Common use of Sub-Advisory Services Clause in Contracts

Sub-Advisory Services. a. The Sub-Adviser shall, subject to the supervision of the Manager and in cooperation with any administrator appointed by the Manager (the "Administrator"), manage the investment and reinvestment of the assets of the Series. Subject to paragraph 1.g. below, the Sub-Adviser shall manage the Series in conformity with (1) the investment objective, policies and restrictions of the Series set forth in the Trust's prospectus and statement of additional information, as revised or supplemented from time to time, relating to the Series (the "Prospectus"), (2) any additional policies or guidelines established by the Manager or by the Trust's trustees that have been furnished in writing to the Sub-Adviser and (3) the provisions of the Internal Revenue Code (the "Code") applicable to "regulated investment companies" (as defined in Section 851 of the Code) and "segregated asset accounts" (as defined in Section 817 of the Code), all as from time to time in effect (collectively, the "Policies"), and with all applicable provisions of law, including without limitation all applicable provisions of the Investment Company Act of 1940, as amended (the "1940 Act") and the rules and regulations thereunder. Subject to the foregoing, the Sub-Adviser is authorized, in its discretion and without prior consultation with the Manager, to buy, sell, lend and otherwise trade in any stocks, bonds and other securities and investment instruments on behalf of the Series, 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 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 1.a, however, the Sub-Adviser shall, upon written instructions from the Manager, effect such portfolio transactions for the Series as the Manager shall determine are necessary in order for the Series to comply with the Policies. b. The Sub-Adviser shall furnish the Manager and the Administrator daily, weekly, monthly, quarterly and/or annual reports concerning transactions and performance of the Series in such form as may be mutually agreed upon, and agrees 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 to the Trustees of the Trust pursuant to Section 15(c) of the 1940 Act. c. The Sub-Adviser shall provide to the Manager a copy of the Sub- Adviser's Form ADV as filed with the Securities and Exchange Commission and as amended from time to time and a list of the persons whom the Sub-Adviser wishes to have authorized to give written and/or oral instructions to custodians of assets of the Series. d. The Sub-Adviser will consult with and assist the Series' pricing agent regarding the valuation of securities that are not registered for public sale, not traded on any securities markets, or otherwise may be deemed illiquid for purposes of the 1940 Act and for which market quotations are not readily available. e. Unless the Manager gives the Sub-Adviser written instructions to the contrary, the Sub-Adviser shall use its good faith judgment in a manner which it reasonably believes best serves the interest of the Series' shareholders to vote or abstain from voting all proxies solicited by or with respect to the issuers of securities in which assets of the Series are invested. f. The Manager shall provide the Sub-Adviser with a list of entities with which the Sub-Adviser is restricted from engaging in transactions on behalf of the Series. The Sub-Adviser shall be responsible for complying with this restricted list and any changes thereto 10 business days after its receipt. g. The Manager acknowledges that the Sub-Adviser is not the compliance agent for the Series and does not have access to all of the Series' books and records necessary to perform certain compliance testing. However, the Sub-Adviser shall perform compliance testing with respect to the Series based upon information in its possession and upon written instructions, if any, received from the Manager or the Administrator and shall not be held in breach of this Agreement so long as it performs in accordance with such information and instructions.

Sub-Advisory Services. a. The Sub-Adviser shall, subject to the supervision of the Manager and in cooperation with any administrator appointed by the Manager (the "“Administrator"”), manage the investment and reinvestment of the assets of the SeriesPortfolio. Subject to paragraph 1.g. below, the The Sub-Adviser shall manage the Series Portfolio in conformity with (1) the investment objective, policies and restrictions of the Series Portfolio set forth in the Trust's Fund’s prospectus and statement of additional information, as revised or supplemented from time to time, information relating to the Series (the "Prospectus")Portfolio, (2) any additional policies or guidelines established by the Manager or by the Trust's trustees Fund’s directors that have been furnished in writing to the Sub-Adviser and (3) the provisions of the Internal Revenue Code (the "“Code"”) applicable to "“regulated investment companies" ” (as defined in Section 851 of the Code) and "segregated asset accounts" (as defined in Section 817 of the Code), all as from time to time in effect (collectively, the "“Policies"”), and with all applicable provisions of law, including without limitation all applicable provisions of the Investment Company Act of 1940, as amended 1940 (the "“1940 Act"”) and the rules and regulations thereunder. Subject to the foregoing, the Sub-Adviser is authorized, in its discretion and without prior consultation with the Manager, to buy, sell, lend and otherwise trade in any stocks, bonds and other securities and investment instruments on behalf of the SeriesPortfolio, 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 Series Portfolio 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 1.a, however, the Sub-Adviser shall, upon written instructions from the Manager, effect such portfolio transactions for the Series Portfolio as the Manager shall determine are necessary in order for the Series Portfolio to comply with the Policies. b. The Sub-Adviser shall furnish the Manager and the Administrator daily, weekly, monthly, quarterly and/or and annual reports concerning transactions and performance of the Series Portfolio in such form as may be mutually agreed upon, and agrees to review the Series Portfolio and discuss the management of the Series Portfolio with representatives or agents of the Manager, the Administrator or the Trust Fund at their reasonable request. The Sub-Adviser shall permit all books and records with respect to the Series Portfolio 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 Fund with such other information and reports as may reasonably be requested by the Manager, the Administrator or the Trust Fund from time to time, including without limitation all material as reasonably may be requested to the Trustees Directors of the Trust Fund pursuant to Section 15(c) of the 1940 Act. c. The Sub-Adviser shall provide to the Manager a copy of the Sub- Sub-Adviser's Form ’s and DSA-NY’s respective Forms ADV as filed with the Securities and Exchange Commission and as amended from time to time and a list of the persons whom the Sub-Adviser wishes to have authorized to give written and/or oral instructions to custodians of assets of the SeriesPortfolio. d. The Sub-Adviser will consult with and assist the Series' pricing agent regarding the valuation of securities that are not registered for public sale, not traded on any securities markets, or otherwise may be deemed illiquid for purposes of the 1940 Act and for which market quotations are not readily available. e. Unless the Manager gives the Sub-Adviser written instructions to the contrary, the Sub-Adviser shall use its good faith judgment in a manner which it reasonably believes best serves the interest of the Series' shareholders to vote or abstain from voting all proxies solicited by or with respect to the issuers of securities in which assets of the Series are invested. f. The Manager shall provide the Sub-Adviser with a list of entities with which the Sub-Adviser is restricted from engaging in transactions on behalf of the Series. The Sub-Adviser shall be responsible for complying with this restricted list and any changes thereto 10 business days after its receipt. g. The Manager acknowledges that the Sub-Adviser is not the compliance agent for the Series and does not have access to all of the Series' books and records necessary to perform certain compliance testing. However, the Sub-Adviser shall perform compliance testing with respect to the Series based upon information in its possession and upon written instructions, if any, received from the Manager or the Administrator and shall not be held in breach of this Agreement so long as it performs in accordance with such information and instructions.

Sub-Advisory Services. a. The Sub-Adviser shall, subject to the supervision of the Manager and in cooperation with any administrator appointed by the Manager (the "Administrator"), manage the investment and reinvestment of the assets of the SeriesPortfolio. Subject to paragraph 1.g. below, the Sub-Adviser shall manage the Series Portfolio in conformity with (1) the investment objective, policies and restrictions of the Series Portfolio set forth in the TrustFund's prospectus and statement of additional information, as revised or supplemented from time to time, relating to the Series Portfolio (the "Prospectus"), (2) any additional policies or guidelines established by the Manager or by the TrustFund's trustees directors that have been furnished in writing to the Sub-Adviser and (3) the provisions of the Internal Revenue Code (the "Code") applicable to "regulated investment companies" (as defined in Section 851 of the Code) and "segregated asset accounts" (as defined in Section 817 of the Code), all as from time to time in effect (collectively, the "Policies"), and with all applicable provisions of law, including without limitation all applicable provisions of the Investment Company Act of 1940, as amended (the "1940 Act") and the rules and regulations thereunder. Subject to the foregoing, the Sub-Adviser is authorized, in its discretion and without prior consultation with the Manager, to buy, sell, lend and otherwise trade in any stocks, bonds and other securities and investment instruments on behalf of the SeriesPortfolio, 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 Series Portfolio 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 1.a, however, the Sub-Adviser shall, upon written instructions from the Manager, effect such portfolio transactions for the Series Portfolio as the Manager shall determine are necessary in order for the Series Portfolio to comply with the Policies. b. The Sub-Adviser shall furnish the Manager and the Administrator daily, weekly, monthly, quarterly and/or annual reports concerning transactions and performance of the Series Portfolio in such form as may be mutually agreed upon, and agrees to review the Series Portfolio and discuss the management of the Series Portfolio with representatives or agents of the Manager, the Administrator or the Trust Fund at their reasonable request. The Sub-Adviser shall permit all books and records with respect to the Series Portfolio 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 Fund with such other information and reports as may reasonably be requested by the Manager, the Administrator or the Trust Fund from time to time, including without limitation all material as reasonably may be requested to the Trustees Directors of the Trust Fund pursuant to Section 15(c) of the 1940 Act. c. The Sub-Adviser shall provide to the Manager a copy of the Sub- Sub-Adviser's Form ADV as filed with the Securities and Exchange Commission and as amended from time to time and a list of the persons whom the Sub-Adviser wishes to have authorized to give written and/or oral instructions to custodians of assets of the SeriesPortfolio. d. The Sub-Adviser will consult with and assist the Series' Portfolio's pricing agent regarding the valuation of securities that are not registered for public sale, not traded on any securities markets, or otherwise may be deemed illiquid for purposes of the 1940 Act and for which market quotations are not readily available. e. Unless the Manager gives the Sub-Adviser written instructions to the contrary, the Sub-Adviser shall use its good faith judgment in a manner which it reasonably believes best serves the interest of the Series' Portfolio's shareholders to vote or abstain from voting all proxies solicited by or with respect to the issuers of securities in which assets of the Series Portfolio are invested. f. The Manager shall provide the Sub-Adviser with a list of entities with which the Sub-Adviser is restricted from engaging in transactions on behalf of the SeriesPortfolio. The Sub-Adviser shall be responsible for complying with this restricted list and any changes thereto 10 business days after its receipt. g. The Manager acknowledges that the Sub-Adviser is not the compliance agent for the Series Portfolio and does not have access to all of the Series' Portfolio's books and records necessary to perform certain compliance testing. However, the Sub-Adviser shall perform compliance testing with respect to the Series Portfolio based upon information in its possession and upon written instructions, if any, received from the Manager or the Administrator and shall not be held in breach of this Agreement so long as it performs in accordance with such information and instructions.

Sub-Advisory Services. a. The Sub-Adviser shall, subject to the supervision of the Manager and in cooperation with any administrator appointed by the Manager (the "“Administrator"”), manage the investment and reinvestment of the assets of the SeriesPortfolio. Subject to paragraph 1.g. below, the Sub-Adviser shall manage the Series Portfolio in conformity with (1) the investment objective, policies and restrictions of the Series Portfolio set forth in the Trust's Fund’s prospectus and statement of additional information, as revised or supplemented from time to time, relating to the Series Portfolio (the "“Prospectus"”), (2) any additional policies or guidelines established by the Manager or by the Trust's trustees Fund’s directors that have been furnished in writing to the Sub-Adviser and (3) the provisions of the Internal Revenue Code (the "“Code"”) applicable to "“regulated investment companies" ” (as defined in Section 851 of the Code) and "“segregated asset accounts" ” (as defined in Section 817 of the Code), all as from time to time in effect (collectively, the "“Policies"”), and with all applicable provisions of law, including without limitation all applicable provisions of the Investment Company Act of 1940, as amended (the "“1940 Act"”) and the rules and regulations thereunder. Subject to the foregoing, the Sub-Adviser is authorized, in its discretion and without prior consultation with the Manager, to buy, sell, lend and otherwise trade in any stocks, bonds and other securities and investment instruments on behalf of the SeriesPortfolio, 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 Series Portfolio 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 1.a, however, the Sub-Adviser shall, upon written instructions from the Manager, effect such portfolio transactions for the Series Portfolio as the Manager shall determine are necessary in order for the Series Portfolio to comply with the Policies. b. The Sub-Adviser shall furnish the Manager and the Administrator daily, weekly, monthly, quarterly and/or annual reports concerning transactions and performance of the Series Portfolio in such form as may be mutually agreed upon, and agrees to review the Series Portfolio and discuss the management of the Series Portfolio with representatives or agents of the Manager, the Administrator or the Trust Fund at their reasonable request. The Sub-Adviser shall permit all books and records with respect to the Series Portfolio 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 Fund with such other information and reports as may reasonably be requested by the Manager, the Administrator or the Trust Fund from time to time, including without limitation all material as reasonably may be requested to the Trustees Directors of the Trust Fund pursuant to Section 15(c) of the 1940 Act. c. The Sub-Adviser shall provide to the Manager a copy of the Sub- Sub-Adviser's ’s Form ADV as filed with the Securities and Exchange Commission and as amended from time to time and a list of the persons whom the Sub-Adviser wishes to have authorized to give written and/or oral instructions to custodians of assets of the SeriesPortfolio. d. The Sub-Adviser will consult with and assist the Series' Portfolio’s pricing agent regarding the valuation of securities that are not registered for public sale, not traded on any securities markets, or otherwise may be deemed illiquid for purposes of the 1940 Act and for which market quotations are not readily available. e. Unless the Manager gives the Sub-Adviser written instructions to the contrary, the Sub-Adviser shall use its good faith judgment in a manner which it reasonably believes best serves the interest of the Series' Portfolio’s shareholders to vote or abstain from voting all proxies solicited by or with respect to the issuers of securities in which assets of the Series Portfolio are invested. f. The Manager shall provide the Sub-Adviser with a list of entities with which the Sub-Adviser is restricted from engaging in transactions on behalf of the SeriesPortfolio. The Sub-Adviser shall be responsible for complying with this restricted list and any changes thereto 10 business days after its receipt. g. The Manager acknowledges that the Sub-Adviser is not the compliance agent for the Series Portfolio and does not have access to all of the Series' Portfolio’s books and records necessary to perform certain compliance testing. However, the Sub-Adviser shall perform compliance testing with respect to the Series Portfolio based upon information in its possession and upon written instructions, if any, received from the Manager or the Administrator and shall not be held in breach of this Agreement so long as it performs in accordance with such information and instructions.

Sub-Advisory Services. a. (a) The Sub-Adviser shall, subject to the supervision of the Manager and the Trustees, and in cooperation with any custodian and administrator appointed by the Manager performing the duties of a custodian (the "Custodian"), and administrator (the "Administrator"), ) manage the investment and reinvestment of the assets of the SeriesFund. Subject to paragraph 1.g. below, the Sub-The Adviser shall manage the Series Fund in conformity with (1with: i) the The investment objective, policies and restrictions of the Series Fund as set forth in the TrustFund's prospectus and statement of additional informationthen-current registration statement, as revised or supplemented filed with the SEC from time to time; and ii) Any procedures, relating to the Series (the "Prospectus"), (2) any additional policies or guidelines established by the Manager or by the Trust's trustees that have been Trustees and furnished in writing to the Sub-Adviser and (3Adviser; and iii) the The provisions of Subchapter M of the Internal Revenue Code (the "Code") applicable to "regulated investment companies" (as defined in Section 851 of the Code) and "segregated asset accounts" (as defined in Section 817 of the Code)1986, all as from time to time in effect (collectively, the "Policies"), and with all applicable provisions of law, including without limitation all applicable provisions of the Investment Company Act of 1940, as amended (the "1940 Act") and the rules and regulations thereunder, as amended from time to time (the "Code"); and iv) Other applicable provisions of the Code relating to the qualification of a regulated investment company including, without limitation, the diversification requirements under Section 817(h) of the Code; and v) The provisions of the 1940 Act and all other applicable federal and state laws and regulations (collectively, the "Investment Guidelines"). Subject to the foregoing, the Sub-Adviser is authorized, in its discretion and without prior consultation with the Manager, to buy, sell, lend and otherwise trade in any stocks, bonds and other securities and investment instruments on behalf of the SeriesFund, 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 Series Fund may be invested in such proportions of stocks, bonds, other securities or investment instruments, or cash, as the Sub-Adviser shall shall, in its best judgment, determine. Notwithstanding the foregoing any provisions of this Section 1.a, however2(a) to the contrary, the Sub-Adviser shall, upon written instructions from the Manager, effect such portfolio transactions for the Series Fund as the Manager shall determine are necessary in order for the Series Fund to comply with the Policies. b. above enumerated requirements. The Sub-Adviser shall furnish the Manager Manager, the Custodian, and the Administrator dailyAdministrator, weeklyas appropriate, with monthly, quarterly and/or and annual reports concerning transactions transactions, performance, and performance management of the Series Fund in such form as the Manager may be mutually reasonably request, and as agreed uponto by Adviser with regard to format only, to assure comparability with other information provided to the Board of Trustees, and agrees to review the Series Fund and discuss the management of the Series Fund with representatives or agents of the Manager, the Administrator or the Trust Administrator, at their reasonable request. The Sub-Adviser shall permit access to all books and records with respect to the Series to be inspected and audited by the Manager and the Administrator at all reasonable times Fund during normal business hours, upon on reasonable notice. The Sub-Adviser shall also provide the Manager, the Administrator or the Trust Administrator, with such other information and reports as the Manager or the Administrator may reasonably be requested by the Manager, the Administrator or the Trust request from time to time. The Adviser shall make the portfolio manager(s) or their investment representative designees(s) available for presentations (via telephone or in person, including without limitation all material as reasonably may be requested at the option of the portfolio manager) to the Trustees at a meeting of the Trust pursuant Board of Trustees at least annually, as well as at other meetings as may be reasonably requested. (b) The Adviser shall make available to Section 15(c) the Manager, promptly upon request, any of the 1940 Act. c. The Sub-Adviser shall provide Fund's investment records and ledgers as are necessary to assist the Manager a copy of the Sub- Adviser's Form ADV as filed to comply with the Securities and Exchange Commission and as amended from time to time and a list of the persons whom the Sub-Adviser wishes to have authorized to give written and/or oral instructions to custodians of assets of the Series. d. The Sub-Adviser will consult with and assist the Series' pricing agent regarding the valuation of securities that are not registered for public sale, not traded on any securities markets, or otherwise may be deemed illiquid for purposes requirements of the 1940 Act and for which market quotations are not readily available. e. Unless the Manager gives Advisers Act, as well as other applicable laws and regulations, and will furnish to regulatory authorities having the Sub-Adviser written instructions requisite authority any information or reports relating to its services under this Agreement that may be requested in order to ascertain whether the contrary, the Sub-Adviser shall use its good faith judgment Fund is being managed in a manner which it reasonably believes best serves consistent with applicable laws and regulations. (c) The Adviser shall, in connection with the interest purchase and sale of securities for the Fund, arrange for the transmission to the Custodian on a daily basis, such confirmations, trade tickets, and other documents and information, including, but not limited to, Cusip, Sedol, or other numbers that identify securities to be purchased or sold on behalf of the Series' shareholders Fund, as may be reasonably necessary to vote or abstain from voting all proxies solicited by or enable the Custodian to perform its responsibilities with respect to the issuers of Fund, and, with respect to portfolio securities in which assets to be purchased or sold through the Depository Trust Company, and will arrange for the automatic transmission of the Series are investedconfirmation of such trades to the Custodian. f. (d) The Adviser or its affiliate shall prepare and file any schedule or notification required by Regulation 13D-G under the Securities Exchange Act of 1934, as amended. (e) The Adviser shall review all proxy solicitation materials and be responsible for voting and handling all proxies in relation to the securities held by the Fund. The Adviser shall instruct the Custodian, the Administrator, and other parties providing services to the Fund to promptly forward misdirected proxy materials to the Adviser. (f) The Manager shall provide perform quarterly and annual tax compliance tests to ensure that the Sub-Adviser Fund is in compliance with a list of entities with which the Sub-Adviser is restricted from engaging in transactions on behalf Subchapter M of the SeriesCode and Section 817(h) of the Code. In connection with such compliance tests, the Manager shall prepare and provide reports to the Adviser within ten (10) business days of a calendar quarter end relating to the diversification of the Fund under Subchapter M and Section 817(h) of the Code. The Sub-Adviser Manager shall be responsible review such reports for complying purposes of determining compliance with this restricted list and any changes thereto 10 business days after its receipt. g. The Manager acknowledges such diversification requirements. If it is determined that the Sub-Adviser Fund is not in compliance with the compliance agent for the Series and does not have access to all of the Series' books and records necessary to perform certain compliance testing. Howeverrequirements noted above, the Sub-Adviser shall perform Adviser, upon notification from and in consultation with the Manager, will take prompt action to bring the Fund back into compliance testing with respect to within the Series based upon information in its possession and upon written instructions, if any, received from time permitted under the Manager or the Administrator and shall not be held in breach of this Agreement so long as it performs in accordance with such information and instructionsCode.

Sub-Advisory Services. a. The Sub-Adviser shall, subject to the supervision of the Manager and in cooperation with of any administrator appointed by the Manager (the "Administrator"), manage the investment and reinvestment of such portion of the assets of the SeriesSeries designated as the "▇▇▇▇▇▇ ▇▇▇▇▇▇ Large Cap Growth Discipline" as the Manager may from time to time allocate to the Sub-Adviser for management (the "Segment") and the Sub-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. Subject to paragraph 1.g. below, the The Sub-Adviser shall manage the Series Segment in conformity with (1) the investment objective, policies and restrictions of the Series set forth in the Trust's prospectus and statement of additional information, as revised or supplemented from time to time, information relating to the Series (the "Prospectus")Series, (2) any additional policies or guidelines established by the Manager or by the Trust's trustees that have been furnished in writing to the Sub-Adviser and (3) the provisions of the Internal Revenue Code (the "Code") applicable to "regulated investment companies" (as defined in Section 851 of the Code) and "segregated asset accounts" (as defined in Section 817 of the Code), all as from time to time in effect (collectively, the "Policies"), and with all applicable provisions of law, including without limitation all applicable provisions of the Investment Company Act of 1940, as amended 1940 (the "1940 Act") and the rules and regulations thereunder. For purposes of compliance with the Policies, the Sub-Adviser shall be entitled to treat the Segment as though the Segment constituted the entire Series, and the Sub-Adviser shall not be responsible in any way for the compliance of any assets of the Series, other than the Segment, 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 Manager, to buy, sell, lend and otherwise trade in any stocks, bonds and other securities and investment instruments on behalf of the Series, 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 Series 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 1.a, ; however, the Sub-Adviser shall, upon written instructions from the Manager, effect such portfolio transactions for the Series Segment as the Manager shall determine are necessary in order for the Series to comply with the Policies. b. The Sub-Adviser shall furnish the Manager and the Administrator daily, weekly, monthly, quarterly and/or annual reports concerning transactions and performance of the Series in such form as may be mutually agreed upon, and agrees 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 to the Trustees of the Trust pursuant to Section 15(c) of the 1940 Act. c. The Sub-Adviser shall provide to the Manager a copy of the Sub- Adviser's Form ADV as filed with the Securities and Exchange Commission and as amended from time to time and a list of the persons whom the Sub-Adviser wishes to have authorized to give written and/or oral instructions to custodians of assets of the Series. d. The Sub-Adviser will consult with and assist the Series' pricing agent regarding the valuation of securities that are not registered for public sale, not traded on any securities markets, or otherwise may be deemed illiquid for purposes of the 1940 Act and for which market quotations are not readily available. e. Unless the Manager gives the Sub-Adviser written instructions to the contrary, the Sub-Adviser shall use its good faith judgment in a manner which it reasonably believes best serves the interest of the Series' shareholders to vote or abstain from voting all proxies solicited by or with respect to the issuers of securities in which assets of the Series are invested. f. The Manager shall provide the Sub-Adviser with a list of entities with which the Sub-Adviser is restricted from engaging in transactions on behalf of the Series. The Sub-Adviser shall be responsible for complying with this restricted list and any changes thereto 10 business days after its receipt. g. The Manager acknowledges that the Sub-Adviser is not the compliance agent for the Series and does not have access to all of the Series' books and records necessary to perform certain compliance testing. However, the Sub-Adviser shall perform compliance testing with respect to the Series based upon information in its possession and upon written instructions, if any, received from the Manager or the Administrator and shall not be held in breach of this Agreement so long as it performs in accordance with such information and instructions.

Sub-Advisory Services. a. The Sub-Adviser shall, subject to the supervision of the Manager and in cooperation with of any administrator appointed by the Manager (the "Administrator"), manage the investment and reinvestment of such portion of the assets of the SeriesSeries designated as the "▇▇▇▇▇▇▇▇▇▇ International Developed Markets Discipline" as the Manager may from time to time allocate to the Sub-Adviser for management (the "Segment") and the Sub-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. Subject to paragraph 1.g. below, the The Sub-Adviser shall manage the Series Segment in conformity with (1) the investment objective, policies and restrictions of the Series set forth in the Trust's prospectus and statement of additional information, as revised or supplemented from time to time, information relating to the Series (the "Prospectus")Series, (2) any additional policies or guidelines established by the Manager or by the Trust's trustees that have been furnished in writing to the Sub-Adviser and (3) the provisions of the Internal Revenue Code of 1986, as amended (the "Code") applicable to "regulated investment companies" (as defined in Section 851 of the Code) and "segregated asset accounts" (as defined in Section 817 of the Code), all as from time to time-to-time in effect (collectively, the "Policies"), and with all applicable provisions of law, including without limitation all applicable provisions of the Investment Company Act of 1940, as amended (the "1940 Act") and the rules and regulations thereunder. For purposes of compliance with the Policies, the Sub-Adviser shall be entitled to treat the Segment as though the Segment constituted the entire Series, and the Sub-Adviser shall not be responsible in any way for the compliance of any assets of the Series, other than the Segment, 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 Manager, to buy, sell, lend and otherwise trade in any stocks, bonds and other securities and investment instruments on behalf of the Series, 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 Series 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 1.a, ; however, the Sub-Adviser shall, upon written instructions from the Manager, effect such portfolio transactions for the Series Segment as the Manager shall determine are necessary in order for the Series to comply with the Policies. b. The Sub-Adviser shall furnish the Manager and the Administrator daily, weekly, monthly, quarterly and/or annual reports concerning transactions and performance of the Series in such form as may be mutually agreed upon, and agrees 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 to the Trustees of the Trust pursuant to Section 15(c) of the 1940 Act. c. The Sub-Adviser shall provide to the Manager a copy of the Sub- Adviser's Form ADV as filed with the Securities and Exchange Commission and as amended from time to time and a list of the persons whom the Sub-Adviser wishes to have authorized to give written and/or oral instructions to custodians of assets of the Series. d. The Sub-Adviser will consult with and assist the Series' pricing agent regarding the valuation of securities that are not registered for public sale, not traded on any securities markets, or otherwise may be deemed illiquid for purposes of the 1940 Act and for which market quotations are not readily available. e. Unless the Manager gives the Sub-Adviser written instructions to the contrary, the Sub-Adviser shall use its good faith judgment in a manner which it reasonably believes best serves the interest of the Series' shareholders to vote or abstain from voting all proxies solicited by or with respect to the issuers of securities in which assets of the Series are invested. f. The Manager shall provide the Sub-Adviser with a list of entities with which the Sub-Adviser is restricted from engaging in transactions on behalf of the Series. The Sub-Adviser shall be responsible for complying with this restricted list and any changes thereto 10 business days after its receipt. g. The Manager acknowledges that the Sub-Adviser is not the compliance agent for the Series and does not have access to all of the Series' books and records necessary to perform certain compliance testing. However, the Sub-Adviser shall perform compliance testing with respect to the Series based upon information in its possession and upon written instructions, if any, received from the Manager or the Administrator and shall not be held in breach of this Agreement so long as it performs in accordance with such information and instructions.

Sub-Advisory Services. a. The Sub-Adviser shall, subject to the supervision of the Manager and in cooperation with of any administrator appointed by the Manager (the "Administrator"), manage the investment and reinvestment of such portion of the assets of the SeriesSeries designated as the "▇▇▇▇▇▇ Associates Large Cap Value Discipline" as the Manager may from time to time allocate to the Sub-Adviser for management (the "Segment") and the Sub-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. Subject to paragraph 1.g. below, the The Sub-Adviser shall manage the Series Segment in conformity with (1) the investment objective, policies and restrictions of the Series set forth in the Trust's prospectus and statement of additional information, as revised or supplemented from time to time, information relating to the Series (the "Prospectus")Series, (2) any additional policies or guidelines established by the Manager or by the Trust's trustees that have been furnished in writing to the Sub-Adviser and (3) the provisions of the Internal Revenue Code (the "Code") applicable to "regulated investment companies" (as defined in Section 851 of the Code) and "segregated asset accounts" (as defined in Section 817 of the Code), all as from time to time in effect (collectively, the "Policies"), and with all applicable provisions of law, including without limitation all applicable provisions of the Investment Company Act of 1940, as amended 1940 (the "1940 Act") and the rules and regulations thereunder. For purposes of compliance with the Policies, the Sub-Adviser shall be entitled to treat the Segment as though the Segment constituted the entire Series, and the Sub-Adviser shall not be responsible in any way for the compliance of any assets of the Series, other than the Segment, 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 Manager, to buy, sell, lend and otherwise trade in any stocks, bonds and other securities and investment instruments on behalf of the Series, 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 Series 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 1.a, ; however, the Sub-Adviser shall, upon written instructions from the Manager, effect such portfolio transactions for the Series Segment as the Manager shall determine are necessary in order for the Series to comply with the Policies. b. The Sub-Adviser shall furnish the Manager and the Administrator daily, weekly, monthly, quarterly and/or annual reports concerning transactions and performance of the Series in such form as may be mutually agreed upon, and agrees 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 to the Trustees of the Trust pursuant to Section 15(c) of the 1940 Act. c. The Sub-Adviser shall provide to the Manager a copy of the Sub- Adviser's Form ADV as filed with the Securities and Exchange Commission and as amended from time to time and a list of the persons whom the Sub-Adviser wishes to have authorized to give written and/or oral instructions to custodians of assets of the Series. d. The Sub-Adviser will consult with and assist the Series' pricing agent regarding the valuation of securities that are not registered for public sale, not traded on any securities markets, or otherwise may be deemed illiquid for purposes of the 1940 Act and for which market quotations are not readily available. e. Unless the Manager gives the Sub-Adviser written instructions to the contrary, the Sub-Adviser shall use its good faith judgment in a manner which it reasonably believes best serves the interest of the Series' shareholders to vote or abstain from voting all proxies solicited by or with respect to the issuers of securities in which assets of the Series are invested. f. The Manager shall provide the Sub-Adviser with a list of entities with which the Sub-Adviser is restricted from engaging in transactions on behalf of the Series. The Sub-Adviser shall be responsible for complying with this restricted list and any changes thereto 10 business days after its receipt. g. The Manager acknowledges that the Sub-Adviser is not the compliance agent for the Series and does not have access to all of the Series' books and records necessary to perform certain compliance testing. However, the Sub-Adviser shall perform compliance testing with respect to the Series based upon information in its possession and upon written instructions, if any, received from the Manager or the Administrator and shall not be held in breach of this Agreement so long as it performs in accordance with such information and instructions.

Sub-Advisory Services. a. The Sub-Adviser shall, subject to the supervision of the Manager and in cooperation with of any administrator appointed by the Manager (the "“Administrator"”), manage the investment and reinvestment of such portion the assets of each Fund as the Series. Subject Manager or its designee may from time to paragraph 1.g. belowtime allocate to the Sub-Adviser for management (each a “Segment” and, collectively, the “Segments”). The Sub-Adviser shall 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-Adviser shall manage the Series each Segment in conformity with (1) the investment objective, policies and restrictions of the Series applicable Segment of the applicable Fund set forth in the Trust's ’s prospectus and statement of additional information, as revised or supplemented from time to time, information relating to the Series (the "Prospectus")Fund, (2) any additional policies or guidelines established by the Manager or by the Trust's ’s trustees that have been furnished in writing to the Sub-Adviser and (3) the provisions of the Internal Revenue Code as amended (the "“Code"”) applicable to "“regulated investment companies" ” (as defined in Section 851 of the Code) and "segregated asset accounts" (as defined in Section 817 of the Code), all as from time to time in effect (collectively, the "“Policies"”), and with all applicable provisions of law, including without limitation all applicable provisions of the Investment Company Act of 1940, as amended (the "“1940 Act"”) and the rules and regulations thereunder. For purposes of compliance with the Policies, the Sub-Adviser shall be entitled to treat each Segment as though the Segment constituted the entire Fund, and the Sub-Adviser shall not be responsible in any way for the compliance of any assets of the Funds, other than the Segments, 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 Manager, to buy, sell, lend and otherwise trade in any stocks, bonds and other securities and investment instruments on behalf of the SeriesFunds, 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 Series 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 1.a, however, the Sub-Adviser shall, upon written instructions from the Manager, effect such portfolio transactions for the Series a Segment as the Manager shall determine are necessary in order for the Series applicable Fund to comply with the Policies. b. The Sub-Adviser shall furnish the Manager and the Administrator daily, weekly, monthly, quarterly and/or and annual reports concerning portfolio transactions and performance of the Series Segments in such form as may be mutually agreed upon, and agrees to review the Series Segments and discuss the management of the Series Segments with representatives or agents of the Manager, Manager and the Administrator or the Trust at their reasonable requestAdministrator. The Sub-Adviser shall permit all books and records with respect to the Series Segments 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 Manager with such other information and reports as may reasonably be requested by the Manager, the Administrator or the Trust Manager from time to time, including without limitation all material as reasonably may requested by or required to be requested delivered to the Trustees of the Trust pursuant to Section 15(c) of the 1940 ActTrust. c. The Sub-Adviser shall provide to the Manager a copy of the Sub- Sub-Adviser's ’s Form ADV as filed with the Securities and Exchange Commission and as amended from time to time and a list of the persons whom the Sub-Adviser wishes to have authorized to give written and/or oral instructions to custodians of assets of the SeriesFunds. d. The Sub-Adviser will consult with and assist the Series' pricing agent regarding the valuation of securities that are not registered for public sale, not traded on any securities markets, or otherwise may be deemed illiquid for purposes of the 1940 Act and for which market quotations are not readily available. e. Unless the Manager gives the Sub-Adviser written instructions to the contrary, the Sub-Adviser shall use its good faith judgment in a manner which it reasonably believes best serves the interest of the Series' shareholders to vote or abstain from voting all proxies solicited by or with respect to the issuers of securities in which assets of the Series are invested. f. The Manager shall provide the Sub-Adviser with a list of entities with which the Sub-Adviser is restricted from engaging in transactions on behalf of the Series. The Sub-Adviser shall be responsible for complying with this restricted list and any changes thereto 10 business days after its receipt. g. The Manager acknowledges that the Sub-Adviser is not the compliance agent for the Series and does not have access to all of the Series' books and records necessary to perform certain compliance testing. However, the Sub-Adviser shall perform compliance testing with respect to the Series based upon information in its possession and upon written instructions, if any, received from the Manager or the Administrator and shall not be held in breach of this Agreement so long as it performs in accordance with such information and instructions.

Sub-Advisory Services. a. The Sub-Adviser shall, subject to the supervision of the Manager and in cooperation with of any administrator appointed by the Manager (the "Administrator"), manage the investment and reinvestment of such portion of the assets of the Series. Subject , consisting of two separate portfolios, as the Manager may from time to paragraph 1.g. belowtime allocate to the Sub-Adviser for management (such portfolios, the "Segments" and each, a "Segment"). The Sub-Adviser shall manage the Series Segments in conformity with (1) the investment objective, policies and restrictions of the Series set forth in the Trust's prospectus and statement of additional information, as revised or supplemented from time to time, information relating to the Series (the "Prospectus")Series, (2) any additional policies or guidelines established by the Manager or by the Trust's trustees that have been furnished in writing to the Sub-Sub- Adviser and (3) the provisions of the Internal Revenue Code (the "Code") applicable to "regulated investment companies" (as defined in Section 851 of the Code) and "segregated asset accounts" (as defined in Section 817 of the Code), all as from time to time in effect (collectively, the "Policies"), and with all applicable provisions of law, including without limitation all applicable provisions of the Investment Company Act of 1940, as amended 1940 (the "1940 Act") and the rules and regulations thereunder. For purposes of compliance with the Policies, the Sub-Adviser shall be entitled to treat the Segments as though the Segments constituted the entire Series, and the Sub-Adviser shall not be responsible in any way for the compliance of any assets of the Series, other than the Segments, 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 Manager, to buy, sell, lend and otherwise trade in any stocks, bonds and other securities and investment instruments on behalf of the Series, 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 Series each 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 1.a, however, the Sub-Adviser shall, upon written instructions from the Manager, effect such portfolio transactions for the Series each Segment as the Manager shall determine are necessary in order for the Series to comply with the Policies. b. The Sub-Adviser shall furnish the Manager and the Administrator daily, weekly, monthly, quarterly and/or annual reports concerning transactions and performance of the Series in such form as may be mutually agreed upon, and agrees 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 to the Trustees of the Trust pursuant to Section 15(c) of the 1940 Act. c. The Sub-Adviser shall provide to the Manager a copy of the Sub- Adviser's Form ADV as filed with the Securities and Exchange Commission and as amended from time to time and a list of the persons whom the Sub-Adviser wishes to have authorized to give written and/or oral instructions to custodians of assets of the Series. d. The Sub-Adviser will consult with and assist the Series' pricing agent regarding the valuation of securities that are not registered for public sale, not traded on any securities markets, or otherwise may be deemed illiquid for purposes of the 1940 Act and for which market quotations are not readily available. e. Unless the Manager gives the Sub-Adviser written instructions to the contrary, the Sub-Adviser shall use its good faith judgment in a manner which it reasonably believes best serves the interest of the Series' shareholders to vote or abstain from voting all proxies solicited by or with respect to the issuers of securities in which assets of the Series are invested. f. The Manager shall provide the Sub-Adviser with a list of entities with which the Sub-Adviser is restricted from engaging in transactions on behalf of the Series. The Sub-Adviser shall be responsible for complying with this restricted list and any changes thereto 10 business days after its receipt. g. The Manager acknowledges that the Sub-Adviser is not the compliance agent for the Series and does not have access to all of the Series' books and records necessary to perform certain compliance testing. However, the Sub-Adviser shall perform compliance testing with respect to the Series based upon information in its possession and upon written instructions, if any, received from the Manager or the Administrator and shall not be held in breach of this Agreement so long as it performs in accordance with such information and instructions.

Sub-Advisory Services. a. The Sub-Adviser shall, subject to the supervision of the Manager and in cooperation with any administrator appointed by the Manager (the "Administrator"), manage the investment and reinvestment of the assets of the Series. Subject to paragraph 1.g. below, the The Sub-Adviser shall manage the Series in conformity with (1) the investment objective, objectives policies and restrictions of the Series set forth in the Trust's prospectus and statement of additional information, as revised or supplemented from time to time, Trusts offering memorandum relating to the Series (the "Prospectus")Series, (2) any additional policies or guidelines established by the Manager or by the Trust's Trusts trustees that have been furnished in writing to the Sub-Adviser and (3) the provisions of the Internal Revenue Code of 1986 (the "Code") applicable to "regulated investment companies" companies (as defined in Section 851 of the Code) and "segregated asset accounts" (as defined in Section 817 of the Code), all as from time to time in effect (collectively, the "Policies"), and with all applicable provisions of law, including without limitation all applicable provisions of the Investment Company Act of 1940, as amended ▇▇▇▇ (the "1940 Act"▇▇▇ ▇▇▇▇ ▇▇▇) and the rules and regulations thereunder. Subject to the foregoing, the Sub-Adviser is authorized, in its discretion and without prior consultation with the Manager, 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 Series, 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 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 1.a., however, the Sub-Adviser shall, upon written instructions from the Manager, effect such portfolio transactions for the Series as the Manager shall determine are necessary in order for the Series to comply with the Policies. b. The Sub-Adviser shall furnish the Manager and the Administrator daily, weekly, monthly, quarterly and/or and annual reports concerning portfolio transactions and performance of the Series in such form as may be mutually agreed upon, and agrees 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 to by the Trustees trustees of the Trust pursuant to Section 15(c) of the 1940 Act. c. The Sub-Adviser shall provide to the Manager a copy of the Sub- Adviser's Sub-Advisers Form ADV as filed with the Securities and Exchange Commission and as amended from time to time and a list of the persons whom the Sub-Adviser wishes to have authorized to give written and/or oral instructions to custodians of assets of the Series. d. The Sub-Adviser will consult with shall maintain and assist be bound by a Code of Ethics satisfying the Series' pricing agent regarding the valuation requirements of securities that are not registered for public sale, not traded on any securities markets, or otherwise may be deemed illiquid for purposes of Rule 17j-1 under the 1940 Act Act, and for which market quotations are not readily available. e. Unless the Manager gives the Sub-Adviser written instructions shall provide to the contraryTrust a current copy of such Code of Ethics, as amended from time to time (the Sub-Adviser shall use its good faith judgment in a manner which it reasonably believes best serves the interest Code of the Series' shareholders to vote or abstain from voting all proxies solicited by or with respect to the issuers of securities in which assets of the Series are investedEthics). f. The Manager shall provide the Sub-Adviser with a list of entities with which the Sub-Adviser is restricted from engaging in transactions on behalf of the Series. The Sub-Adviser shall be responsible for complying with this restricted list and any changes thereto 10 business days after its receipt. g. The Manager acknowledges that the Sub-Adviser is not the compliance agent for the Series and does not have access to all of the Series' books and records necessary to perform certain compliance testing. However, the Sub-Adviser shall perform compliance testing with respect to the Series based upon information in its possession and upon written instructions, if any, received from the Manager or the Administrator and shall not be held in breach of this Agreement so long as it performs in accordance with such information and instructions.

Sub-Advisory Services. a. The Sub-Adviser shall, subject to the supervision of the Manager and in cooperation with any administrator appointed by the Manager (the "“Administrator"”), manage the investment and reinvestment of the assets of the SeriesPortfolio. Subject to paragraph 1.g. below, the The Sub-Adviser shall manage the Series Portfolio in conformity with (1) the investment objective, policies and restrictions of the Series Portfolio set forth in the Trust's Fund’s prospectus and statement of additional information, as revised or supplemented from time to time, information relating to the Series (the "Prospectus")Portfolio, (2) any additional policies or guidelines established by the Manager or by the Trust's trustees Fund’s directors that have been furnished in writing to the Sub-Adviser and (3) the provisions of the Internal Revenue Code (the "“Code"”) applicable to "“regulated investment companies" ” (as defined in Section 851 of the Code) and "segregated asset accounts" (as defined in Section 817 of the Code), all as from time to time in effect (collectively, the "“Policies"”), and with all applicable provisions of law, including without limitation all applicable provisions of the Investment Company Act of 1940, as amended 1940 (the "“1940 Act"”) and the rules and regulations thereunder. Subject to the foregoing, the Sub-Adviser is authorized, in its discretion and without prior consultation with the Manager, to buy, sell, lend and otherwise trade in any stocks, bonds and other securities and investment instruments on behalf of the SeriesPortfolio, 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 Series Portfolio 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 1.a, however, the Sub-Adviser shall, upon written instructions from the Manager, effect such portfolio transactions for the Series Portfolio as the Manager shall determine are necessary in order for the Series Portfolio to comply with the Policies. b. The Sub-Adviser shall furnish the Manager and the Administrator daily, weekly, monthly, quarterly and/or and annual reports concerning portfolio transactions and performance of the Series Portfolio in such form as may be mutually agreed upon, and agrees to review the Series Portfolio and discuss the management of the Series Portfolio with representatives or agents of the Manager, the Administrator or the Trust Fund at their reasonable request. The Sub-Adviser shall permit all books and records with respect to the Series Portfolio 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 Fund with such other information and reports as may reasonably be requested by the Manager, the Administrator or the Trust Fund from time to time, including without limitation all material as reasonably may be requested to by the Trustees Directors of the Trust Fund pursuant to Section 15(c) of the 1940 Act. c. The Sub-Adviser shall provide to the Manager a copy of the Sub- Sub-Adviser's ’s Form ADV as filed with the Securities and Exchange Commission and as amended from time to time and a list of the persons whom the Sub-Adviser wishes to have authorized to give written and/or oral instructions to custodians of assets of the SeriesPortfolio. d. The Sub-Adviser will consult In accordance with and assist the Series' pricing agent regarding the valuation of securities that are not registered for public sale, not traded on any securities markets, or otherwise may be deemed illiquid for purposes of Rule 17a-10 under the 1940 Act and any other applicable law, the Subadviser shall not consult with any other subadviser to the Portfolio or any subadviser to any other portfolio of the Fund or to any other investment company or investment company series for which market quotations are not readily available. e. Unless the Manager gives the Sub-Adviser written instructions to the contrary, the Sub-Adviser shall use its good faith judgment in a manner which it reasonably believes best serves the interest as investment adviser concerning transactions of the Series' shareholders to vote Portfolio in securities or abstain from voting all proxies solicited by or with respect to the issuers other assets, other than for purposes of securities in which assets of the Series are invested. f. The Manager shall provide the Sub-Adviser with a list of entities with which the Sub-Adviser is restricted from engaging in transactions on behalf of the Series. The Sub-Adviser shall be responsible for complying with this restricted list conditions of paragraphs (a) and any changes thereto 10 business days after its receipt(b) of Rule 12d3-1 under the 1940 Act. g. The Manager acknowledges that the Sub-Adviser is not the compliance agent for the Series and does not have access to all of the Series' books and records necessary to perform certain compliance testing. However, the Sub-Adviser shall perform compliance testing with respect to the Series based upon information in its possession and upon written instructions, if any, received from the Manager or the Administrator and shall not be held in breach of this Agreement so long as it performs in accordance with such information and instructions.

Sub-Advisory Services. a. The Sub-Adviser shall, subject to the supervision of the Manager and in cooperation with any administrator appointed by the Manager (the "Administrator"), manage the investment and reinvestment of the assets of the SeriesPortfolio. Subject to paragraph 1.g. below, the The Sub-Adviser shall manage the Series Portfolio in conformity with (1) the investment objective, policies and restrictions of the Series Portfolio set forth in the TrustFund's prospectus and statement of additional information, as revised or supplemented from time to time, information relating to the Series (the "Prospectus")Portfolio, (2) any additional policies or guidelines established by the Manager or by the TrustFund's trustees directors that have been furnished in writing to the Sub-Adviser and (3) the provisions of the Internal Revenue Code (the "Code") applicable to "regulated investment companies" (as defined in Section 851 of the Code) and "segregated asset accounts" (as defined in Section 817 of the Code), all as from time to time in effect (collectively, the "Policies"), and with all applicable provisions of law, including without limitation all applicable provisions of the Investment Company Act of 1940, as amended 1940 (the "1940 Act") and the rules and regulations thereunder. Subject to the foregoing, the Sub-Adviser is authorized, in its discretion and without prior consultation with the Manager, to buy, sell, lend and otherwise trade in any stocks, bonds and other securities and investment instruments on behalf of the SeriesPortfolio, 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 Series Portfolio 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 1.a, however, the Sub-Adviser shall, upon written instructions from the Manager, effect such portfolio transactions for the Series Portfolio as the Manager shall determine are necessary in order for the Series Portfolio to comply with the Policies. b. The Sub-Adviser shall furnish the Manager and the Administrator daily, weekly, monthly, quarterly and/or and annual reports concerning transactions and performance of the Series Portfolio in such form as may be mutually agreed upon, and agrees to review the Series Portfolio and discuss the management of the Series Portfolio with representatives or agents of the Manager, the Administrator or the Trust Fund at their reasonable request. The Sub-Adviser shall permit all books and records with respect to the Series Portfolio 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 Fund with such other information and reports as may reasonably be requested by the Manager, the Administrator or the Trust Fund from time to time, including without limitation all material as reasonably may be requested to by the Trustees Directors of the Trust Fund pursuant to Section 15(c) of the 1940 Act. c. The Sub-Adviser shall provide to the Manager a copy of the Sub- Sub-Adviser's Form ADV as filed with the Securities and Exchange Commission and as amended from time to time and a list of the persons whom the Sub-Adviser wishes to have authorized to give written and/or oral instructions to custodians of assets of the SeriesPortfolio. d. The Sub-Adviser will consult with and assist the Series' pricing agent regarding the valuation of securities that are not registered for public sale, not traded on any securities markets, or otherwise may be deemed illiquid for purposes of the 1940 Act and for which market quotations are not readily available. e. Unless the Manager gives the Sub-Adviser written instructions to the contrary, the Sub-Adviser shall use its good faith judgment in a manner which it reasonably believes best serves the interest of the Series' shareholders to vote or abstain from voting all proxies solicited by or with respect to the issuers of securities in which assets of the Series are invested. f. The Manager shall provide the Sub-Adviser with a list of entities with which the Sub-Adviser is restricted from engaging in transactions on behalf of the Series. The Sub-Adviser shall be responsible for complying with this restricted list and any changes thereto 10 business days after its receipt. g. The Manager acknowledges that the Sub-Adviser is not the compliance agent for the Series and does not have access to all of the Series' books and records necessary to perform certain compliance testing. However, the Sub-Adviser shall perform compliance testing with respect to the Series based upon information in its possession and upon written instructions, if any, received from the Manager or the Administrator and shall not be held in breach of this Agreement so long as it performs in accordance with such information and instructions.

Sub-Advisory Services. a. The Sub-Adviser shall, subject to the supervision of the Manager and in cooperation with any administrator appointed by the Manager (the "Administrator"), manage the investment and reinvestment of the assets of the SeriesPortfolio. Subject to paragraph 1.g. below, the The Sub-Adviser shall manage the Series Portfolio in conformity with (1) the investment objective, policies and restrictions of the Series Portfolio set forth in the TrustFund's prospectus and statement of additional information, as revised or supplemented from time to time, information relating to the Series (the "Prospectus")Portfolio, (2) any additional policies or guidelines established by the Manager or by the TrustFund's trustees directors that have been furnished in writing to the Sub-Adviser and (3) the provisions of the Internal Revenue Code (the "Code") applicable to "regulated investment companies" (as defined in Section 851 of the Code) and "segregated asset accounts" (as defined in Section 817 of the Code), all as from time to time in effect (collectively, the "Policies"), and with all applicable provisions of law, including without limitation all applicable provisions of the Investment Company Act of 1940, as amended 1940 (the "1940 Act") and the rules and regulations thereunder. Subject to the foregoing, the Sub-Adviser is authorized, in its discretion and without prior consultation with the Manager, to buy, sell, lend and otherwise trade in any stocks, bonds and other securities and investment instruments on behalf of the SeriesPortfolio, 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 Series Portfolio 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 1.a, however, the Sub-Adviser shall, upon written instructions from the Manager, effect such portfolio transactions for the Series Portfolio as the Manager shall determine are necessary in order for the Series Portfolio to comply with the Policies. b. The Sub-Adviser shall furnish the Manager and the Administrator daily, weekly, monthly, quarterly and/or and annual reports concerning transactions and performance of the Series Portfolio in such form as may be mutually agreed upon, and agrees to review the Series Portfolio and discuss the management of the Series Portfolio with representatives or agents of the Manager, the Administrator or the Trust Fund at their reasonable request. The Sub-Adviser shall permit all books and records with respect to the Series Portfolio 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 Fund with such other information and reports as may reasonably be requested by the Manager, the Administrator or the Trust Fund from time to time, including without limitation all material as reasonably may be requested to the Trustees Directors of the Trust Fund pursuant to Section 15(c) of the 1940 Act. c. The Sub-Adviser shall provide to the Manager a copy of the Sub- Sub-Adviser's Form ADV as filed with the Securities and Exchange Commission and as amended from time to time and a list of the persons whom the Sub-Adviser wishes to have authorized to give written and/or oral instructions to custodians of assets of the SeriesPortfolio. d. The Sub-Adviser will consult with and assist the Series' pricing agent regarding the valuation of securities that are not registered for public sale, not traded on any securities markets, or otherwise may be deemed illiquid for purposes of the 1940 Act and for which market quotations are not readily available. e. Unless the Manager gives the Sub-Adviser written instructions to the contrary, the Sub-Adviser shall use its good faith judgment in a manner which it reasonably believes best serves the interest of the Series' shareholders to vote or abstain from voting all proxies solicited by or with respect to the issuers of securities in which assets of the Series are invested. f. The Manager shall provide the Sub-Adviser with a list of entities with which the Sub-Adviser is restricted from engaging in transactions on behalf of the Series. The Sub-Adviser shall be responsible for complying with this restricted list and any changes thereto 10 business days after its receipt. g. The Manager acknowledges that the Sub-Adviser is not the compliance agent for the Series and does not have access to all of the Series' books and records necessary to perform certain compliance testing. However, the Sub-Adviser shall perform compliance testing with respect to the Series based upon information in its possession and upon written instructions, if any, received from the Manager or the Administrator and shall not be held in breach of this Agreement so long as it performs in accordance with such information and instructions.

Sub-Advisory Services. a. The Sub-Adviser shall, subject to the supervision of the Manager and in cooperation with any administrator appointed by the Manager (the "“Administrator"”), manage the investment and reinvestment of the assets of the SeriesPortfolio. Subject to paragraph 1.g. below, the The Sub-Adviser shall manage the Series Portfolio in conformity with (1) the investment objective, policies and restrictions of the Series Portfolio set forth in the Trust's Fund’s prospectus and statement of additional information, as revised or supplemented from time to time, information relating to the Series (the "Prospectus")Portfolio, (2) any additional policies or guidelines established by the Manager or by the Trust's trustees Fund’s directors that have been furnished in writing to the Sub-Adviser and (3) the provisions of the Internal Revenue Code (the "“Code"”) applicable to "“regulated investment companies" ” (as defined in Section 851 of the Code) and "segregated asset accounts" (as defined in Section 817 of the Code), all as from time to time in effect (collectively, the "“Policies"”), and with all applicable provisions of law, including without limitation all applicable provisions of the Investment Company Act of 1940, as amended 1940 (the "“1940 Act"”) and the rules and regulations thereunder. Subject to the foregoing, the Sub-Adviser is authorized, in its discretion and without prior consultation with the Manager, to buy, sell, lend and otherwise trade in any stocks, bonds and other securities and investment instruments on behalf of the SeriesPortfolio, 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 Series Portfolio 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 this Section 1.a1. a, however, the Sub-Adviser shall, upon written instructions from the Manager, effect such portfolio transactions for the Series Portfolio as the Manager shall determine are necessary in order for the Series Portfolio to comply with the Policies. b. The Sub-Adviser shall furnish the Manager and the Administrator daily, weekly, monthly, quarterly and/or and annual reports concerning portfolio transactions and performance of the Series Portfolio in such form as may be mutually agreed upon, and agrees to review the Series Portfolio and discuss the management of the Series Portfolio with representatives or agents of the Manager, the Administrator or the Trust Fund at their reasonable request. The Sub-Adviser shall permit all books and records with respect to the Series Portfolio 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 Fund with such other information and reports as may reasonably be requested by the Manager, the Administrator or the Trust Fund from time to time, including without limitation all material as reasonably may be requested to by the Trustees Directors of the Trust Fund pursuant to Section 15(c) of the 1940 Act. c. The Sub-Adviser shall provide to the Manager a copy of the Sub- Sub-Adviser's ’s Form ADV as filed with the Securities and Exchange Commission and as amended from time to time and a list of the persons whom the Sub-Adviser wishes to have authorized to give written and/or oral instructions to custodians of assets of the SeriesPortfolio. d. The Sub-Adviser will consult with and assist the Series' pricing agent regarding the valuation of securities that are not registered for public sale, not traded on any securities markets, or otherwise may be deemed illiquid for purposes of the 1940 Act and for which market quotations are not readily available. e. Unless the Manager gives the Sub-Adviser written instructions to the contrary, the Sub-Adviser shall use its good faith judgment in a manner which it reasonably believes best serves the interest of the Series' shareholders to vote or abstain from voting all proxies solicited by or with respect to the issuers of securities in which assets of the Series are invested. f. The Manager shall provide the Sub-Adviser with a list of entities with which the Sub-Adviser is restricted from engaging in transactions on behalf of the Series. The Sub-Adviser shall be responsible for complying with this restricted list and any changes thereto 10 business days after its receipt. g. The Manager acknowledges that the Sub-Adviser is not the compliance agent for the Series and does not have access to all of the Series' books and records necessary to perform certain compliance testing. However, the Sub-Adviser shall perform compliance testing with respect to the Series based upon information in its possession and upon written instructions, if any, received from the Manager or the Administrator and shall not be held in breach of this Agreement so long as it performs in accordance with such information and instructions.

Sub-Advisory Services. a. The Sub-Adviser shall, subject to the supervision of the Manager and in cooperation with of any administrator appointed by the Manager (the "Administrator"), manage the investment and reinvestment of such portion of the assets of the SeriesSeries as the Manager may from time to time allocate to the Sub-Adviser for management (the "Segment"}, and the Sub-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. Subject to paragraph 1.g. below, the The Sub-Adviser shall manage the Series Segment in conformity with (1) the investment objective, policies and restrictions of the Series set forth in the Trust's prospectus and statement of additional information, as revised or supplemented from time to time, information relating to the Series (the "Prospectus")Series, (2) any additional policies or guidelines established by the Manager or by the Trust's trustees that have been furnished in writing to the Sub-Adviser and (3) the provisions of the Internal Revenue Code as amended (the "Code") applicable to "regulated investment companies" (as defined in Section 851 of the Code) and "segregated asset accounts" (as defined in Section 817 of the Code), all as from time to time in effect (collectively, the "Policies"), and with all applicable provisions of law, including without limitation all applicable provisions of the Investment Company Act of 1940, as amended (the "1940 Act") and the rules and regulations thereunder. For purposes of compliance with the Policies, the Sub-Adviser shall be entitled to treat the Segment as though the Segment constituted the entire Series, and the Sub-Adviser shall not be responsible in any way for the compliance of any assets of the Series, other than the Segment, 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 Manager, to buy, sell, lend and otherwise trade in any stocks, bonds and other securities and investment instruments on behalf of the Series, 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 Series 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 1.a, ; however, the Sub-Adviser shall, upon written instructions from the Manager, effect such portfolio transactions for the Series Segment as the Manager shall determine are necessary in order for the Series to comply with the Policies. b. The Sub-Adviser shall furnish the Manager and the Administrator daily, weekly, monthly, quarterly and/or annual reports concerning transactions and performance of the Series in such form as may be mutually agreed upon, and agrees 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 to the Trustees of the Trust pursuant to Section 15(c) of the 1940 Act. c. The Sub-Adviser shall provide to the Manager a copy of the Sub- Adviser's Form ADV as filed with the Securities and Exchange Commission and as amended from time to time and a list of the persons whom the Sub-Adviser wishes to have authorized to give written and/or oral instructions to custodians of assets of the Series. d. The Sub-Adviser will consult with and assist the Series' pricing agent regarding the valuation of securities that are not registered for public sale, not traded on any securities markets, or otherwise may be deemed illiquid for purposes of the 1940 Act and for which market quotations are not readily available. e. Unless the Manager gives the Sub-Adviser written instructions to the contrary, the Sub-Adviser shall use its good faith judgment in a manner which it reasonably believes best serves the interest of the Series' shareholders to vote or abstain from voting all proxies solicited by or with respect to the issuers of securities in which assets of the Series are invested. f. The Manager shall provide the Sub-Adviser with a list of entities with which the Sub-Adviser is restricted from engaging in transactions on behalf of the Series. The Sub-Adviser shall be responsible for complying with this restricted list and any changes thereto 10 business days after its receipt. g. The Manager acknowledges that the Sub-Adviser is not the compliance agent for the Series and does not have access to all of the Series' books and records necessary to perform certain compliance testing. However, the Sub-Adviser shall perform compliance testing with respect to the Series based upon information in its possession and upon written instructions, if any, received from the Manager or the Administrator and shall not be held in breach of this Agreement so long as it performs in accordance with such information and instructions.

Sub-Advisory Services. a. The Sub-Adviser shall, subject to the supervision of the Manager and in cooperation with of any administrator appointed by the Manager (the "Administrator"), manage the investment and reinvestment of such portion of the assets of the Series. Subject , consisting of two separate portfolios, as the Manager may from time to paragraph 1.g. belowtime allocate to the Sub-Adviser for management (such portion, the "Segment") and the Sub-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 Series Segment in conformity with (1) the investment objective, policies and restrictions of the Series set forth in the Trust's prospectus and statement of additional information, as revised or supplemented from time to time, information relating to the Series (the "Prospectus")Series, (2) any additional policies or guidelines established by the Manager or by the Trust's trustees that have been furnished in writing to the Sub-Adviser and (3) the provisions of the Internal Revenue Code (the "Code") applicable to "regulated investment companies" (as defined in Section 851 of the Code) and "segregated asset accounts" (as defined in Section 817 of the Code), all as from time to time in effect (collectively, the "Policies"), and with all applicable provisions of law, including without limitation all applicable provisions of the Investment Company Act of 1940, as amended 1940 (the "1940 Act") and the rules and regulations thereunder. For purposes of compliance with the Policies, the Sub-Adviser shall be entitled to treat the Segment as though the Segment constituted the entire Series, and the Sub-Adviser shall not be responsible in any way for the compliance of any assets of the Series, other than the Segment, 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 Manager, to buy, sell, lend and otherwise trade in any stocks, bonds and other securities and investment instruments on behalf of the Series, 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 Series 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 1.a, ; however, the Sub-Adviser shall, upon written instructions from the Manager, effect such portfolio transactions for the Series Segment as the Manager shall determine are necessary in order for the Series to comply with the Policies. b. The Sub-Adviser shall furnish the Manager and the Administrator daily, weekly, monthly, quarterly and/or and annual reports concerning portfolio transactions and performance of the Series each Segment in such form as may be mutually agreed upon, and agrees to review the Series each Segment and discuss the management of the Series with representatives or agents of the Manager, the Administrator or the Trust at their reasonable requestit. The Sub-Adviser shall permit all books and records with respect to the Series Segment 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 Manager with such other information and reports as may reasonably be requested by the Manager, the Administrator or the Trust Manager from time to time, including without limitation all material as reasonably may requested by or required to be requested delivered to the Trustees trustees of the Trust pursuant to Section 15(c) of the 1940 ActTrust. c. The Sub-Adviser shall provide to the Manager a copy of the Sub- Sub-Adviser's Form ADV as filed with the Securities and Exchange Commission and as amended from time to time and a list of the persons whom the Sub-Adviser wishes to have authorized to give written and/or oral instructions to custodians of assets of the Series. d. The Sub-Adviser will consult with and assist the Series' pricing agent regarding the valuation of securities that are not registered for public sale, not traded on any securities markets, or otherwise may be deemed illiquid for purposes of the 1940 Act and for which market quotations are not readily available. e. Unless the Manager gives the Sub-Adviser written instructions to the contrary, the Sub-Adviser shall use its good faith judgment in a manner which it reasonably believes best serves the interest of the Series' shareholders to vote or abstain from voting all proxies solicited by or with respect to the issuers of securities in which assets of the Series are invested. f. The Manager shall provide the Sub-Adviser with a list of entities with which the Sub-Adviser is restricted from engaging in transactions on behalf of the Series. The Sub-Adviser shall be responsible for complying with this restricted list and any changes thereto 10 business days after its receipt. g. The Manager acknowledges that the Sub-Adviser is not the compliance agent for the Series and does not have access to all of the Series' books and records necessary to perform certain compliance testing. However, the Sub-Adviser shall perform compliance testing with respect to the Series based upon information in its possession and upon written instructions, if any, received from the Manager or the Administrator and shall not be held in breach of this Agreement so long as it performs in accordance with such information and instructions.

Sub-Advisory Services. a. The Sub-Adviser shall, subject to the supervision of the Manager and in cooperation with of any administrator appointed by the Manager (the "Administrator"), manage the investment and reinvestment of such portion of the assets of the SeriesSeries designated as the "▇▇▇▇▇ & ▇▇▇▇ Mid Cap Value Discipline" as the Manager may from time to time allocate to the Sub-Adviser for management (the "Segment") and the Sub-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. Subject to paragraph 1.g. below, the The Sub-Adviser shall manage the Series Segment in conformity with (1) the investment objective, policies and restrictions of the Series set forth in the Trust's prospectus and statement of additional information, as revised or supplemented from time to time, information relating to the Series (the "Prospectus")Series, (2) any additional policies or guidelines established by the Manager or by the Trust's trustees that have been furnished in writing to the Sub-Adviser and (3) the provisions of the Internal Revenue Code (the "Code") applicable to "regulated investment companies" (as defined in Section 851 of the Code) and "segregated asset accounts" (as defined in Section 817 of the Code), all as from time to time in effect (collectively, the "Policies"), and with all applicable provisions of law, including without limitation all applicable provisions of the Investment Company Act of 1940, as amended 1940 (the "1940 Act") and the rules and regulations thereunder. For purposes of compliance with the Policies, the Sub-Adviser shall be entitled to treat the Segment as though the Segment constituted the entire Series, and the Sub-Adviser shall not be responsible in any way for the compliance of any assets of the Series, other than the Segment, 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 Manager, to buy, sell, lend and otherwise trade in any stocks, bonds and other securities and investment instruments on behalf of the Series, 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 Series 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 1.a, ; however, the Sub-Adviser shall, upon written instructions from the Manager, effect such portfolio transactions for the Series Segment as the Manager shall determine are necessary in order for the Series to comply with the Policies. b. The Sub-Adviser shall furnish the Manager and the Administrator daily, weekly, monthly, quarterly and/or annual reports concerning transactions and performance of the Series in such form as may be mutually agreed upon, and agrees 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 to the Trustees of the Trust pursuant to Section 15(c) of the 1940 Act. c. The Sub-Adviser shall provide to the Manager a copy of the Sub- Adviser's Form ADV as filed with the Securities and Exchange Commission and as amended from time to time and a list of the persons whom the Sub-Adviser wishes to have authorized to give written and/or oral instructions to custodians of assets of the Series. d. The Sub-Adviser will consult with and assist the Series' pricing agent regarding the valuation of securities that are not registered for public sale, not traded on any securities markets, or otherwise may be deemed illiquid for purposes of the 1940 Act and for which market quotations are not readily available. e. Unless the Manager gives the Sub-Adviser written instructions to the contrary, the Sub-Adviser shall use its good faith judgment in a manner which it reasonably believes best serves the interest of the Series' shareholders to vote or abstain from voting all proxies solicited by or with respect to the issuers of securities in which assets of the Series are invested. f. The Manager shall provide the Sub-Adviser with a list of entities with which the Sub-Adviser is restricted from engaging in transactions on behalf of the Series. The Sub-Adviser shall be responsible for complying with this restricted list and any changes thereto 10 business days after its receipt. g. The Manager acknowledges that the Sub-Adviser is not the compliance agent for the Series and does not have access to all of the Series' books and records necessary to perform certain compliance testing. However, the Sub-Adviser shall perform compliance testing with respect to the Series based upon information in its possession and upon written instructions, if any, received from the Manager or the Administrator and shall not be held in breach of this Agreement so long as it performs in accordance with such information and instructions.

Sub-Advisory Services. a. The Sub-Adviser shall, subject to the supervision of the Manager and in cooperation with of any administrator appointed by the Manager (the "Administrator"), manage the investment and reinvestment of such portion of the assets of the Series. Subject , consisting of two separate portfolios, as the Manager may from time to paragraph 1.g. belowtime allocate to the Sub-Adviser for management (such portfolios, the "Segments" and each, a "Segment"), and the Sub-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 Segments from time to time invest. The Sub-Adviser shall manage the Series Segments in conformity with (1) the investment objective, policies and restrictions of the Series set forth in the Trust's prospectus and statement of additional information, as revised or supplemented from time to time, information relating to the Series (the "Prospectus")Series, (2) any additional policies or guidelines established by the Manager or by the Trust's trustees that have been furnished in writing to the Sub-Adviser and (3) the provisions of the Internal Revenue Code (the "Code") applicable to "regulated investment companies" (as defined in Section 851 of the Code) and "segregated asset accounts" (as defined in Section 817 of the Code), all as from time to time in effect (collectively, the "Policies"), and with all applicable provisions of law, including without limitation all applicable provisions of the Investment Company Act of 1940, as amended 1940 (the "1940 Act") and the rules and regulations thereunder. For purposes of compliance with the Policies, the Sub-Adviser shall be entitled to treat the Segments as though the Segments constituted the entire Series, and the Sub-Adviser shall not be responsible in any way for the compliance of any assets of the Series, other than the Segments, 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 Manager, to buy, sell, lend and otherwise trade in any stocks, bonds and other securities and investment instruments on behalf of the Series, 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 Series each 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 1.a, however, the Sub-Adviser shall, upon written instructions from the Manager, effect such portfolio transactions for the Series each Segment as the Manager shall determine are necessary in order for the Series to comply with the Policies. b. The Sub-Adviser shall furnish the Manager and the Administrator daily, weekly, monthly, quarterly and/or annual reports concerning transactions and performance of the Series in such form as may be mutually agreed upon, and agrees 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 to the Trustees of the Trust pursuant to Section 15(c) of the 1940 Act. c. The Sub-Adviser shall provide to the Manager a copy of the Sub- Adviser's Form ADV as filed with the Securities and Exchange Commission and as amended from time to time and a list of the persons whom the Sub-Adviser wishes to have authorized to give written and/or oral instructions to custodians of assets of the Series. d. The Sub-Adviser will consult with and assist the Series' pricing agent regarding the valuation of securities that are not registered for public sale, not traded on any securities markets, or otherwise may be deemed illiquid for purposes of the 1940 Act and for which market quotations are not readily available. e. Unless the Manager gives the Sub-Adviser written instructions to the contrary, the Sub-Adviser shall use its good faith judgment in a manner which it reasonably believes best serves the interest of the Series' shareholders to vote or abstain from voting all proxies solicited by or with respect to the issuers of securities in which assets of the Series are invested. f. The Manager shall provide the Sub-Adviser with a list of entities with which the Sub-Adviser is restricted from engaging in transactions on behalf of the Series. The Sub-Adviser shall be responsible for complying with this restricted list and any changes thereto 10 business days after its receipt. g. The Manager acknowledges that the Sub-Adviser is not the compliance agent for the Series and does not have access to all of the Series' books and records necessary to perform certain compliance testing. However, the Sub-Adviser shall perform compliance testing with respect to the Series based upon information in its possession and upon written instructions, if any, received from the Manager or the Administrator and shall not be held in breach of this Agreement so long as it performs in accordance with such information and instructions.

Sub-Advisory Services. a. The Sub-Adviser shall, subject to the supervision of the Manager and in cooperation with any administrator appointed by the Manager (the "Administrator"), manage the investment and reinvestment of the assets of the SeriesPortfolio. Subject to paragraph 1.g. below, the The Sub-Adviser shall manage the Series Portfolio in conformity with (1) the investment objective, policies and restrictions of the Series Portfolio set forth in the TrustFund's prospectus and statement of additional information, as revised or supplemented from time to time, information relating to the Series (the "Prospectus")Portfolio, (2) any additional policies or guidelines established by the Manager or by the TrustFund's trustees directors that have been furnished in writing to the Sub-Adviser and (3) the provisions of the Internal Revenue Code (the "Code") applicable to "regulated investment companies" (as defined in Section 851 of the Code) and "segregated asset accounts" (as defined in Section 817 of the Code), all as from time to time in effect (collectively, the "Policies"), and with all applicable provisions of law, including without limitation all applicable provisions of the Investment Company Act of 1940, as amended 1940 (the "1940 Act") and the rules and regulations thereunder. Subject to the foregoing, the Sub-Adviser is authorized, in its discretion and without prior consultation with the Manager, to buy, sell, lend and otherwise trade in any stocks, bonds and other securities and investment instruments on behalf of the SeriesPortfolio, 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 Series Portfolio 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 1.a, however, the Sub-Adviser shall, upon written instructions from the Manager, effect such portfolio transactions for the Series Portfolio as the Manager shall determine are necessary in order for the Series Portfolio to comply with the Policies. b. The Sub-Adviser shall furnish the Manager and the Administrator daily, weekly, monthly, quarterly and/or and annual reports concerning transactions and performance of the Series Portfolio in such form as may be mutually agreed upon, and agrees to review the Series Portfolio and discuss the management of the Series Portfolio with representatives or agents of the Manager, the Administrator or the Trust Fund at their reasonable request. The Sub-Adviser shall permit all books and records with respect to the Series Portfolio 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 Fund with such other information and reports as may reasonably be requested by the Manager, the Administrator or the Trust Fund from time to time, including without limitation all material as reasonably may be requested to the Trustees Directors of the Trust Fund pursuant to Section 15(c) of the 1940 Act. c. The Sub-Adviser shall provide to the Manager a copy of the Sub- Sub-Adviser's Form and DSA-NY's respective Forms ADV as filed with the Securities and Exchange Commission and as amended from time to time and a list of the persons whom the Sub-Adviser wishes to have authorized to give written and/or oral instructions to custodians of assets of the SeriesPortfolio. d. The Sub-Adviser will consult with and assist the Series' pricing agent regarding the valuation of securities that are not registered for public sale, not traded on any securities markets, or otherwise may be deemed illiquid for purposes of the 1940 Act and for which market quotations are not readily available. e. Unless the Manager gives the Sub-Adviser written instructions to the contrary, the Sub-Adviser shall use its good faith judgment in a manner which it reasonably believes best serves the interest of the Series' shareholders to vote or abstain from voting all proxies solicited by or with respect to the issuers of securities in which assets of the Series are invested. f. The Manager shall provide the Sub-Adviser with a list of entities with which the Sub-Adviser is restricted from engaging in transactions on behalf of the Series. The Sub-Adviser shall be responsible for complying with this restricted list and any changes thereto 10 business days after its receipt. g. The Manager acknowledges that the Sub-Adviser is not the compliance agent for the Series and does not have access to all of the Series' books and records necessary to perform certain compliance testing. However, the Sub-Adviser shall perform compliance testing with respect to the Series based upon information in its possession and upon written instructions, if any, received from the Manager or the Administrator and shall not be held in breach of this Agreement so long as it performs in accordance with such information and instructions.

Sub-Advisory Services. a. The Sub-Adviser shall, subject to the supervision of the Manager and in cooperation with any administrator appointed by the Manager (the "Administrator"), manage the investment and reinvestment of the assets of the SeriesPortfolio. Subject to paragraph 1.g. below, the The Sub-Adviser shall manage the Series Portfolio in conformity with (1) the investment objective, policies and restrictions of the Series Portfolio set forth in the TrustFund's prospectus and statement of additional information, as revised or supplemented from time to time, information relating to the Series (the "Prospectus")Portfolio, (2) any additional policies or guidelines established by the Manager or by the TrustFund's trustees directors that have been furnished in writing to the Sub-Adviser and (3) the provisions of the Internal Revenue Code (the "Code") applicable to "regulated investment companies" (as defined in Section 851 of the Code) and "segregated asset accounts" (as defined in Section 817 of the Code), all as from time to time in effect (collectively, the "Policies"), and with all applicable provisions of law, including without limitation all applicable provisions of the Investment Company Act of 1940, as amended 1940 (the "1940 Act") and the rules and regulations thereunder. Subject to the foregoing, the Sub-Adviser is authorized, in its discretion and without prior consultation with the Manager, to buy, sell, lend and otherwise trade in any stocks, bonds and other securities and investment instruments on behalf of the SeriesPortfolio, 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 Series Portfolio 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 1.a, however, the Sub-Adviser shall, upon written instructions from the Manager, effect such portfolio transactions for the Series Portfolio as the Manager shall determine are necessary in order for the Series Portfolio to comply with the Policies. b. The Sub-Adviser shall furnish the Manager and the Administrator daily, weekly, monthly, quarterly and/or and annual reports concerning portfolio transactions and performance of the Series Portfolio in such form as may be mutually agreed upon, and agrees to review the Series Portfolio and discuss the management of the Series Portfolio with representatives or agents of the Manager, the Administrator or the Trust Fund at their reasonable request. The Sub-Adviser shall permit all books and records with respect to the Series Portfolio 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 Fund with such other information and reports as may reasonably be requested by the Manager, the Administrator or the Trust Fund from time to time, including without limitation all material as reasonably may be requested to by the Trustees Directors of the Trust Fund pursuant to Section 15(c) of the 1940 Act. c. The Sub-Adviser shall provide to the Manager a copy of the Sub- Sub-Adviser's Form ADV as filed with the Securities and Exchange Commission and as amended from time to time and a list of the persons whom the Sub-Adviser wishes to have authorized to give written and/or oral instructions to custodians of assets of the SeriesPortfolio. d. The Sub-Adviser will consult with and assist the Series' pricing agent regarding the valuation of securities that are not registered for public sale, not traded on any securities markets, or otherwise may be deemed illiquid for purposes of the 1940 Act and for which market quotations are not readily available. e. Unless the Manager gives the Sub-Adviser written instructions to the contrary, the Sub-Adviser shall use its good faith judgment in a manner which it reasonably believes best serves the interest of the Series' shareholders to vote or abstain from voting all proxies solicited by or with respect to the issuers of securities in which assets of the Series are invested. f. The Manager shall provide the Sub-Adviser with a list of entities with which the Sub-Adviser is restricted from engaging in transactions on behalf of the Series. The Sub-Adviser shall be responsible for complying with this restricted list and any changes thereto 10 business days after its receipt. g. The Manager acknowledges that the Sub-Adviser is not the compliance agent for the Series and does not have access to all of the Series' books and records necessary to perform certain compliance testing. However, the Sub-Adviser shall perform compliance testing with respect to the Series based upon information in its possession and upon written instructions, if any, received from the Manager or the Administrator and shall not be held in breach of this Agreement so long as it performs in accordance with such information and instructions.

Sub-Advisory Services. a. The Sub-Adviser shall, subject to the supervision of the Manager and in cooperation with of any administrator appointed by the Manager (the "Administrator"), manage the investment and reinvestment ofsuch portion of the assets of theSeries as the Series. Subject Manager may from time to paragraph 1.g. belowtime allocate to the Sub-Adviser for management (such portion, the "Segment") and the Sub-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 Series Segment in conformity with (1) the investment objective, policies and restrictions of the Series set forth in the Trust's prospectus and statement of additional information, as revised or supplemented from time to time, information relating to the Series (subject to the "Prospectus")Manager's obligations under paragraph 2 herein, (2) any additional policies or guidelines established by the Manager or by the Trust's trustees that have been furnished in writing to the Sub-Adviser and (3) the provisions of the Internal Revenue Code as amended (the "Code") applicable to "regulated investment companies" (as defined in Section 851 of the Code) and "segregated asset accounts" (as defined in Section 817 of the Code), all as from time to time in effect (collectively, the "Policies"), and 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") and the rules and regulations thereunder. For purposes of compliance with the Policies, the Sub-Adviser shall be entitled to treat the Segment as though the Segment constituted the entire Series, and the Sub-Adviser shall not be responsible in any way for the compliance of any assets of the Series, other than the Segment, 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 Manager, to buy, sell, lend and otherwise trade in any stocks, bonds and other securities and investment instruments on behalf of the Series, 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 Series 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 1.a, ; however, the Sub-Adviser shall, upon written instructions from the Manager, effect such portfolio transactions for the Series Segment as the Manager shall determine are necessary in order for the Series to comply with the Policies. b. The Sub-Adviser shall furnish the Manager and the Administrator daily, weekly, monthly, quarterly and/or annual reports concerning transactions and performance of the Series in such form as may be mutually agreed upon, and agrees 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 Policies subject 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 to the Trustees standard of the Trust pursuant to Section 15(c) of the 1940 Act. c. The Sub-Adviser shall provide to the Manager a copy of the Sub- Adviser's Form ADV as filed with the Securities and Exchange Commission and as amended from time to time and a list of the persons whom the Sub-Adviser wishes to have authorized to give written and/or oral instructions to custodians of assets of the Series. d. The Sub-Adviser will consult with and assist the Series' pricing agent regarding the valuation of securities that are not registered for public sale, not traded on any securities markets, or otherwise may be deemed illiquid for purposes of the 1940 Act and for which market quotations are not readily available. e. Unless the Manager gives the Sub-Adviser written instructions to the contrary, the Sub-Adviser shall use its good faith judgment care set forth in a manner which it reasonably believes best serves the interest of the Series' shareholders to vote or abstain from voting all proxies solicited by or with respect to the issuers of securities in which assets of the Series are invested. f. The Manager shall provide the Sub-Adviser with a list of entities with which the Sub-Adviser is restricted from engaging in transactions on behalf of the Series. The Sub-Adviser shall be responsible for complying with this restricted list and any changes thereto 10 business days after its receipt. g. The Manager acknowledges that the Sub-Adviser is not the compliance agent for the Series and does not have access to all of the Series' books and records necessary to perform certain compliance testing. However, the Sub-Adviser shall perform compliance testing with respect to the Series based upon information in its possession and upon written instructions, if any, received from the Manager or the Administrator and shall not be held in breach section 9 of this Agreement so long as it performs in accordance with such information and instructionsAgreement.

Sub-Advisory Services. a. The Sub-Adviser shall, subject to the supervision of the Manager and in cooperation with of any administrator appointed by the Manager (the "Administrator"), manage the investment and reinvestment of the assets of the Series, and 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 Series from time to time invests. Subject to paragraph 1.g. below, the The Sub-Adviser shall manage the Series in conformity with (1) the investment objective, policies and restrictions of the Series set forth in the Trust's prospectus and statement of additional information, as revised or supplemented from time to time, information relating to the Series (the "Prospectus")Series, (2) any additional policies or guidelines established by the Manager or by the Trust's trustees that have been furnished in writing to the Sub-Adviser and (3) the provisions of the Internal Revenue Code of 1986, as amended (the "Code") applicable to "regulated investment companies" (as defined in Section 851 of the Code) and "segregated asset accounts" (as defined in Section 817 of the Code), all as from time to time in effect (collectively, the "Policies"), and 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") and the rules and regulations thereunder. Subject to the foregoing, the Sub-Adviser is authorized, in its discretion and without prior consultation with the Manager, to buy, sell, lend and otherwise trade in any stocks, bonds and other securities and investment instruments on behalf of the Series, 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 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 1.a, however, the Sub-Adviser shall, upon written instructions from the Manager, effect such portfolio transactions for the Series as the Manager shall determine are necessary in order for the Series to comply with the Policies. b. The Sub-Adviser shall furnish the Manager and the Administrator daily, weekly, monthly, quarterly and/or annual reports concerning transactions and performance of the Series in such form as may be mutually agreed upon, and agrees 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 to the Trustees of the Trust pursuant to Section 15(c) of the 1940 Act. c. The Sub-Adviser shall provide to the Manager a copy of the Sub- Adviser's Form ADV as filed with the Securities and Exchange Commission and as amended from time to time and a list of the persons whom the Sub-Adviser wishes to have authorized to give written and/or oral instructions to custodians of assets of the Series. d. The Sub-Adviser will consult with and assist the Series' pricing agent regarding the valuation of securities that are not registered for public sale, not traded on any securities markets, or otherwise may be deemed illiquid for purposes of the 1940 Act and for which market quotations are not readily available. e. Unless the Manager gives the Sub-Adviser written instructions to the contrary, the Sub-Adviser shall use its good faith judgment in a manner which it reasonably believes best serves the interest of the Series' shareholders to vote or abstain from voting all proxies solicited by or with respect to the issuers of securities in which assets of the Series are invested. f. The Manager shall provide the Sub-Adviser with a list of entities with which the Sub-Adviser is restricted from engaging in transactions on behalf of the Series. The Sub-Adviser shall be responsible for complying with this restricted list and any changes thereto 10 business days after its receipt. g. The Manager acknowledges that the Sub-Adviser is not the compliance agent for the Series and does not have access to all of the Series' books and records necessary to perform certain compliance testing. However, the Sub-Adviser shall perform compliance testing with respect to the Series based upon information in its possession and upon written instructions, if any, received from the Manager or the Administrator and shall not be held in breach of this Agreement so long as it performs in accordance with such information and instructions.

Sub-Advisory Services. a. The Sub-Adviser shall, subject to the supervision of the Manager and in cooperation with of any administrator appointed by the Manager (the "Administrator"), manage the investment and reinvestment of such portion of the assets of the SeriesSeries designated as the "▇▇▇▇▇▇ ▇▇▇▇▇▇ Core Fixed Income Discipline" as the Manager may from time to time allocate to the Sub-Adviser for management (the "Segment") and the Sub-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. Subject to paragraph 1.g. below, the The Sub-Adviser shall manage the Series Segment in conformity with (1) the investment objective, policies and restrictions of the Series set forth in the Trust's prospectus and statement of additional information, as revised or supplemented from time to time, information relating to the Series (the "Prospectus")Series, (2) any additional policies or guidelines established by the Manager or by the Trust's trustees that have been furnished in writing to the Sub-Adviser and (3) the provisions of the Internal Revenue Code (the "Code") applicable to "regulated investment companies" (as defined in Section 851 of the Code) and "segregated asset accounts" (as defined in Section 817 of the Code), all as from time to time in effect (collectively, the "Policies"), and with all applicable provisions of law, including without limitation all applicable provisions of the Investment Company Act of 1940, as amended 1940 (the "1940 Act") and the rules and regulations thereunder. For purposes of compliance with the Policies, the Sub-Adviser shall be entitled to treat the Segment as though the Segment constituted the entire Series, and the Sub-Adviser shall not be responsible in any way for the compliance of any assets of the Series, other than the Segment, 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 Manager, to buy, sell, lend and otherwise trade in any stocks, bonds and other securities and investment instruments on behalf of the Series, 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 Series 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 1.a, ; however, the Sub-Adviser shall, upon written instructions from the Manager, effect such portfolio transactions for the Series Segment as the Manager shall determine are necessary in order for the Series to comply with the Policies. b. The Sub-Adviser shall furnish the Manager and the Administrator daily, weekly, monthly, quarterly and/or annual reports concerning transactions and performance of the Series in such form as may be mutually agreed upon, and agrees 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 to the Trustees of the Trust pursuant to Section 15(c) of the 1940 Act. c. The Sub-Adviser shall provide to the Manager a copy of the Sub- Adviser's Form ADV as filed with the Securities and Exchange Commission and as amended from time to time and a list of the persons whom the Sub-Adviser wishes to have authorized to give written and/or oral instructions to custodians of assets of the Series. d. The Sub-Adviser will consult with and assist the Series' pricing agent regarding the valuation of securities that are not registered for public sale, not traded on any securities markets, or otherwise may be deemed illiquid for purposes of the 1940 Act and for which market quotations are not readily available. e. Unless the Manager gives the Sub-Adviser written instructions to the contrary, the Sub-Adviser shall use its good faith judgment in a manner which it reasonably believes best serves the interest of the Series' shareholders to vote or abstain from voting all proxies solicited by or with respect to the issuers of securities in which assets of the Series are invested. f. The Manager shall provide the Sub-Adviser with a list of entities with which the Sub-Adviser is restricted from engaging in transactions on behalf of the Series. The Sub-Adviser shall be responsible for complying with this restricted list and any changes thereto 10 business days after its receipt. g. The Manager acknowledges that the Sub-Adviser is not the compliance agent for the Series and does not have access to all of the Series' books and records necessary to perform certain compliance testing. However, the Sub-Adviser shall perform compliance testing with respect to the Series based upon information in its possession and upon written instructions, if any, received from the Manager or the Administrator and shall not be held in breach of this Agreement so long as it performs in accordance with such information and instructions.

Sub-Advisory Services. a. The Sub-Adviser shall, subject to the supervision of the Manager and in cooperation with of any administrator appointed by the Manager (the "“Administrator"”), manage the investment and reinvestment of such portion the assets of each Fund as the Series. Subject Manager or its designee may from time to paragraph 1.g. belowtime allocate to the Sub-Adviser for management (each a “Segment” and, collectively, the “Segments”). The Sub-Adviser shall 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-Adviser shall manage the Series each Segment in conformity with (1) the investment objective, policies and restrictions of the Series applicable Segment of the applicable Fund set forth in the Trust's ’s prospectus and statement of additional information, as revised or supplemented from time to time, information relating to the Series (the "Prospectus")Fund, , (2) any additional policies or guidelines established by the Manager or by the Trust's ’s trustees that have been furnished in writing to the Sub-Adviser and (3) the provisions of the Internal Revenue Code as amended (the "“Code"”) applicable to "“regulated investment companies" ” (as defined in Section 851 of the Code) and "segregated asset accounts" (as defined in Section 817 of the Code), all as from time to time in effect (collectively, the "“Policies"”), and with all applicable provisions of law, including without limitation all applicable provisions of the Investment Company Act of 1940, as amended (the "“1940 Act"”) and the rules and regulations thereunder. For purposes of compliance with the Policies, the Sub-Adviser shall be entitled to treat each Segment as though the Segment constituted the entire Fund, and the Sub-Adviser shall not be responsible in any way for the compliance of any assets of the Funds, other than the Segments, 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 Manager, to buy, sell, lend and otherwise trade in any stocks, bonds and other securities and investment instruments on behalf of the SeriesFunds, 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 Series 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 1.a, however, the Sub-Adviser shall, upon written instructions from the Manager, effect such portfolio transactions for the Series a Segment as the Manager shall determine are necessary in order for the Series applicable Fund to comply with the Policies. b. The Sub-Adviser shall furnish the Manager and the Administrator daily, weekly, monthly, quarterly and/or and annual reports concerning portfolio transactions and performance of the Series Segments in such form as may be mutually agreed upon, and agrees to review the Series Segments and discuss the management of the Series Segments with representatives or agents of the Manager, Manager and the Administrator or the Trust at their reasonable requestAdministrator. The Sub-Adviser shall permit all books and records with respect to the Series Segments 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 Manager with such other information and reports as may reasonably be requested by the Manager, the Administrator or the Trust Manager from time to time, including without limitation all material as reasonably may requested by or required to be requested delivered to the Trustees of the Trust pursuant to Section 15(c) of the 1940 ActTrust. c. The Sub-Adviser shall provide to the Manager a copy of the Sub- Sub-Adviser's ’s Form ADV as filed with the Securities and Exchange Commission and as amended from time to time and a list of the persons whom the Sub-Adviser wishes to have authorized to give written and/or oral instructions to custodians of assets of the SeriesFunds. d. The Sub-Adviser will consult with and assist the Series' pricing agent regarding the valuation of securities that are not registered for public sale, not traded on any securities markets, or otherwise may be deemed illiquid for purposes of the 1940 Act and for which market quotations are not readily available. e. Unless the Manager gives the Sub-Adviser written instructions to the contrary, the Sub-Adviser shall use its good faith judgment in a manner which it reasonably believes best serves the interest of the Series' shareholders to vote or abstain from voting all proxies solicited by or with respect to the issuers of securities in which assets of the Series are invested. f. The Manager shall provide the Sub-Adviser with a list of entities with which the Sub-Adviser is restricted from engaging in transactions on behalf of the Series. The Sub-Adviser shall be responsible for complying with this restricted list and any changes thereto 10 business days after its receipt. g. The Manager acknowledges that the Sub-Adviser is not the compliance agent for the Series and does not have access to all of the Series' books and records necessary to perform certain compliance testing. However, the Sub-Adviser shall perform compliance testing with respect to the Series based upon information in its possession and upon written instructions, if any, received from the Manager or the Administrator and shall not be held in breach of this Agreement so long as it performs in accordance with such information and instructions.

Sub-Advisory Services. a. The Sub-Adviser shall, subject to the supervision of the Manager and in cooperation with any administrator appointed by the Manager (the "Administrator"), manage the investment and reinvestment of the assets of the Series. Subject to paragraph 1.g. below, the Sub-Adviser shall manage the Series in conformity with (1) the investment objective, policies and restrictions of the Series set forth in the Trust's prospectus and statement of additional information, as revised or supplemented from time to time, relating to the Series (the "Prospectus"), (2) any additional policies or guidelines established by the Manager or by the Trust's trustees that have been furnished in writing to the Sub-Adviser and (3) the provisions of the Internal Revenue Code (the "Code") applicable to "regulated investment companies" (as defined in Section 851 of the Code) and "segregated asset accounts" (as defined in Section 817 of the Code), all as from time to time in effect (collectively, the "Policies"), and with all applicable provisions of law, including without limitation all applicable provisions of the Investment Company Act of 1940, as amended (the "1940 Act") and the rules and regulations thereunder. Subject to the foregoing, the Sub-Adviser is authorized, in its discretion and without prior consultation with the Manager, to buy, sell, lend and otherwise trade in any stocks, bonds and other securities and investment instruments on behalf of the Series, 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 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 1.a, however, the Sub-Adviser shall, upon written instructions from the Manager, effect such portfolio transactions for the Series as the Manager shall determine are necessary in order for the Series to comply with the Policies. b. The Sub-Adviser shall furnish the Manager and the Administrator daily, weekly, monthly, quarterly and/or annual reports concerning transactions and performance of the Series in such form as may be mutually agreed upon, and agrees 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 to the Trustees of the Trust pursuant to Section 15(c) of the 1940 Act. c. The Sub-Adviser shall provide to the Manager a copy of the Sub- Sub-Adviser's Form ADV as filed with the Securities and Exchange Commission and as amended from time to time and a list of the persons whom the Sub-Adviser wishes to have authorized to give written and/or oral instructions to custodians of assets of the Series. d. The Sub-Adviser will consult with and assist the Series' pricing agent regarding the valuation of securities that are not registered for public sale, not traded on any securities markets, or otherwise may be deemed illiquid for purposes of the 1940 Act and for which market quotations are not readily available. e. Unless the Manager gives the Sub-Adviser written instructions to the contrary, the Sub-Adviser shall use its good faith judgment in a manner which it reasonably believes best serves the interest of the Series' shareholders to vote or abstain from voting all proxies solicited by or with respect to the issuers of securities in which assets of the Series are invested. f. The Manager shall provide the Sub-Adviser with a list of entities with which the Sub-Adviser is restricted from engaging in transactions on behalf of the Series. The Sub-Adviser shall be responsible for complying with this restricted list and any changes thereto 10 business days after its receipt. g. The Manager acknowledges that the Sub-Adviser is not the compliance agent for the Series and does not have access to all of the Series' books and records necessary to perform certain compliance testing. However, the Sub-Adviser shall perform compliance testing with respect to the Series based upon information in its possession and upon written instructions, if any, received from the Manager or the Administrator and shall not be held in breach of this Agreement so long as it performs in accordance with such information and instructions.

Sub-Advisory Services. a. The Sub-Adviser shall, subject to the supervision of the Manager and in cooperation with any administrator appointed by the Manager (the "“Administrator"”), manage the investment and reinvestment of the assets of the SeriesPortfolio. Subject to paragraph 1.g. below, the Sub-Adviser shall manage the Series Portfolio in conformity with (1) the investment objective, policies and restrictions of the Series Portfolio set forth in the Trust's Fund’s prospectus and statement of additional information, as revised or supplemented from time to time, relating to the Series Portfolio (the "“Prospectus"”), (2) any additional policies or guidelines established by the Manager or by the Trust's trustees Fund’s directors that have been furnished in writing to the Sub-Adviser and (3) the provisions of the Internal Revenue Code (the "“Code"”) applicable to "“regulated investment companies" ” (as defined in Section 851 of the Code) and "“segregated asset accounts" ” (as defined in Section 817 of the Code), all as from time to time in effect (collectively, the "“Policies"”), and with all applicable provisions of law, including without limitation all applicable provisions of the Investment Company Act of 1940, as amended (the "“1940 Act"”) and the rules and regulations thereunder. Subject to the foregoing, the Sub-Adviser is authorized, in its discretion and without prior consultation with the Manager, to buy, sell, lend and otherwise trade in any stocks, bonds and other securities and investment instruments on behalf of the SeriesPortfolio, 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 Series Portfolio 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 1.a, however, the Sub-Adviser shall, upon written instructions from the Manager, effect such portfolio transactions for the Series Portfolio as the Manager shall determine are necessary in order for the Series Portfolio to comply with the Policies. b. The Sub-Adviser shall furnish the Manager and the Administrator daily, weekly, monthly, quarterly and/or annual reports concerning transactions and performance of the Series Portfolio in such form as may be mutually agreed upon, and agrees to review the Series Portfolio and discuss the management of the Series Portfolio with representatives or agents of the Manager, the Administrator or the Trust Fund at their reasonable request. The Sub-Adviser shall permit all books and records with respect to the Series Portfolio 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 Fund with such other information and reports as may reasonably be requested by the Manager, the Administrator or the Trust Fund from time to time, including without limitation all material as reasonably may be requested to the Trustees Directors of the Trust Fund pursuant to Section 15(c) of the 1940 Act. c. The Sub-Adviser shall provide to the Manager a copy of the Sub- Sub-Adviser's ’s Form ADV as filed with the Securities and Exchange Commission and as amended from time to time and a list of the persons whom the Sub-Adviser wishes to have authorized to give written and/or oral instructions to custodians of assets of the SeriesPortfolio. d. The Sub-Adviser will consult with and assist the Series' Portfolio’s pricing agent regarding the valuation of securities that are not registered for public sale, not traded on any securities markets, or otherwise may be deemed illiquid for purposes of the 1940 Act and for which market quotations are not readily available. e. Unless the Manager gives the Sub-Adviser written instructions to the contrary, the Sub-Adviser shall use its good faith judgment in a manner which it reasonably believes best serves the interest of the Series' Portfolio’s shareholders to vote or abstain from voting all proxies solicited by or with respect to the issuers of securities in which assets of the Series Portfolio are invested. f. The Manager shall provide the Sub-Adviser with a list of entities with which the Sub-Adviser is restricted from engaging in transactions on behalf of the SeriesPortfolio. The Sub-Adviser shall be responsible for complying with this restricted list and any changes thereto 10 business days after its receipt. g. The Manager acknowledges that the Sub-Adviser is not the compliance agent for the Series Portfolio and does not have access to all of the Series' Portfolio’s books and records necessary to perform certain compliance testing. However, the Sub-Adviser shall perform compliance testing with respect to the Series Portfolio based upon information in its possession and upon written instructions, if any, received from the Manager or the Administrator and shall not be held in breach of this Agreement so long as it performs in accordance with such information and instructions. h. In accordance with Rule 17a-10 under the 1940 Act and any other applicable law, the Subadviser shall not consult with any other subadviser to the Portfolio or any subadviser to any other portfolio of the Fund or to any other investment company or investment company series for which the Manager serves as investment adviser concerning transactions of the Portfolio in securities or other assets, other than for purposes of complying with conditions of paragraphs (a) and (b) of Rule 12d3-1 under the 1940 Act.

Sub-Advisory Services. a. The Sub-Adviser shall, subject to the supervision of the Manager and in cooperation with of any administrator appointed by the Manager (the "Administrator"), manage the investment and reinvestment of such portion of the assets of the Series. Subject Series as the Manager may from time to paragraph 1.g. belowtime allocate to the Sub-Adviser for management (such portion, the "Segment"), and the Sub-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 Series Segment in conformity with (1) the investment objective, policies and restrictions of the Series set forth in the Trust's prospectus and statement of additional information, as revised or supplemented from time to time, information relating to the Series (the "Prospectus")Series, (2) any additional policies or guidelines established by the Manager or by the Trust's trustees that have been furnished in writing to the Sub-Adviser and (3) the provisions of the Internal Revenue Code of 1986, as amended, (the "Code") applicable to "regulated investment companies" (as defined in Section 851 of the Code) and "segregated asset accounts" (as defined in Section 817 of the Code), all as from time to time in effect (collectively, the "Policies"), and with all applicable provisions of law, including without limitation all applicable provisions of the Investment Company Act of 1940, as amended amended, (the "1940 Act") and the rules and regulations thereunder. For purposes of compliance with the Policies, the Sub-Adviser shall be entitled to treat the Segment as though the Segment constituted the entire Series, and the Sub-Adviser shall not be responsible in any way for the compliance of any assets of the Series, other than the Segment, 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 Manager, to buy, sell, lend and otherwise trade in any stocks, bonds and other securities and investment instruments on behalf of the Series, 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 Series 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 1.a, ; however, the Sub-Adviser shall, upon written instructions from the Manager, effect such portfolio transactions for the Series Segment as the Manager shall determine are necessary in order for the Series to comply with the Policies. b. The Sub-Adviser shall furnish the Manager and the Administrator daily, weekly, monthly, quarterly and/or and annual reports concerning portfolio transactions and performance of the Series Segment in such form as may be mutually agreed upon, and agrees to review the Series Segment and discuss the management of the Series with representatives or agents of the Manager, the Administrator or the Trust at their reasonable requestit. The Sub-Adviser shall permit all books and records with respect to the Series Segment 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 Manager with such other information and reports as may reasonably be requested by the Manager, the Administrator or the Trust Manager from time to time, including without limitation limitation, all material as reasonably may requested by or required to be requested delivered to the Trustees trustees of the Trust pursuant to Section 15(c) of the 1940 ActTrust. c. The Sub-Adviser shall provide to the Manager a copy of the Sub- Sub-Adviser's Form ADV as filed with the Securities and Exchange Commission and as amended from time to time and a list of the persons whom the Sub-Adviser wishes to have authorized to give written and/or oral instructions to custodians of assets of the Series. d. The Sub-Adviser will consult with and assist the Series' pricing agent regarding the valuation of securities that are not registered for public sale, not traded on any securities markets, or otherwise may be deemed illiquid for purposes of the 1940 Act and for which market quotations are not readily available. e. Unless the Manager gives the Sub-Adviser written instructions to the contrary, the Sub-Adviser shall use its good faith judgment in a manner which it reasonably believes best serves the interest of the Series' shareholders to vote or abstain from voting all proxies solicited by or with respect to the issuers of securities in which assets of the Series are invested. f. The Manager shall provide the Sub-Adviser with a list of entities with which the Sub-Adviser is restricted from engaging in transactions on behalf of the Series. The Sub-Adviser shall be responsible for complying with this restricted list and any changes thereto 10 business days after its receipt. g. The Manager acknowledges that the Sub-Adviser is not the compliance agent for the Series and does not have access to all of the Series' books and records necessary to perform certain compliance testing. However, the Sub-Adviser shall perform compliance testing with respect to the Series based upon information in its possession and upon written instructions, if any, received from the Manager or the Administrator and shall not be held in breach of this Agreement so long as it performs in accordance with such information and instructions.

Sub-Advisory Services. a. The Sub-Adviser shall, subject to the supervision of the Manager and in cooperation with of any administrator appointed by the Manager (the "Administrator"), manage the investment and reinvestment of such portion of the assets of the SeriesSeries designated as the "▇▇▇▇▇ & ▇▇▇▇, Mid Cap Value Discipline" as the Manager may from time to time allocate to the Sub-Adviser for management (the "Segment") and the Sub-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. Subject to paragraph 1.g. below, the The Sub-Adviser shall manage the Series Segment in conformity with (1) the investment objective, policies and restrictions of the Series set forth in the Trust's prospectus and statement of additional information, as revised or supplemented from time to time, information relating to the Series (the "Prospectus")Series, (2) any additional policies or guidelines established by the Manager or by the Trust's trustees that have been furnished in writing to the Sub-Adviser and (3) the provisions of the Internal Revenue Code (the "Code") applicable to "regulated investment companies" (as defined in Section 851 of the Code) and "segregated asset accounts" (as defined in Section 817 of the Code), all as from time to time in effect (collectively, the "Policies"), and with all applicable provisions of law, including without limitation all applicable provisions of the Investment Company Act of 1940, as amended 1940 (the "1940 Act") and the rules and regulations thereunder. For purposes of compliance with the Policies, the Sub-Adviser shall be entitled to treat the Segment as though the Segment constituted the entire Series, and the Sub-Adviser shall not be responsible in any way for the compliance of any assets of the Series, other than the Segment, 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 Manager, to buy, sell, lend and otherwise trade in any stocks, bonds and other securities and investment instruments on behalf of the Series, 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 Series 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 1.a, ; however, the Sub-Adviser shall, upon written instructions from the Manager, effect such portfolio transactions for the Series Segment as the Manager shall determine are necessary in order for the Series to comply with the Policies. b. The Sub-Adviser shall furnish the Manager and the Administrator daily, weekly, monthly, quarterly and/or annual reports concerning transactions and performance of the Series in such form as may be mutually agreed upon, and agrees 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 to the Trustees of the Trust pursuant to Section 15(c) of the 1940 Act. c. The Sub-Adviser shall provide to the Manager a copy of the Sub- Adviser's Form ADV as filed with the Securities and Exchange Commission and as amended from time to time and a list of the persons whom the Sub-Adviser wishes to have authorized to give written and/or oral instructions to custodians of assets of the Series. d. The Sub-Adviser will consult with and assist the Series' pricing agent regarding the valuation of securities that are not registered for public sale, not traded on any securities markets, or otherwise may be deemed illiquid for purposes of the 1940 Act and for which market quotations are not readily available. e. Unless the Manager gives the Sub-Adviser written instructions to the contrary, the Sub-Adviser shall use its good faith judgment in a manner which it reasonably believes best serves the interest of the Series' shareholders to vote or abstain from voting all proxies solicited by or with respect to the issuers of securities in which assets of the Series are invested. f. The Manager shall provide the Sub-Adviser with a list of entities with which the Sub-Adviser is restricted from engaging in transactions on behalf of the Series. The Sub-Adviser shall be responsible for complying with this restricted list and any changes thereto 10 business days after its receipt. g. The Manager acknowledges that the Sub-Adviser is not the compliance agent for the Series and does not have access to all of the Series' books and records necessary to perform certain compliance testing. However, the Sub-Adviser shall perform compliance testing with respect to the Series based upon information in its possession and upon written instructions, if any, received from the Manager or the Administrator and shall not be held in breach of this Agreement so long as it performs in accordance with such information and instructions.

Sub-Advisory Services. a. The Sub-Adviser shall, subject to the supervision of the Manager and in cooperation with of any administrator appointed by the Manager (the "“Administrator"”), manage the investment and reinvestment of such portion the assets of each Fund as the Series. Subject Manager or its designee may from time to paragraph 1.g. belowtime allocate to the Sub-Adviser for management (each a “Segment” and, collectively, the “Segments”). The Sub-Adviser shall 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-Adviser shall manage the Series each Segment in conformity with (1) the investment objective, policies and restrictions of the Series applicable Segment of the applicable Fund set forth in the Trust's ’s prospectus and statement of additional information, as revised or supplemented from time to time, information relating to the Series (the "Prospectus")Fund, (2) any additional policies or guidelines established by the Manager or by the Trust's ’s trustees that have been furnished in writing to the Sub-Adviser and (3) the provisions of the Internal Revenue Code as amended (the "“Code"”) applicable to "“regulated investment companies" ” (as defined in Section 851 of the Code) and "segregated asset accounts" (as defined in Section 817 of the Code), all as from time to time in effect (collectively, the "“Policies"”), and with all applicable provisions of law, including without limitation all applicable provisions of the Investment Company Act of 1940, as amended (the "“1940 Act"”) and the rules and regulations thereunder. For purposes of compliance with the Policies, the Sub-Adviser shall be entitled to treat each Segment as though the Segment constituted the entire Fund, and the Sub-Adviser shall not be responsible in any way for the compliance of any assets of the Funds, other than the Segments, 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 Manager, to buy, sell, lend and otherwise trade in any stocks, bonds and other securities and investment instruments on behalf of the SeriesFunds, 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 Series 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 1.a, however, the Sub-Adviser shall, upon written instructions from the Manager, effect such portfolio transactions for the Series a Segment as the Manager shall determine are necessary in order for the Series applicable Fund to comply with the Policies. b. The Sub-Adviser shall furnish the Manager and the Administrator daily, weekly, monthly, quarterly and/or and annual reports concerning portfolio transactions and performance of the Series Segments in such form as may be mutually agreed upon, and agrees to review the Series Segments and discuss the management of the Series Segments with representatives or agents of the Manager, Manager and the Administrator or the Trust at their reasonable requestAdministrator. The Sub-Adviser shall permit all books and records with respect to the Series Segments 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 Manager with such other information and reports as may reasonably be requested by the Manager, the Administrator or the Trust Manager from time to time, including without limitation all material as reasonably may requested by or required to be requested delivered to the Trustees of the Trust pursuant to Section 15(c) of the 1940 ActTrust. c. The Sub-Adviser shall provide to the Manager a copy of the Sub- Sub-Adviser's ’s Form ADV as filed with the Securities and Exchange Commission and as amended from time to time and a list of the persons whom the Sub-Adviser wishes to have authorized to give written and/or oral instructions to custodians of assets of the SeriesFunds. d. The Sub-Adviser will consult with and assist the Series' pricing agent regarding the valuation of securities that are not registered for public sale, not traded on any securities markets, or otherwise may be deemed illiquid for purposes of the 1940 Act and for which market quotations are not readily available. e. Unless the Manager gives the Sub-Adviser written instructions to the contrary, the Sub-Adviser shall use its good faith judgment in a manner which it reasonably believes best serves the interest of the Series' shareholders to vote or abstain from voting all proxies solicited by or with respect to the issuers of securities in which assets of the Series are invested. f. The Manager shall provide the Sub-Adviser with a list of entities with which the Sub-Adviser is restricted from engaging in transactions on behalf of the Series. The Sub-Adviser shall be responsible for complying with this restricted list and any changes thereto 10 business days after its receipt. g. The Manager acknowledges that the Sub-Adviser is not the compliance agent for the Series and does not have access to all of the Series' books and records necessary to perform certain compliance testing. However, the Sub-Adviser shall perform compliance testing with respect to the Series based upon information in its possession and upon written instructions, if any, received from the Manager or the Administrator and shall not be held in breach of this Agreement so long as it performs in accordance with such information and instructions.

Sub-Advisory Services. a. The Sub-Adviser shall, subject to the supervision of the Manager and in cooperation with any administrator appointed by the Manager (the "Administrator"), manage the investment and reinvestment of the assets of the SeriesPortfolio. Subject to paragraph 1.g. below, the The Sub-Adviser shall manage the Series Portfolio in conformity with (1) the investment objective, policies and restrictions of the Series Portfolio set forth in the TrustFund's prospectus and statement of additional information, as revised or supplemented from time to time, information relating to the Series (the "Prospectus")Portfolio, (2) any additional policies or guidelines established by the Manager or by the TrustFund's trustees directors that have been furnished in writing to the Sub-Adviser and (3) the provisions of the Internal Revenue Code (the "Code") applicable to "regulated investment companies" (as defined in Section 851 of the Code) and "segregated asset accounts" (as defined in Section 817 of the Code), all as from time to time in effect (collectively, the "Policies"), and with all applicable provisions of law, including without limitation all applicable provisions of the Investment Company Act of 1940, as amended 1940 (the "1940 Act") and the rules and regulations thereunder. Subject to the foregoing, the Sub-Adviser is authorized, in its discretion and without prior consultation with the Manager, to buy, sell, lend and otherwise trade in any stocks, bonds and other securities and investment instruments on behalf of the SeriesPortfolio, 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 Series Portfolio 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 1.a, however, the Sub-Adviser shall, upon written instructions from the Manager, effect such portfolio transactions for the Series Portfolio as the Manager shall determine are necessary in order for the Series Portfolio to comply with the Policies. b. The Sub-Adviser shall furnish the Manager and the Administrator daily, weekly, monthly, quarterly and/or and annual reports concerning transactions and performance of the Series Portfolio in such form as may be mutually agreed upon, and agrees to review the Series Portfolio and discuss the management of the Series Portfolio with representatives or agents of the Manager, the Administrator or the Trust Fund at their reasonable request. The Sub-Adviser shall permit all books and records with respect to the Series Portfolio 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 Fund with such other information and reports as may reasonably be requested by the Manager, the Administrator or the Trust Fund from time to time, including without limitation all material as reasonably may be requested to the Trustees Directors of the Trust Fund pursuant to Section 15(c) of the 1940 Act. c. The Sub-Adviser shall provide to the Manager a copy of the Sub- Sub-Adviser's and SBAM Ltd.'s respective Form ADV as filed with the Securities and Exchange Commission and as amended from time to time and a list of the persons whom the Sub-Adviser wishes to have authorized to give written and/or oral instructions to custodians of assets of the SeriesPortfolio. d. The Sub-Adviser will consult with and assist the Series' pricing agent regarding the valuation of securities that are not registered for public sale, not traded on any securities markets, or otherwise may be deemed illiquid for purposes of the 1940 Act and for which market quotations are not readily available. e. Unless the Manager gives the Sub-Adviser written instructions to the contrary, the Sub-Adviser shall use its good faith judgment in a manner which it reasonably believes best serves the interest of the Series' shareholders to vote or abstain from voting all proxies solicited by or with respect to the issuers of securities in which assets of the Series are invested. f. The Manager shall provide the Sub-Adviser with a list of entities with which the Sub-Adviser is restricted from engaging in transactions on behalf of the Series. The Sub-Adviser shall be responsible for complying with this restricted list and any changes thereto 10 business days after its receipt. g. The Manager acknowledges that the Sub-Adviser is not the compliance agent for the Series and does not have access to all of the Series' books and records necessary to perform certain compliance testing. However, the Sub-Adviser shall perform compliance testing with respect to the Series based upon information in its possession and upon written instructions, if any, received from the Manager or the Administrator and shall not be held in breach of this Agreement so long as it performs in accordance with such information and instructions.

Sub-Advisory Services. a. The Sub-Adviser shall, subject to the supervision of the Manager and in cooperation with of any administrator appointed by the Manager (the "Administrator"), manage the investment and reinvestment of such portion of the assets of the Series. Subject Series as the Manager may from time to paragraph 1.g. belowtime allocate to the Sub-Adviser for management (such portion, the "Segment"). The Sub-Adviser shall manage the Series Segment in conformity with (1) the investment objective, policies and restrictions of the Series set forth in the Trust's prospectus and statement of additional information, as revised or supplemented from time to time, information relating to the Series (the "Prospectus")Series, (2) any additional policies or guidelines established by the Manager or by the Trust's trustees that have been furnished in writing to the Sub-Adviser and (3) the provisions of the Internal Revenue Code (the "Code") applicable to "regulated investment companies" (as defined in Section 851 of the Code) and "segregated asset accounts" (as defined in Section 817 of the Code), all as from time to time in effect (collectively, the "Policies"), and with all applicable provisions of law, including without limitation all applicable provisions of the Investment Company Act of 1940, as amended 1940 (the "1940 Act") and the rules and regulations thereunder. For purposes of compliance with the Policies, the Sub-Adviser shall be entitled to treat the Segment as though the Segment constituted the entire Series, and the Sub-Adviser shall not be responsible in any way for the compliance of any assets of the Series, other than the Segment, with the Policies, or for the compliance of the Series, taken as a whole, with the Policies. Subject to the foregoing, the Sub-Sub- Adviser is authorized, in its discretion and without prior consultation with the Manager, to buy, sell, lend and otherwise trade in any stocks, bonds and other securities and investment instruments on behalf of the Series, 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 Series 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 1.a, however, the Sub-Adviser shall, upon written instructions from the Manager, effect such portfolio transactions for the Series Segment as the Manager shall determine are necessary in order for the Series to comply with the Policies. b. The Sub-Adviser shall furnish the Manager and the Administrator daily, weekly, monthly, quarterly and/or annual reports concerning transactions and performance of the Series in such form as may be mutually agreed upon, and agrees 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 to the Trustees of the Trust pursuant to Section 15(c) of the 1940 Act. c. The Sub-Adviser shall provide to the Manager a copy of the Sub- Adviser's Form ADV as filed with the Securities and Exchange Commission and as amended from time to time and a list of the persons whom the Sub-Adviser wishes to have authorized to give written and/or oral instructions to custodians of assets of the Series. d. The Sub-Adviser will consult with and assist the Series' pricing agent regarding the valuation of securities that are not registered for public sale, not traded on any securities markets, or otherwise may be deemed illiquid for purposes of the 1940 Act and for which market quotations are not readily available. e. Unless the Manager gives the Sub-Adviser written instructions to the contrary, the Sub-Adviser shall use its good faith judgment in a manner which it reasonably believes best serves the interest of the Series' shareholders to vote or abstain from voting all proxies solicited by or with respect to the issuers of securities in which assets of the Series are invested. f. The Manager shall provide the Sub-Adviser with a list of entities with which the Sub-Adviser is restricted from engaging in transactions on behalf of the Series. The Sub-Adviser shall be responsible for complying with this restricted list and any changes thereto 10 business days after its receipt. g. The Manager acknowledges that the Sub-Adviser is not the compliance agent for the Series and does not have access to all of the Series' books and records necessary to perform certain compliance testing. However, the Sub-Adviser shall perform compliance testing with respect to the Series based upon information in its possession and upon written instructions, if any, received from the Manager or the Administrator and shall not be held in breach of this Agreement so long as it performs in accordance with such information and instructions.