Sub-Advised Assets Segment as the Adviser Manager shall determine are necessary in order for the Fund Series to comply with the Policies, and (ii) upon notice to the Sub-Adviser, the Adviser may effect in-kind redemptions with shareholders of the Fund with securities included within the Sub-Advised Assets.

Sub-Advisory Services. (a) The Sub-Adviser shall, subject Subject to the supervision terms and oversight conditions of this Agreement, you will provide the Fund investment sub-advisory services with respect to that portion of the AdviserFund’s assets that are allocated to you in accordance with this Agreement, manage which services shall be consistent with the investment objectives and reinvestment policies of the Fund as set forth in the Fund’s Prospectus and Statement of Additional Information and any investment guidelines or other instructions received in writing from the Adviser. The Board of Trustees or the Adviser may, from time to time, make additions to and withdrawals from the assets of the Fund allocated to you with prior written notice to you. You will determine what securities shall be purchased for such portion of the assets Fund’s assets, what securities shall be held or sold by such portions of the Fund’s assets, as the Adviser may from time to time allocate and what portion of such assets shall be held uninvested, subject always to the Subprovisions of the Declaration of Trust and the By-Adviser for management (the “Sub-Advised Assets”). The Sub-Adviser shall manage the Sub-Advised Assets in conformity with (i) Laws, and to the investment objectiveobjectives, policies and restrictions of the Fund Fund, as each of the same shall be from time to time in effect as set forth in the TrustFund’s prospectus Prospectus and statement Statement of additional information relating Additional Information, or any investment guidelines or other instructions received by you in writing from the Adviser, and subject, further, to such policies and instructions as the Fund, as they Board of Trustees may be amended from time to timetime establish and deliver to you in writing. In accordance with paragraph 5, any additional policies you shall arrange for the placing of all orders for the purchase and sale of portfolio securities with brokers, dealers or guidelines, including without limitation compliance policies and procedures, established counterparties selected by the Adviser, the Trust’s Chief Compliance Officer, or by the Trust’s Board of Trustees (“Board”) you for that have been furnished in writing to the Sub-Adviser, (ii) the written instructions and directions received from the Adviser and the Trust as delivered; and (iii) the requirements portion of the Investment Company Act Fund’s assets for which you serve as investment subadviser. The Adviser shall provide you with written statements of 1940 (the “1940 Act”)Declaration of Trust; the By-Laws; the Fund’s written investment objectives and policies; the Prospectus and Statement of Additional Information and instructions, the Investment Advisers Act of 1940 (“Advisers Act”), and all other federal and state laws applicable to registered investment companies and the Sub-Adviser’s duties under this Agreement, all as may be in effect from time to time; and you shall have no responsibility for actions taken in reliance on any such documents. The In addition, the Adviser shall provide you with reasonable advance notice, to the extent practicable under the circumstances, of any changes to any of the foregoing or any other documents relevant to the services you are referred required to below together provide under this Agreement (“Governing Documents”). Whenever practicable, the Adviser shall provide copies of such Governing Documents marked to show any changes from a previous version. Notwithstanding any other provision of this Agreement, you shall not be required to comply with any Governing Documents before you have had a reasonable period of time to review and establish appropriate policies and procedures to address compliance with any such Governing Documents, nor shall you be required to comply with any such Governing Documents that you reasonably believe to be inconsistent with applicable law or your fiduciary duty to the Fund; provided, however, that you promptly provide the Adviser with written notice of your disagreement with such Governing Documents. You will conform your conduct to, and will ensure that your investment management of the portion of the Fund’s assets allocated to you complies with, the applicable provisions of the Investment Company Act and Investment Advisers Act and the rules and regulations thereunder, the requirements for qualification of the Fund as a regulated investment company under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Policies.” For purposes of compliance Code”), applicable federal and state laws and regulations, and with the Policiesprovisions of the Fund’s Registration Statement as amended or supplemented under the Securities Act of 1933, the Sub-Adviser shall be entitled to treat the Sub-Advised Assets as though the Sub-Advised Assets constituted the entire Fundamended, and the Sub-Investment Company Act. SANDS CAPITAL MANAGEMENT, LLC HARBOR GLOBAL LEADERS FUND JUNE 1, 2019 You shall maintain written compliance policies and procedures that you reasonably believe are reasonably designed to prevent the services you provide hereunder from causing yourself and the Fund to violate applicable federal securities laws. You agree to provide the Trust and the Adviser with such reports and certifications and with such access to your officers and employees that the Trust or Adviser may reasonably request for the purpose of assessing the adequacy of your compliance policies and procedures. You agree to notify the Adviser promptly upon your detection of any breach by you of any of the Fund’s policies, guidelines or procedures and of any violation by you of any applicable law or regulation, including the Investment Company Act and Subchapter M of the Code, relating to that portion of the Fund’s assets allocated to you. You also agree to notify us promptly upon detection of any material violations by you of your compliance policies and procedures that relate to the Fund or your activities as a investment subadviser to the Fund generally. You shall keep the Fund’s books and records maintained by you that relate to transactions in the name of the Fund hereunder and shall timely furnish to the Adviser upon request all such records relating to your services hereunder needed by the Adviser to keep the other books and records of the Fund required by Rule 31a-1 under the Investment Company Act. You agree that all records which you maintain for the Fund are the property of the Fund and you shall surrender promptly and without any charge to the Fund any of such records required to be maintained by you, provided that you may maintain copies of any books and records you maintain on behalf of the Fund. The Trust and the Adviser acknowledge and agree that you are not responsible for maintaining the official books and records of the Fund. In the performance of your duties hereunder, you are and shall be responsible an independent contractor and unless otherwise expressly provided herein or otherwise authorized in writing, shall have no authority to act for or represent the Trust or the Fund in any way for or otherwise be deemed to be an agent of the compliance Trust or the Fund or of any assets the Adviser. You will make your officers and employees available to meet with the Trustees and the Trust’s or Adviser’s officers at least quarterly or as otherwise agreed on due notice to review the investments and investment program of the portion of the Fund, other than ’s assets allocated to you in light of current and prospective economic and market conditions. Your authority hereunder shall include the Sub-Advised Assets, with the Policies. Subject (i) power to the foregoing, the Sub-Adviser is authorized, in its discretion and without prior consultation with the Adviser, to buypurchase, sell, lend generally deal in or exchange assets for the Fund; (ii) authority to exercise whatever powers the Fund may possess with respect to any Fund assets, including the power to vote (or refrain from voting), exercise rights, options, warrants, conversion privileges and redemption privileges, and to tender securities pursuant to a tender offer; (iii) authority to enter into, and bind the Fund in respect of, foreign exchange transactions that settle by an actual delivery of the relevant currencies within a settlement period that is the customary timeline in the relevant market for spot foreign exchange transactions (or that is otherwise trade in any stocksa bona fide spot foreign exchange transaction for purposes of applicable foreign exchange regulatory requirements) (each, bonds and other securities and investment instruments a “Spot FX Transaction”); (iv) authority on behalf of the Fund, without regard as agent and attorney-in-fact, to the length of time the securities have been held (A) open account(s) with and the resulting rate of portfolio turnover to issue to brokers, dealers, introducing brokers and banks, or any tax considerationsaffiliate of any of the foregoing, instructions to purchase, sell or otherwise trade in or deal with, any security or other asset of the Fund and at risk of, and in the name of, the Fund; and (B) negotiate and execute agreements, indemnities and representations letters for all purposes you determine are necessary or desirable in connection with the majority performance of your obligations hereunder; and (v) authority generally to perform any other act deemed necessary or desirable by you to assist you in carrying out your SANDS CAPITAL MANAGEMENT, LLC HARBOR GLOBAL LEADERS FUND JUNE 1, 2019 obligations hereunder, including in connection with effecting Spot FX Transactions for the whole of the Sub-Advised Assets may be invested in such proportions of stocks, bonds, other securities or investment instruments, or cash, as the Sub-Adviser shall determineFund. Notwithstanding the foregoing provisions foregoing, the Fund or the Fund custodian, and not you, shall be responsible for assessing and managing any disputes involving the Fund, including making any and all filings in connection with any securities litigation or class action lawsuits involving securities held or that were held in by the Fund. The Fund and the Adviser further understand that you may employ the services of this Section 2(a), however, (i) the Sub-Adviser shall, upon and a proxy voting service to exercise proxies in accordance with such guidelines. The Adviser may, upon written instructions notice to you, retain the responsibility for voting proxies on behalf of the Fund. Upon receipt of such written notice from the Adviser, effect such portfolio transactions you shall have no responsibility for voting proxies on behalf of the Sub-Advised Assets as Fund. Nothing in this Agreement shall limit or restrict the Adviser shall determine are necessary right of any of your directors, officers and employees to engage in order for the Fund any other business or to comply with the Policies, devote his or her time and (ii) upon notice attention in part to the Sub-Advisermanagement or other aspects of any business, whether of a similar or a dissimilar nature, nor limit or restrict your right to engage in any other business or to render service of any kind to any other corporation, firm, individual or association. For the Adviser may effect in-kind redemptions with shareholders avoidance of doubt, your obligations under this Agreement shall only apply to the assets allocated to you as subadviser; you shall have no responsibility for any compliance obligations that require monitoring or attention to any other assets of the Fund with securities included within or all of the Sub-Advised Assetsassets of the Fund in the event less than all of the assets of the Fund are allocated to you as subadviser.

Sub-Advisory Services. (a) The Sub-Adviser shall, subject to the supervision and oversight of the Adviser, manage the investment and reinvestment of such portion of the assets of the Fund, as the Adviser may from time to time allocate subject to the Sub-Adviser for management Adviser’s direction with respect to security selection (the “Sub-Advised Assets”). The Sub-Adviser shall manage the Sub-Advised Assets in conformity with (i) the investment objective, policies and restrictions of the Fund set forth in the Trust’s prospectus and statement of additional information relating to the Fund, as they may be amended from time to time, any additional policies or guidelines, including without limitation compliance policies and procedures, established by the Adviser, the Trust’s Chief Compliance Officer, or by the Trust’s Board of Trustees (“Board”) that have been furnished in writing to the Sub-Adviser, (ii) the written instructions and directions received from the Adviser and the Trust as delivered; and (iii) the requirements of the Investment Company Act of 1940 (the “1940 Act”), the Investment Advisers Act of 1940 (“Advisers Act”), and all other federal and state laws applicable to registered investment companies and the Sub-Adviser’s duties under this Agreement, all as may be in effect from time to time. The foregoing are referred to below together as the “Policies.” For purposes of compliance with the Policies, the Sub-Adviser shall be entitled to treat the Sub-Advised Assets as though the Sub-Advised Assets constituted the entire Fund, and the Sub-Adviser shall not be responsible in any way for the compliance of any assets of the Fund, other than the Sub-Advised Assets, with the Policies. Subject to the foregoing, the Sub-Adviser is authorized, in its discretion and without prior consultation with the Adviser, to buy, sell, lend and otherwise trade in any stocks, bonds and other securities and investment instruments that have been approved by the Adviser on behalf of the Fund, without regard to the length of time the securities have been held and the resulting rate of portfolio turnover or any tax considerations; and the majority or the whole of the Sub-Advised Assets may be invested in such proportions of stocks, bonds, other securities or investment instruments, or cash, as the Sub-Adviser shall determine. Notwithstanding the foregoing provisions of this Section 2(a), however, (i) the Sub-Adviser shall, upon and in accordance with written instructions (or instructions in any form agreed upon by the Adviser and Sub-Adviser) from the Adviser, effect such portfolio transactions for the Sub-Advised Assets as the Adviser shall determine are necessary in order for the Fund to comply with the Policies, and (ii) upon notice to the Sub-Adviser, the Adviser may effect in-kind redemptions with shareholders of the Fund with securities included within the Sub-Advised Assets.

Sub-Advisory Services. (a) a. The Sub-Adviser Subadviser shall, subject to the supervision and oversight of the AdviserManager and in cooperation with the Manager, as administrator, or with any other administrator appointed by the Manager (the "Administrator"), manage the investment and reinvestment of such portion of the assets of the Fund, as the Adviser may from time to time allocate to the Sub-Adviser for management (the “Sub-Advised Assets”)Portfolio. The Sub-Adviser Subadviser shall manage invest and reinvest the Sub-Advised Assets assets of the Portfolio in conformity with (i1) the investment objective, policies and restrictions of the Fund Portfolio set forth in the Trust’s Fund's prospectus and statement of additional information relating to the Fundinformation, as they may be amended revised or supplemented from time to time, relating to the Portfolio (the "Prospectus"), (2) any additional policies or guidelines, including without limitation compliance policies and procedures, guidelines established by the Adviser, the Trust’s Chief Compliance Officer, Manager or by the Trust’s Board of Trustees (“Board”) Fund's Directors that have been furnished in writing to the Sub-Adviser, Subadviser and (ii3) the written instructions provisions of the Internal Revenue Code (the "Code") applicable to "regulated investment companies" (as defined in Section 851 of the Code) and directions received from "segregated asset accounts" (as defined in Section 817 of the Adviser Code) including, but not limited to, the diversification requirements of Section 817(h) of the Code and the Trust regulations thereunder, all as delivered; from time to time in effect (collectively, the "Policies"), and (iii) the requirements with all applicable provisions of law, including without limitation all applicable provisions of the Investment Company Act of 1940 (the “"1940 Act”") the rules and regulations thereunder and the interpretive opinions thereof of the staff of the Securities and Exchange Commission ("SEC") ("SEC Positions"); provided, however, that the Investment Advisers Act Manager agrees to inform the Subadviser of 1940 any and all applicable state insurance law restrictions that operate to limit or restrict the investments the Portfolio might otherwise make (“Advisers Act”"Insurance Restrictions"), and all other federal and state laws applicable to registered investment companies and inform the Sub-Adviser’s duties under this Agreement, all as may be in effect from time to time. The foregoing are referred to below together as the “Policies.” For purposes of compliance with the Policies, the Sub-Adviser shall be entitled to treat the Sub-Advised Assets as though the Sub-Advised Assets constituted the entire Fund, and the Sub-Adviser shall not be responsible in any way for the compliance Subadviser promptly of any assets of the Fund, other than the Sub-Advised Assets, with the Policieschanges in such Insurance Restrictions. Subject to the foregoing, the Sub-Adviser Subadviser is authorized, in its discretion and without prior consultation with the AdviserManager, to buy, sell, lend and otherwise trade in any stocks, bonds and other securities and investment instruments on behalf of the FundPortfolio, without regard to the length of time the securities have been held and the resulting rate of portfolio turnover or any tax considerations; and the majority or the whole of the Sub-Advised Assets Portfolio may be invested in such proportions of stocks, bonds, other securities or investment instruments, or cash, as the Sub-Adviser Subadviser shall determine. Notwithstanding the foregoing provisions of this Section 2(a)1.a, however, (i) the Sub-Adviser Subadviser shall, upon and in accordance with written instructions from the AdviserManager, effect such portfolio transactions for the Sub-Advised Assets Portfolio as the Adviser Manager shall determine are necessary in order for the Fund Portfolio to comply with the Policies, and (ii) upon notice to the Sub-Adviser, the Adviser may effect in-kind redemptions with shareholders of the Fund with securities included within the Sub-Advised Assets.

Sub-Advisory Services. (a) The Sub-Adviser shall, subject Subject to the supervision of the Board and oversight of the Adviser, manage the investment and reinvestment of such portion of the assets of the Fund, as the Adviser may from time to time allocate to the Sub-Adviser for shall assist the Adviser in providing a continuous investment program with respect to the Fund’s portfolio, including investment research and management (with respect to all securities and investments and cash equivalents in the “Sub-Advised Assets”)Fund. The Sub-Adviser shall manage determine the Sub-Advised Assets in conformity with (i) the investment objectivesecurities and investments to be purchased, policies and restrictions of the Fund set forth in the Trust’s prospectus and statement of additional information relating to the Fund, as they may be amended from time to time, any additional policies sold or guidelines, including without limitation compliance policies and procedures, established retained by the Adviser, the Trust’s Chief Compliance Officer, or by the Trust’s Board of Trustees (“Board”) that have been furnished in writing to the Sub-Adviser, (ii) the written instructions and directions received from the Adviser and the Trust as delivered; and (iii) the requirements of the Investment Company Act of 1940 (the “1940 Act”), the Investment Advisers Act of 1940 (“Advisers Act”), and all other federal and state laws applicable to registered investment companies and the Sub-Adviser’s duties under this Agreement, all as may be in effect from time to time. The foregoing are referred to below together as the “Policies.” For purposes of compliance with the Policies, the Sub-Adviser shall be entitled to treat the Sub-Advised Assets as though the Sub-Advised Assets constituted the entire Fund, and the Sub-Adviser shall not place orders directly with the issuer or any broker or dealer for such securities and investments. The Sub-Adviser will provide services under this Agreement in accordance with the Fund’s investment objective, policies and restrictions as stated in the Fund’s currently effective prospectus and statement of additional information, the Trust’s Declaration of Trust and By-laws, each as amended from time to time, and resolutions of the Board applicable to the Fund, each as provided to the Sub-Adviser by the Adviser. The Sub-Adviser shall have authority to enter into and execute agreements on behalf of the Fund relating to the acquisition or disposition of investment assets and the execution of portfolio transactions pursuant to the Sub-Adviser’s management of the Fund under this Agreement. Such agreements may include foreign exchange contracts and other transactional agreements. Nothing contained herein, however, shall be responsible deemed to authorize the Sub-Adviser to take or receive physical possession of any cash or securities held in any way the Fund, it being intended that sole responsibility for safekeeping thereof (in such investments as the Sub-Adviser shall direct) and the consummation of all such purchases, sales, deliveries, and investments made pursuant to the Sub-Adviser’s direction shall rest upon the custodian for the compliance Fund. The parties hereto also agree that the Sub-Adviser shall not receive or vote proxies or other similar solicitations on behalf of any assets the Fund and that such proxies and other similar solicitations shall be voted by the Adviser in accordance with its procedures. The Sub-Adviser warrants that all actions taken in the exercise of the power herein granted to the Sub-Adviser will be taken solely and exclusively for the benefit of the Fund, other than . Without limiting the Sub-Advised Assets, with the Policies. Subject to generality of the foregoing, the Sub-Adviser is authorized, in its discretion and without prior consultation with the Adviser, to buy, sell, lend and otherwise trade in any stocks, bonds and other securities and investment instruments on behalf of the Fund, without regard to the length of time the securities have been held and the resulting rate of portfolio turnover or any tax considerations; and the majority or the whole of the Sub-Advised Assets may be invested in such proportions of stocks, bonds, other securities or investment instruments, or cash, as the Sub-Adviser shall determine. Notwithstanding the foregoing provisions of this Section 2(a), however, (i) the Sub-Adviser shall, upon and in accordance with written instructions from the Adviser, effect such portfolio transactions for the Sub-Advised Assets as the Adviser shall determine are necessary in order for the Fund to comply with the Policies, and (ii) upon notice to the Sub-Adviser, the Adviser may effect in-kind redemptions with shareholders of the Fund with securities included within the Sub-Advised Assets.further agrees that it:

Sub-Advisory Services. (a) The Sub-Adviser Advisor shall, subject to the supervision and oversight of the AdviserAdvisor, manage the investment and reinvestment of such portion all assets of each of the assets of the Fund, as the Adviser may from time to time allocate to the Sub-Adviser for management Funds (the “Sub-Advised Fund Assets”). The Sub-Adviser Advisor shall manage the Sub-Advised Fund Assets in conformity with (i) the investment objective, policies and restrictions of each of the Fund Funds set forth in the Trust’s prospectus and statement Statement of additional information Additional Information (“SAI”) relating to the FundFunds, as they may be amended from time to time, any additional policies or guidelines, including without limitation compliance policies and procedures, established by the AdviserAdvisor, the Trust’s Chief Compliance OfficerOfficer (“Trust CCO”), or by the Trust’s Board of Trustees (“Board”) that have 303052339 v1 been furnished in writing to the Sub-Adviser, Advisor; (ii) the written instructions and or directions received from delivered by the Adviser and Advisor or the Trust to the Sub-Advisor, as deliveredprovided more particularly below; and (iii) the requirements of the Investment Company Act of 1940 (the “1940 Act”), the Investment Advisers Act of 1940 (“Advisers Act”), and all other federal and state laws applicable to registered investment companies and the Sub-AdviserAdvisor’s duties under this Agreement, all as may be in effect from time to time; (iv) that certain order of the SEC dated May 29, 2013 (as may be amended from time to time) granting exemptive relief to the Advisor, the Trust and any investment sub-adviser of any of the Funds from certain provisions of the 1940 Act and the rules promulgated thereunder in respect of each Fund’s status as an exchange-traded fund (“Advisor’s Exemptive Relief”); and (v) that certain order of the SEC dated July 8, 2014 (as may be amended from time to time) granting exemptive relief to the Advisor, the Trust and any investment sub-adviser of any of the Funds from certain provisions of the 1940 Act and the rules promulgated thereunder in respect of permitting (a) each Fund that operate as “funds of funds” to acquire shares of certain registered open-end management investment companies, registered closed-end management investment companies, “business development companies” (as defined by section 2(a)(48) of the 1940 Act), and registered unit investment trusts that are within and outside the same group of investment companies as the acquiring investment companies; and (b) each Fund relying on rule 12d1-2 under the 1940 Act to invest in certain financial instruments that may not be securities within the meaning of section 2(a)(36) of the 1940 Act. The foregoing materials outlined above in sub-clauses (i) through (iv) of this Section 2 are referred to herein below together collectively as the “Policies.” For purposes of compliance with the Policies, the Sub-Adviser shall be entitled to treat the Sub-Advised Assets as though the Sub-Advised Assets constituted the entire Fund, and the Sub-Adviser shall not be responsible in any way for the compliance of any assets of the Fund, other than the Sub-Advised Assets, with the Policies. Subject to the foregoing, the Sub-Adviser Advisor is authorized, in its discretion and without prior consultation with the Adviser, authorized to buy, sell, lend and otherwise trade in any stocks, bonds and other securities and investment instruments and to hold cash on behalf of the Fund, without regard to the length of time the securities have been held and the resulting rate of portfolio turnover or any tax considerations; and the majority or the whole each of the Sub-Advised Assets may be invested in such proportions of stocks, bonds, other securities or investment instruments, or cash, Funds as the Sub-Adviser shall determineAdvisor deems appropriate, in the Sub-Advisor’s sole discretion and without prior consultation with the Advisor, in light of the Policies. Notwithstanding the foregoing provisions of this Section 2(a), however, (i) the Sub-Adviser Advisor shall, upon and in accordance with written instructions from the AdviserAdvisor, effect such portfolio transactions for the Sub-Advised Fund Assets as the Adviser Advisor shall determine are necessary or desirable in order for the a Fund to comply with the Policies, and (ii) upon notice to the Sub-Adviser, the Adviser may effect in-kind redemptions with shareholders of the Fund with securities included within the Sub-Advised Assets.

Sub-Advisory Services. (a) The Sub-Adviser shall, to the extent applicable and subject to the supervision and oversight of the Adviser, manage the investment and reinvestment of such portion of the assets of the FundFund and perform such other obligations, as the Adviser may from time to time allocate to the Sub-Adviser, and the Sub-Adviser for management agrees to undertake, the obligations described in Scheduel B attached hereto, which is incorporated herein by reference (the “Sub-Advised Assets”). The Sub-Adviser shall manage the Sub-Advised Assets and perform such other obligations in conformity with (i) the investment objective, policies and restrictions of the Fund set forth in the Trust’s prospectus and statement of additional information relating to the Fund, as they may be amended from time to time, any additional policies or guidelines, including without limitation compliance policies and procedures, established by the Adviser, the Trust’s Chief Compliance Officer, or by the Trust’s Board of Trustees (“Board”) that have been furnished in writing to the Sub-Adviser, (ii) the written instructions and directions received from the Adviser and the Trust as delivered; and (iii) the requirements of the Investment Company Act of 1940 (the “1940 Act”), the Investment Advisers Act of 1940 (“Advisers Act”), and all other federal and state laws applicable to registered investment companies and the Sub-Adviser’s duties under this Agreement, all as may be in effect from time to time. The foregoing are referred to below together as the “Policies.” SWAN - Sub-Advisory Agreement - ARGI - FINAL For purposes of compliance with the Policies, the Sub-Adviser shall be entitled to treat the Sub-Advised Assets as though the Sub-Advised Assets constituted the entire Fund, and the Sub-Adviser shall not be responsible in any way for the compliance of any assets of the Fund, other than the Sub-Advised Assets, with the Policies. Subject to the foregoing, the Sub-Adviser is authorized, in its discretion and without prior consultation with the Adviser, to buy, sell, lend and otherwise trade in any stocks, bonds and other securities and investment instruments on behalf of the Fund, without regard to the length of time the securities have been held and the resulting rate of portfolio turnover or any tax considerations; and the majority or the whole of the Sub-Advised Assets may be invested in such proportions of stocks, bonds, other securities or investment instruments, or cash, as the Sub-Adviser shall determine. Notwithstanding the foregoing provisions of this Section 2(a), however, (i) the Sub-Adviser shall, upon and in accordance with written instructions from the Adviser, effect such portfolio transactions for the Sub-Advised Assets as the Adviser shall determine are necessary in order for the Fund to comply with the Policies, and (ii) upon notice to the Sub-Adviser, the Adviser may effect in-kind redemptions with shareholders of the Fund with securities included within the Sub-Advised Assets.

Sub-Advisory Services. (a) The Sub-Adviser shall, subject Subject to the written Investment Instructions and supervision and oversight of the Adviser, manage the investment and reinvestment of such portion of the assets of the Fund, as the Adviser may from time to time allocate to furnish, the Sub-Adviser will provide an investment program for the Segment, including investment research and management (with respect to securities and investments, including cash and cash equivalents in the “Sub-Advised Assets”)Segment, and will determine from time to time what securities and other investments will be purchased, retained or sold by and within the Segment. The Sub-Adviser shall manage will implement such determinations through the Sub-Advised Assets in conformity with (i) the investment objectiveplacement, policies and restrictions of the Fund set forth in the Trust’s prospectus and statement of additional information relating to the Fund, as they may be amended from time to time, any additional policies or guidelines, including without limitation compliance policies and procedures, established by the Adviser, the Trust’s Chief Compliance Officer, or by the Trust’s Board of Trustees (“Board”) that have been furnished in writing to the Sub-Adviser, (ii) the written instructions and directions received from the Adviser and the Trust as delivered; and (iii) the requirements of the Investment Company Act of 1940 (the “1940 Act”), the Investment Advisers Act of 1940 (“Advisers Act”), and all other federal and state laws applicable to registered investment companies and the Sub-Adviser’s duties under this Agreement, all as may be in effect from time to time. The foregoing are referred to below together as the “Policies.” For purposes of compliance with the Policies, the Sub-Adviser shall be entitled to treat the Sub-Advised Assets as though the Sub-Advised Assets constituted the entire Fund, and the Sub-Adviser shall not be responsible in any way for the compliance of any assets of the Fund, other than the Sub-Advised Assets, with the Policies. Subject to the foregoing, the Sub-Adviser is authorized, in its discretion and without prior consultation with the Adviser, to buy, sell, lend and otherwise trade in any stocks, bonds and other securities and investment instruments on behalf of the Fund, without regard to of orders for the length of time the securities have been held and the resulting rate execution of portfolio turnover transactions through such brokers or any tax considerations; and the majority or the whole of the Sub-Advised Assets dealers as it may be invested in such proportions of stocks, bonds, other securities or investment instruments, or cash, as select. If the Sub-Adviser shall determineis unable to comply with the Investment Instructions, it must promptly notify the Adviser. Notwithstanding Upon receipt of such notice, the foregoing provisions of this Section 2(a), however, (i) Adviser must withdraw the specific instructions with which the Sub-Adviser shall, upon and in accordance with written instructions from the Adviser, effect such portfolio transactions for the Sub-Advised Assets as the Adviser shall determine are necessary in order for the Fund is unable to comply comply. If an Investment Instruction is inconsistent with the Policiesinvestment guidelines, and (ii) upon notice to investment program, Prospectus or Statement of Additional Information or, in the Sub-Adviser’s opinion, ambiguous or unclear in any respect, the Adviser may effect in-kind redemptions must promptly clarify the instruction with shareholders of the Fund with securities included within the Sub-Advised Assets.Adviser and the Investment Instruction will not operate until it has been clarified. The Sub-Adviser is entitled to rely on the accuracy and validity of any Investment Instruction. The Adviser acknowledges that the Sub-Adviser will manage the Segment on a pre-tax basis and is not required to take into account the Adviser’s, Trustee’s or Fund’s tax position in managing the Segment. In fulfilling its responsibilities hereunder, the Sub-Adviser agrees that it will:

Sub-Advisory Services. (a) The Sub-Adviser shallshall determine what securities (and other financial instruments) shall be purchased for the Funds, subject to what securities (and other financial instruments) shall be held or sold by the supervision Funds and oversight of the Adviser, manage the investment and reinvestment of such what portion of the Funds’ assets shall be held uninvested in cash, subject always to the provisions of the Trust’s Agreement and Declaration of Trust, By-Laws and each Fund’s prospectus and statement of additional information as set forth in the Trust’s registration statement on Form N-1A (the “Registration Statement”) under the 1940 Act, and under the Securities Act of 1933, as amended (the “1933 Act”), covering Fund shares, as filed with the U.S. Securities and Exchange Commission (the “SEC”), and to the investment objectives, policies and restrictions of each Fund, as the Adviser may shall be from time to time allocate in effect and such other limitations, policies and procedures as the Board or the Adviser may reasonably impose from time to time and provide in writing to the Sub-Adviser for management (the “Sub-Advised AssetsInvestment Policies”). The Sub-Adviser shall manage be responsible for promptly informing the SubAdviser (or another investment sub-Advised Assets advisory firm designated by the Adviser (herein, a “Trading Adviser”)) of each such recommendation for each Fund in conformity writing pursuant to mutually agreed notification protocols. In turn, the parties understand and acknowledge that the Adviser or the Trading Adviser, as the case may be, will fully rely on such recommendations for the security (and other financial instrument) purchases, holdings, and sales for each Fund’s investment portfolio; and to that extent, the Trading Adviser’s authority with (i) the investment objective, policies and restrictions of the Fund set forth in the Trust’s prospectus and statement of additional information relating respect to the FundFunds is non-discretionary. However, as they may be amended from time to time, any additional policies or guidelines, including without limitation compliance policies and procedures, established by the Adviser, the Trust’s Chief Compliance Officer, or by the Trust’s Board each of Trustees (“Board”) that have been furnished in writing to the Sub-Adviser, (ii) the written instructions and directions received from the Adviser and the Trust Trading Adviser, as delivered; the case may be, has sole discretion to select brokerage firms to effect the recommended security (and (iiiother financial instrument) purchases and sales. In the requirements of event the Investment Company Act of 1940 (Adviser or the “1940 Act”)Trading Adviser desire clarification on a particular Sub-Adviser recommendation, the Investment Advisers Act of 1940 (“Advisers Act”)Adviser or the Trading Adviser, and all other federal and state laws applicable to registered investment companies and the Sub-Adviser’s duties under this Agreement, all as may be in effect from time to time. The foregoing are referred to below together as the “Policies.” For purposes of compliance with the Policiescase may be, will seek guidance from the Sub-Adviser prior to effecting the transaction in question. Nothing in this Agreement shall be entitled in any way limit the right of the Board or the Adviser to treat establish or revise policies in connection with the Sub-Advised Assets as though management of a Fund’s assets or to otherwise exercise its right to control the Sub-Advised Assets constituted overall management of the entire Trust and each Fund, and the . The Sub-Adviser shall not be responsible in acknowledges that the Board retains ultimate authority over each Fund and may take any way for and all actions necessary and reasonable to protect the compliance interests of any assets of the Fund, other than the Sub-Advised Assets, with the Policies. Subject to the foregoing, the Sub-Adviser is authorized, in its discretion and without prior consultation with the Adviser, to buy, sell, lend and otherwise trade in any stocks, bonds and other securities and investment instruments on behalf of the Fund, without regard to the length of time the securities have been held and the resulting rate of portfolio turnover or any tax considerations; and the majority or the whole of the Sub-Advised Assets may be invested in such proportions of stocks, bonds, other securities or investment instruments, or cash, as the Sub-Adviser shall determine. Notwithstanding the foregoing provisions of this Section 2(a), however, (i) the Sub-Adviser shall, upon and in accordance with written instructions from the Adviser, effect such portfolio transactions for the Sub-Advised Assets as the Adviser shall determine are necessary in order for the Fund to comply with the Policies, and (ii) upon notice to the Sub-Adviser, the Adviser may effect in-kind redemptions with shareholders of the Fund with securities included within the Sub-Advised Assetsshareholders.

Sub-Advisory Services. (a) The Sub-Adviser shall, subject to the supervision and oversight of the Adviser, manage the investment and reinvestment of such portion of the assets of the Fund, as the Adviser may from time to time allocate to the Sub-Adviser for management (the “Sub-Advised Assets”). The Sub-Adviser shall manage determine, from time to time, what securities shall be purchased for the Sub-Advised Assets in conformity with (i) Funds, what securities shall be held or sold by the investment objective, policies Funds and restrictions what portion of the Fund set forth Funds’ assets shall be held uninvested in cash, subject always to the provisions of the Trust’s Agreement and Declaration of Trust, By-Laws and each Fund’s prospectus and statement of additional information relating as set forth in the Trust’s registration statement on Form N-1A (the “Registration Statement”) under the 1940 Act, and under the Securities Act of 1933, as amended (the “1933 Act”), covering Fund shares, as filed with the U.S. Securities and Exchange Commission (the “SEC”), and to the investment objectives, policies and restrictions of each Fund, as they may shall be amended from time to timetime in effect, any additional policies or guidelinesand such other limitations, including without limitation compliance policies and procedures, established by procedures as the Adviser, Board or the Trust’s Chief Compliance Officer, or by the Trust’s Board of Trustees (“Board”) that have been furnished Adviser may reasonably impose from time to time and provide in writing to the Sub-Adviser, (ii) the written instructions and directions received from the Adviser and the Trust as delivered; and (iii) the requirements of the Investment Company Act of 1940 (the “1940 ActInvestment Policies”), the Investment Advisers Act of 1940 (“Advisers Act”), and all other federal and state laws applicable to registered investment companies and the Sub-Adviser’s duties under this Agreement, all as may be in effect from time to time. The foregoing are referred to below together as the “Policies.” For purposes of compliance with the PoliciesTo carry out such obligations, the Sub-Adviser shall be entitled exercise full discretion and act for the Funds in the same manner and with the same force and effect as the Funds themselves might or could do with respect to treat purchases, sales or other transactions, as well as with respect to all other such things necessary or incidental to the Sub-Advised Assets as though the Sub-Advised Assets constituted the entire Fundfurtherance or conduct of such purchases, and sales or other transactions. No reference in this Agreement to the Sub-Adviser having full discretionary authority over each Fund’s investments shall not be responsible in any way for limit the compliance of any assets right of the Fund, other than Board or the Sub-Advised Assets, Adviser to establish or revise policies in connection with the Policiesmanagement of a Fund’s assets or to otherwise exercise its right to control the overall management of the Trust and each Fund. Subject to the foregoing, the The Sub-Adviser is authorized, in its discretion acknowledges that the Board retains ultimate authority over each Fund and without prior consultation with may take any and all actions necessary and reasonable to protect the Adviser, to buy, sell, lend and otherwise trade in any stocks, bonds and other securities and investment instruments on behalf interests of the Fund, without regard to the length of time the securities have been held and the resulting rate of portfolio turnover or any tax considerations; and the majority or the whole of the Sub-Advised Assets may be invested in such proportions of stocks, bonds, other securities or investment instruments, or cash, as the Sub-Adviser shall determine. Notwithstanding the foregoing provisions of this Section 2(a), however, (i) the Sub-Adviser shall, upon and in accordance with written instructions from the Adviser, effect such portfolio transactions for the Sub-Advised Assets as the Adviser shall determine are necessary in order for the Fund to comply with the Policies, and (ii) upon notice to the Sub-Adviser, the Adviser may effect in-kind redemptions with shareholders of the Fund with securities included within the Sub-Advised Assetsshareholders.

Sub-Advisory Services. (a) The Subject always to the supervision of the Trust’s Board of Trustees (“Board”) and the Adviser, the Sub-Adviser shall, to the extent applicable and subject to the supervision and oversight of the Adviser, manage the investment and reinvestment of such portion of the assets of the FundFund and perform such other obligations, as the Adviser may from time to time allocate to the Sub-Adviser, and the Sub-Adviser agrees to undertake, the obligations described in Schedule B attached hereto, which is incorporated herein by reference, for management the sub-advised assets (the “Sub-Advised Assets”)) described in Schedule A attached hereto, which is incorporated herein by reference. The Sub-Adviser shall manage the Sub-Advised Assets and perform such other obligations in conformity with (i) the investment objective, policies and restrictions of the Fund Funds set forth in the Trust’s prospectus and statement of additional information relating to the Fund, as they may be amended from time to time, any additional policies or guidelines, including without limitation compliance policies and procedures, established by the Adviser, the Trust’s Chief Compliance Officer, or by the Trust’s Board of Trustees (“Board”) that have been furnished in writing to the Sub-Adviser, (ii) the written instructions and directions received from the Adviser and the Trust as delivered; (iii) any applicable fiduciary duties it may have to each Fund and (iiiiv) the requirements of the Investment Company Act of 1940 (the “1940 Act”), the Investment Advisers Act of 1940 (“Advisers Act”), and all other federal and state laws applicable to registered investment companies and the Sub-Adviser’s duties under this Agreement, all as may be in effect from time to time. The foregoing are is referred to below together as the “Policies.” For purposes of compliance with the Policies, the Sub-Adviser shall be entitled to treat the Sub-Advised Assets as though the Sub-Advised Assets constituted the an entire Fund, and the Sub-Adviser shall not be responsible in any way for the compliance of any assets of the a Fund, other than the Sub-Advised Assets, with the Policies. Subject to the foregoing, the Sub-Sub- Adviser is authorized, in its discretion and without prior consultation with the Adviser, to buy, sell, lend and otherwise trade in any stocks, bonds and other securities and investment instruments on behalf of the FundFunds, without regard to the length of time the securities have been held and the resulting rate of portfolio turnover or any tax considerations; and the majority or the whole of the Sub-Advised Assets may be invested in such proportions of stocks, bonds, other securities or investment instruments, or cash, as the Sub-Adviser shall determine. Notwithstanding the foregoing provisions of this Section 2(a), however, (i) the Sub-Adviser shall, upon and in accordance with written instructions from the Adviser, effect such portfolio transactions for the Sub-Advised Assets as the Adviser shall determine are necessary in order for the a Fund to comply with the Policies, and (ii) upon notice to the Sub-Adviser, the Adviser may effect in-kind redemptions with shareholders of the a Fund with securities included within the Sub-Advised Assets.

Sub-Advisory Services. (a) The Sub-Adviser Advisor shall, subject to the supervision and oversight of the AdviserAdvisor, manage the investment and reinvestment of such portion all assets of each of the assets of the Fund, as the Adviser may from time to time allocate to the Sub-Adviser for management Funds (the “Sub-Advised Fund Assets”). The Sub-Adviser Advisor shall manage the Sub-Advised Fund Assets in conformity with (i) the investment objective, policies and restrictions of each of the Fund Funds set forth in the Trust’s prospectus and statement Statement of additional information Additional Information (“SAI”) relating to the FundFunds, as they may be amended from time to time, any additional policies or guidelines, including without limitation compliance policies and procedures, established by the AdviserAdvisor, the Trust’s Chief Compliance OfficerOfficer (“Trust CCO”), or by the Trust’s Board of Trustees (“Board”) that have been furnished in writing to the Sub-Adviser, Advisor; (ii) the written instructions and or directions received from delivered by the Adviser and Advisor or the Trust to the Sub-Advisor, as deliveredprovided more particularly below; and (iii) the requirements of the Investment Company Act of 1940 (the “1940 Act”), the Investment Advisers Act of 1940 (“Advisers Act”), and all other federal and state laws applicable to registered investment companies and the Sub-AdviserAdvisor’s duties under this Agreement, all as may be in effect from time to time; (iv) that certain order of the SEC dated May 29, 2013 (as may be amended from time to time) granting exemptive relief to the Advisor, the Trust and any investment sub-adviser of any of the Funds from certain provisions of the 1940 Act and the rules promulgated thereunder in respect of each Fund’s status as an exchange-traded fund (“Advisor’s Exemptive Relief”); and (v) that certain order of the SEC dated July 8, 2014 (as may be amended from time to time) granting exemptive relief to the Advisor, the Trust and any investment sub-adviser of any of the Funds from certain provisions of the 1940 Act and the rules promulgated thereunder in respect of permitting (a) each Fund that operate as “funds of funds” to acquire shares of certain registered open-end management investment companies, registered closed-end management investment companies, “business development companies” (as defined by section 2(a)(48) of the 1940 Act), and registered unit investment trusts that are within and outside the same group of investment companies as the acquiring investment companies; and (b) each Fund relying on rule 12d1-2 under the 1940 Act to invest in certain financial instruments that may not be securities within the meaning of section 2(a)(36) of the 1940 Act. The foregoing materials outlined above in sub-clauses (i) through (iv) of this Section 2 are referred to herein below together collectively as the “Policies.” For purposes of compliance with the Policies, the Sub-Adviser shall be entitled to treat the Sub-Advised Assets as though the Sub-Advised Assets constituted the entire Fund, and the Sub-Adviser shall not be responsible in any way for the compliance of any assets of the Fund, other than the Sub-Advised Assets, with the Policies. Subject to the foregoing, the Sub-Adviser Advisor is authorized, in its discretion and without prior consultation with the Adviser, authorized to buy, sell, lend and otherwise trade in any stocks, bonds and other securities and investment instruments and to hold cash on behalf of the Fund, without regard to the length of time the securities have been held and the resulting rate of portfolio turnover or any tax considerations; and the majority or the whole each of the Sub-Advised Assets may be invested in such proportions of stocks, bonds, other securities or investment instruments, or cash, Funds as the Sub-Adviser shall determineAdvisor deems appropriate, in the Sub-Advisor’s sole discretion and without prior consultation with the Advisor, in light of the Policies. Notwithstanding the foregoing provisions of this Section 2(a), however, (i) the Sub-Adviser Advisor shall, upon and in accordance with written instructions from the AdviserAdvisor, effect such portfolio transactions for the Sub-Advised Fund Assets as the Adviser Advisor shall determine are necessary or desirable in order for the a Fund to comply with the Policies, and (ii) upon notice to the Sub-Adviser, the Adviser may effect in-kind redemptions with shareholders of the Fund with securities included within the Sub-Advised Assets.