Common use of Sub-Advisory Services Clause in Contracts

Sub-Advisory Services. The Sub-Adviser shall implement trading decisions for each Fund in accordance with instructions provided by the Adviser in writing, pursuant to mutually agreed upon notification protocols. The Sub-Adviser shall also be primarily responsible, at the direction of the Adviser, for portfolio management functions, including daily creation and redemption and portfolio rebalancing processes for each Fund, as needed. The Adviser hereby grants the Sub-Adviser the authority to exercise full trading authority (subject to the Adviser’s instructions and oversight) for each Fund with respect to creation unit, redemption, and rebalancing processes. This includes corresponding with Authorized Participants, and implementing all activities necessary or incidental to the furtherance or conduct of such purchases, sales, or other transactions. In particular, the Sub-Adviser shall have the authority to select broker-dealers to effect trade executions in its sole discretion, subject to its best execution obligations as stated in Section 7. The Sub-Adviser may consider input from the Adviser regarding broker selection or trading strategies, while retaining discretion over such decisions to act in a manner consistent with its best execution obligations. If the Sub-Adviser requires clarification on a particular Adviser instruction (e.g., due to a potential regulatory or compliance issue), it shall seek guidance from the Adviser prior to executing any transaction in question. Prior to executing any transaction, the Sub-Adviser shall use reasonable efforts to review the Adviser’s instructions to identify any issues that it reasonably believes may raise concerns under applicable legal, regulatory, or internal compliance requirements, including, where applicable, the 1940 Act, the Advisers Act, the Fund’s investment policies and restrictions, and any compliance guidelines previously provided by the Adviser. If, in the Sub-Adviser’s reasonable judgment, a particular instruction appears to present a material risk of noncompliance with applicable law, regulation, or Fund guidelines, the Sub-Adviser shall promptly inform the Adviser and may, in its discretion, defer execution of the transaction pending further written clarification or confirmation from the Adviser. The Adviser acknowledges and agrees that the Sub-Adviser’s pre-trade review is intended solely to support the Adviser’s oversight responsibilities and shall not be construed to transfer or limit the Adviser’s ultimate responsibility for ensuring that all investment decisions and instructions comply with applicable law, regulation, and the Fund’s governing documents. In addition, the Sub-Adviser shall have discretionary authority to execute in-kind transfers and other portfolio transactions in connection with the creation and redemption of Fund shares through “creation units.” The Sub-Adviser acknowledges that the Board retains ultimate authority over the Funds and may take any and all actions necessary and reasonable to protect the interests of the Funds’ shareholders.

Sub-Advisory Services. Subject to the supervision of the Board and the Adviser, the Sub-Adviser shall assist the Adviser in providing a continuous investment program with respect to the Fund's portfolio, including investment research and management with respect to all securities and investments and cash equivalents in the Fund. The Sub-Adviser shall implement trading decisions may, subject to the Adviser's review, determine the securities and investments to be purchased, sold or retained by the Fund, and the Sub-Adviser may place orders directly with the issuer or any broker or dealer for each Fund such securities and investments. The Sub-Adviser will provide services under this Agreement in accordance with instructions the Fund's investment objective, policies and restrictions as stated in the Fund's currently effective prospectus and statement of additional information, the Trust's Declaration of Trust and By-laws, each as amended from time to time, and resolutions of the Board applicable to the Fund, each as provided to the Sub-Adviser by the Adviser in writing, pursuant to mutually agreed upon notification protocolsAdviser. The Sub-Adviser shall also be primarily responsible, at the direction have authority to enter into and execute agreements on behalf of the Fund relating to the acquisition or disposition of investment assets and the execution of portfolio transactions pursuant to the Sub-Adviser's management of the Fund under this Agreement. Such agreements may include foreign exchange contracts and other transactional agreements. Nothing contained herein, for portfolio management functionshowever, including daily creation and redemption and portfolio rebalancing processes for each Fund, as needed. The Adviser hereby grants shall be deemed to authorize the Sub-Adviser to take or receive physical possession of any cash or securities held in the authority to exercise full trading authority Fund, it being intended that sole responsibility for safekeeping thereof (subject to in such investments as the Adviser’s instructions Sub-Adviser shall direct) and oversight) for each Fund with respect to creation unit, redemption, and rebalancing processes. This includes corresponding with Authorized Participants, and implementing the consummation of all activities necessary or incidental to the furtherance or conduct of such purchases, sales, deliveries, and investments made pursuant to the Sub-Adviser's direction shall rest upon the custodian for the Fund. The parties hereto also agree that the Sub-Adviser shall not receive or vote proxies or other transactionssimilar solicitations on behalf of the Fund and that such proxies and other similar solicitations shall be voted by the Adviser in accordance with its procedures. The Sub-Adviser warrants that all actions taken in the exercise of the power herein granted to the Sub-Adviser will be taken solely and exclusively for the benefit of the Fund. Without limiting the generality of the foregoing, the Sub-Adviser further agrees that it: (a) will use the same skill and care in providing such services as it uses in providing services to fiduciary accounts for which it has investment responsibilities; (b) will conform with all applicable Rules and Regulations of the Commission under the 1940 Act and in addition will conduct its activities under this Agreement in accordance with any applicable regulations of any governmental authority pertaining to the investment advisory activities of the Sub-Adviser; (c) will place or cause to be placed orders for the Fund either directly with the issuer or with any broker or dealer. In particularplacing orders with brokers and dealers, the Sub-Adviser will attempt to obtain prompt execution of orders in an effective manner at the most favorable price. Consistent with this obligation and to the extent permitted by the 1940 Act, when the execution and price offered by two or more brokers or dealers are comparable, the Sub-Adviser may, in its discretion, purchase and sell portfolio securities to and from brokers and dealers who provide the Sub-Adviser with research advice and other services. In no instance will portfolio securities be purchased from or sold to Integrated Fund Services, Inc., the Adviser, the Sub-Adviser or any affiliated person of the Trust, Integrated Fund Services, Inc., the Sub-Adviser or the Adviser, except to the extent permitted by the 1940 Act and the Commission. Any action taken for the purpose of this Agreement by the Adviser and/or the Fund, at the discretion of either or both, with regard to the placement of securities transactions shall be the Adviser's and the Fund's sole liability and responsibility, including the performance of any broker. The Sub-Adviser may use one or more of its affiliates, or other parties related to the Sub-Adviser, as brokers for effecting securities transactions for the Fund, and pay, on behalf of the Fund, fair and reasonable brokerage commissions therefor, but only in accordance with procedures adopted by the Fund pursuant to Rule 17e-1; (d) will maintain or cause to be maintained all books and records with respect to the securities transactions of the Fund and will furnish the Board with such periodic and special reports as the Board may request; (e) will treat confidentially and as proprietary information of the Trust all records and other information relative to the Trust and the Fund and prior, present, or potential shareholder, and will not use such records and information for any purpose other than performance of its responsibilities and duties hereunder, or as required by applicable law, except after prior notification to and approval in writing by the Trust, which approval shall not be unreasonably withheld and may not be withheld where the Sub-Adviser may be exposed to civil and criminal contempt proceedings for failure to comply, when requested to divulge such information by duly constituted authorities, or when so requested by the Trust; (f) will keep the Adviser informed of developments materially affecting the Fund and will, on the Sub-Adviser's own initiative and as reasonably requested by the Adviser, furnish to the Adviser from time to time whatever information the Adviser reasonably believes appropriate for this purpose; (g) will maintain and enforce adequate security procedures with respect to all materials, records, documents and data relating to any of its responsibilities pursuant to this Agreement including all means for the effecting of securities transactions; (h) will immediately notify the Adviser and the Trust in the event that the Sub-Adviser: (i) becomes subject to a statutory disqualification that prevents the Sub-Adviser from serving as an investment adviser pursuant to this Agreement; or (ii) is or expects to become the subject of an administrative proceeding or enforcement action by the Commission or other regulatory authority; (i) will immediately forward to the Adviser, upon receipt, any correspondence from the Commission or other regulatory authority that relates to the Fund; (j) will cause the Fund to comply with the requirements of (i) Section 851(b)(2) of the Internal Revenue Code of 1986, as amended (the "Code") regarding derivation of income from specified investment activities, and (ii) Section 851(b)(4) of the Code regarding diversification of the Fund's assets; (k) will be responsible for maintaining an appropriate compliance program to ensure that the services provided by the Sub-Adviser under this Agreement are performed in a manner consistent with the applicable laws and the terms of this Agreement. The Sub-Adviser agrees to provide such reports and certifications regarding its compliance program as the Adviser or the Trust shall reasonably request from time to time; and (l) will maintain a written Code of Ethics that complies with the requirements of Rule 17j-1 under the 1940 Act. The Sub-Adviser certifies that it has adopted procedures reasonably necessary to prevent its "access persons," as such term is defined in Rule 17j-1, from violating the Code of Ethics. The Sub-Adviser shall notify the Board upon the adoption of any material change to its Code of Ethics so that the Board, including a majority of the Trustees who are not interested persons of the Trust, may approve such change not later than six months after its adoption by the Sub-Adviser, as required by Rule 17j-1. The Sub-Adviser also shall provide the Trust with a copy of any amendments to its Code of Ethics that do not represent a material change to such Code. Within 45 days of the end of each calendar year while this Agreement is in effect (or more frequently if required by Rule 17j-1 or as the Trust may reasonably request), the Sub-Adviser shall have provide the authority to select broker-dealers to effect trade executions in its sole discretionBoard with a written report that, subject to its best execution obligations as stated in Section 7. The required by Rule 17j-1: (i) describes any issue arising under the Sub-Adviser may consider input from Adviser's Code of Ethics or related procedures since the Adviser regarding broker selection last report to the Board, including, but not limited to, information about material violations of the Code or trading strategiesrelated procedures and sanctions imposed in response to material violations, while retaining discretion over such decisions to act in a manner consistent with its best execution obligations. If and (ii) certifies that the Sub-Adviser requires clarification on a particular Adviser instruction (e.g., due has adopted procedures reasonably necessary to a potential regulatory or compliance issue), it shall seek guidance prevent its access persons from violating its Code of Ethics. Upon the Adviser prior to executing any transaction in question. Prior to executing any transactionwritten request of the Trust, the Sub-Adviser shall use reasonable efforts permit the Trust to review examine the Adviser’s instructions reports to identify any issues that it reasonably believes may raise concerns under applicable legal, regulatory, or internal compliance requirements, including, where applicable, the 1940 Act, the Advisers Act, the Fund’s investment policies and restrictions, and any compliance guidelines previously provided be made by the Adviser. If, in the Sub-Adviser’s reasonable judgment, a particular instruction appears to present a material risk of noncompliance with applicable law, regulation, or Fund guidelines, the Sub-Adviser shall promptly inform the Adviser and may, in its discretion, defer execution of the transaction pending further written clarification or confirmation from the Adviser. The Adviser acknowledges and agrees that the Sub-Adviser’s pre-trade review is intended solely to support the Adviser’s oversight responsibilities and shall not be construed to transfer or limit the Adviser’s ultimate responsibility for ensuring that all investment decisions and instructions comply with applicable law, regulation, under Rule 17j-1(d) and the Fund’s governing documents. In addition, records the Sub-Adviser shall have discretionary authority maintains pursuant to execute in-kind transfers and other portfolio transactions in connection with the creation and redemption of Fund shares through “creation unitsRule 17j-1(f).” The Sub-Adviser acknowledges that the Board retains ultimate authority over the Funds and may take any and all actions necessary and reasonable to protect the interests of the Funds’ shareholders.

Sub-Advisory Services. The Subject to such written instructions and supervision as the Adviser may from time to time furnish, the Sub-Adviser shall implement trading decisions will provide an investment program for each Fund the Segment, including investment research and management with respect to securities and investments, including cash and cash equivalents in accordance with instructions provided the Segment, and will determine from time to time what securities and other investments will be purchased, retained or sold by and within the Adviser in writing, pursuant to mutually agreed upon notification protocolsSegment. The Sub-Adviser shall also be primarily responsiblewill implement such determinations through the placement, at the direction on behalf of the Adviser, for portfolio management functions, including daily creation and redemption and portfolio rebalancing processes for each Fund, of orders for the execution of portfolio transactions through such brokers or dealers as needed. The Adviser hereby grants the Sub-Adviser the authority to exercise full trading authority (subject to the Adviser’s instructions and oversight) for each Fund with respect to creation unit, redemption, and rebalancing processes. This includes corresponding with Authorized Participants, and implementing all activities necessary or incidental to the furtherance or conduct of such purchases, sales, or other transactionsit may select. In particularfulfilling its responsibilities hereunder, the Sub-Adviser shall have agrees that it will: (a) use the same skill and care in providing such services as it uses in providing services to other fiduciary accounts for which it has investment responsibilities; (b) conform with all applicable rules and regulations of the SEC and in addition will conduct its activities under this Agreement in accordance with any applicable regulations of any government authority pertaining to select broker-dealers to effect trade executions in its sole discretion, subject to its best execution obligations as stated in Section 7. The the investment advisory activities of the Sub-Adviser may consider input from and shall furnish such written reports or other documents substantiating such compliance as the Adviser regarding reasonably may request from time to time; (c) not make loans to any person to purchase or carry shares of beneficial interest in the Trust or make loans to the Trust; (d) place orders pursuant to investment determinations for the Fund either directly with the issuer or with an underwriter, market maker or broker selection or trading strategiesdealer. In placing orders, while retaining discretion over such decisions the Sub-Adviser will use its reasonable best efforts to act in a manner consistent with its obtain best execution obligationsof such orders. Consistent with this obligation, the Sub-Adviser may, to the extent permitted by law, effect portfolio securities transactions through brokers and dealers who provide brokerage and research services (within the meaning of Section 28(e) of the Securities Exchange Act of 1934) to or for the benefit of the Fund and/or other accounts over which the Sub-Adviser exercises investment discretion. Subject to the review of the Trust’s Board of Trustees from time to time with respect to the extent and continuation of the policy, the Sub-Adviser is authorized to cause the Fund to pay a broker or dealer who provides such brokerage and research services a commission for effecting a securities transaction for the Fund which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if the Sub-Adviser determines in good faith that such commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the overall responsibilities of the Sub-Adviser with respect to the accounts as to which it exercises investment discretion. The Trust or the Adviser may, from time to time in writing, direct the Sub-Adviser to place orders through one or more brokers or dealers and, thereafter, the Sub-Adviser will have no responsibility for ensuring best execution with respect to such orders. In no instance will portfolio securities be purchased from or sold to the Sub-Adviser or any affiliated person of the Sub-Adviser as principal except as may be permitted by the 1940 Act or an exemption therefrom. If the Sub-Adviser requires clarification determines in good faith that the transaction is in the best interest of each client, securities may be purchased on a particular behalf of the Fund from, or sold on behalf of the Fund to, another client of the Sub-Adviser instruction in compliance with Rule 17a-7 under the 1940 Act; (e.g.e) maintain all necessary or appropriate records with respect to the Fund’s securities transactions for the Segment in accordance with all applicable laws, due rules and regulations, including but not limited to a potential regulatory or compliance issue)Section 31 (a) of the 1940 Act, it shall seek guidance from and will furnish the Trust’s Board of Trustees and the Adviser prior such periodic and special reports as the Board and Adviser reasonably may request; (f) treat confidentially and as proprietary information of the Adviser and the Trust all records and other information relative to executing the Adviser and the Trust and prior, present, or potential shareholders, and will not use such records and information for any transaction in question. Prior purpose other than the performance of its responsibilities and duties hereunder, except that subject to executing any transactionprompt notification to the Trust and the Adviser, the Sub-Adviser shall use reasonable efforts may divulge such information to review the Adviser’s instructions to identify any issues that it reasonably believes may raise concerns under applicable legal, regulatoryits independent auditors and regulatory authorities, or internal compliance requirementswhen so requested by the Adviser and the Trust; provided, includinghowever, where applicablethat nothing contained herein shall prohibit the Sub-Adviser from (1) advertising or soliciting the public generally with respect to other products or services, regardless of whether such advertisement or solicitation may include prior, present or potential shareholders of the 1940 Act, Fund or (2) including the Advisers Act, Adviser and Trust on its general list of disclosable clients; (g) maintain its policy and practice of conducting its fiduciary functions independently. In making investment decisions for the Fund’s investment policies and restrictions, and any compliance guidelines previously provided by the Adviser. If, in the Sub-Adviser’s reasonable judgmentpersonnel will not inquire or take into consideration whether the issuers of securities proposed for purchase or sale for the Fund’s account are customers of the Adviser, a particular instruction appears to present a material risk of noncompliance with applicable law, regulation, or Fund guidelinesother sub-advisers, the Sub-Adviser or of their respective parents, subsidiaries or affiliates. In dealing with such customers, the Sub-Adviser and its subsidiaries and affiliates will not inquire or take into consideration whether securities of those customers are held by the Trust; (h) to the extent reasonably requested by the Trust, the Sub-Adviser will use its best efforts to assist the Chief Compliance Officer of the Trust in respect of Rule 38a-1 under the 1940 Act including, without limitation, providing the Chief Compliance Officer of the Trust with: (i) current copies of the compliance policies and procedures of the Sub-Adviser in effect from time to time (including prompt notice of any material changes thereto), (ii) a summary of such policies and procedures in connection with the annual review thereof by the Trust required under Rule 38a-1, and (iii) upon request, a certificate of the chief compliance officer of the Sub-Adviser to the effect that the policies and procedures of the Sub-Adviser are reasonably designed to prevent violation of the Federal Securities Laws (as such term is defined in Rule 38a-1); (i) vote all proxies for securities held in the Segment in accordance with the Trust’s Proxy Voting Policy and maintain records concerning how it has voted such proxies on behalf of the Fund, and those records shall promptly inform be made available to the Trust upon request for use in connection with the preparation and filing of the Trust’s Form N-PX; and (j) render, upon request of the Adviser and mayor the Trust’s Board of Trustees, in its discretion, defer execution written reports concerning the investment activities of the transaction pending further written clarification or confirmation from the Adviser. The Sub-Adviser acknowledges and agrees that with respect to the Sub-Adviser’s pre-trade review is intended solely to support the Adviser’s oversight responsibilities and shall not be construed to transfer or limit the Adviser’s ultimate responsibility for ensuring that all investment decisions and instructions comply with applicable law, regulation, and Segment of the Fund’s governing documents. In addition, the Sub-Adviser shall have discretionary authority to execute in-kind transfers and other portfolio transactions in connection with the creation and redemption of Fund shares through “creation units.” The Sub-Adviser acknowledges that the Board retains ultimate authority over the Funds and may take any and all actions necessary and reasonable to protect the interests of the Funds’ shareholders.

Sub-Advisory Services. The Subject to such written instructions and supervision as the Adviser may from time to time furnish, the Sub-Adviser shall implement trading decisions will provide an investment program for each Fund the Segment, including investment research and management with respect to securities and investments, including cash and cash equivalents in accordance with instructions provided the Segment, and will determine from time to time what securities and other investments will be purchased, retained or sold by and within the Adviser in writing, pursuant to mutually agreed upon notification protocolsSegment. The Sub-Adviser shall also be primarily responsiblewill implement such determinations through the placement, at the direction on behalf of the Adviser, for portfolio management functions, including daily creation and redemption and portfolio rebalancing processes for each Fund, of orders for the execution of portfolio transactions through such brokers or dealers as neededit may select. The Adviser hereby grants the Sub-Adviser may utilize the authority personnel of its foreign affiliates to exercise full trading authority (assist it with providing its services under this Agreement, provided that Sub-Adviser: will remain solely responsible for the provision of services under this Agreement; will supervise the personnel of its foreign affiliates and subject them to its Code of Ethics; and represents that it will satisfy the Adviser’s instructions and oversight) for each Fund conditions adopted by the SEC staff with respect to creation unit, redemption, and rebalancing processes. This includes corresponding with Authorized Participants, and implementing all activities necessary or incidental to the furtherance or conduct utilizing personnel of such purchases, sales, or other transactionsforeign affiliates. In particularfulfilling its responsibilities hereunder, the Sub-Adviser shall have the authority to select broker-dealers to effect trade executions in its sole discretion, subject to its best execution obligations as stated in Section 7. The Sub-Adviser may consider input from the Adviser regarding broker selection or trading strategies, while retaining discretion over such decisions to agrees that it will: (a) use reasonable care and act in a manner consistent with applicable federal and state laws and regulations in rendering the services it agrees to provide under this Agreement; (b) conform with all applicable rules and regulations of the SEC and in addition will conduct its activities under this Agreement in accordance with any applicable regulations of any government authority pertaining to the investment advisory activities of the Sub-Adviser and shall furnish such written reports or other documents substantiating such compliance as the Adviser reasonably may request from time to time; (c) not make loans to any person to purchase or carry shares of beneficial interest in the Trust or make loans to the Trust; (d) place orders pursuant to investment determinations for the Fund either directly with the issuer or with an underwriter, market maker or broker or dealer. In placing orders, the Sub-Adviser will use its reasonable best efforts to obtain best execution obligationsof such orders. Consistent with this obligation, the Sub-Adviser may, to the extent permitted by law, effect portfolio securities transactions through brokers and dealers who provide brokerage and research services (within the meaning of Section 28(e) of the Securities Exchange Act of 1934) to or for the benefit of the Fund and/or other accounts over which the Sub-Adviser exercises investment discretion. Subject to the review of the Trust’s Board of Trustees from time to time with respect to the extent and continuation of the policy, the Sub-Adviser is authorized to cause the Fund to pay a broker or dealer who provides such brokerage and research services a commission for effecting a securities transaction for the Fund which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if the Sub-Adviser determines in good faith that such commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the overall responsibilities of the Sub-Adviser with respect to the accounts as to which it exercises investment discretion. The Trust or the Adviser may, from time to time in writing, direct the Sub-Adviser to place orders through one or more brokers or dealers and, thereafter, the Sub-Adviser will have no responsibility for ensuring best execution with respect to such orders. In no instance will portfolio securities be purchased from or sold to the Sub-Adviser or any affiliated person of the Sub-Adviser as principal except as may be permitted by the 1940 Act or an exemption therefrom. If the Sub-Adviser requires clarification determines in good faith that the transaction is in the best interest of each client, securities may be purchased on a particular Adviser instruction behalf of the Fund from, or sold on behalf of the Fund to, another client of the Sub-Adviser, subject to the Trust’s policies and procedures; (e.g.e) maintain all necessary or appropriate records with respect to the Fund’s securities transactions for the Segment in accordance with all applicable laws, due rules and regulations, including but not limited to a potential regulatory or compliance issue)Section 31 (a) of the 1940 Act, it shall seek guidance from and will furnish the Trust’s Board of Trustees and the Adviser prior such periodic and special reports as the Board and Adviser reasonably may request; (f) treat confidentially and as proprietary information of the Adviser and the Trust all records and other information relative to executing the Adviser and the Trust and prior, present, or potential shareholders, and will not use such records and information for any transaction in question. Prior purpose other than the performance of its responsibilities and duties hereunder, except that subject to executing any transactionprompt notification to the Trust and the Adviser, the Sub-Adviser may divulge such information to its independent auditors and regulatory authorities, or when so requested by the Adviser and the Trust; provided, however, that nothing contained herein shall use reasonable efforts prohibit the Sub-Adviser from (1) advertising or soliciting the public generally with respect to review other products or services, regardless of whether such advertisement or solicitation may include prior, present or potential shareholders of the Adviser’s instructions Fund or (2) including the Adviser and Trust on its general list of disclosable clients; (g) in conducting its fiduciary functions, Sub-Adviser will exercise independence with respect to identify any issues investment decisions, in that it reasonably believes may raise concerns under applicable legal, regulatory, will not inquire or internal compliance requirements, including, where applicable, take into consideration whether the 1940 Act, the Advisers Act, issuers of securities proposed for purchase or sale for the Fund’s investment account are customers of the Adviser, other sub-advisers, the Sub-Adviser or of their respective parents, subsidiaries or affiliates. In dealing with such customers, the Sub-Adviser and its subsidiaries and affiliates will not inquire or take into consideration whether securities of those customers are held by the Trust; (h) to the extent reasonably requested by the Trust, the Sub-Adviser will use its best efforts to assist the Chief Compliance Officer of the Trust in respect of Rule 38a-1 under the 1940 Act upon request including, without limitation, providing the Chief Compliance Officer of the Trust with (i) copies of the compliance policies and restrictionsprocedures of the Sub-Adviser, and any (ii) a compliance guidelines previously provided by the Adviser. If, in report concerning the Sub-Adviser’s reasonable judgmentcompliance program in connection with the annual review thereof by the Trust required under Rule 38a-1, and (iii) upon request, a particular instruction appears to present a material risk certificate of noncompliance with applicable law, regulation, or Fund guidelines, the chief compliance officer of the Sub-Adviser shall promptly inform to the Adviser effect that the policies and may, in its discretion, defer execution procedures of the transaction pending further written clarification or confirmation from Sub-Adviser are reasonably designed to prevent violation of the Adviser. The Adviser acknowledges and agrees that Federal Securities Laws (as such term is defined in Rule 38a-1); (i) vote all proxies for securities held in the Segment in accordance with the Sub-Adviser’s preProxy Voting Policy and maintain records concerning how it has voted such proxies on behalf of the Fund, and those records shall be made available to the Trust upon request for use in connection with the preparation and filing of the Trust’s Form N-trade review is intended solely PX, provided that Sub-Adviser will provide the Chief Compliance Officer annually with a summary of any material changes to support the Sub-Adviser’s oversight responsibilities and shall not be construed to transfer Proxy Voting Policy; (j) render, upon the reasonable request of the Adviser or limit the AdviserTrust’s ultimate responsibility for ensuring that all Board of Trustees, written reports concerning the investment decisions and instructions comply with applicable law, regulation, and the Fund’s governing documents. In addition, activities of the Sub-Adviser with respect to the Sub-Adviser’s Segment of the Fund; and (k) not consult with any other adviser to (i) the Fund, (ii) any other series of the Trust or (iii) any other investment company under common control with the Trust concerning transactions of the Fund in securities or other assets. (This shall have discretionary authority not be deemed to execute in-kind transfers and other portfolio prohibit the Adviser from consulting with any of its affiliated persons concerning transactions in connection with the creation and redemption of Fund shares through “creation unitssecurities or other assets.” The Sub-Adviser acknowledges that the Board retains ultimate authority over the Funds and may take any and all actions necessary and reasonable to protect the interests of the Funds’ shareholders.)

Sub-Advisory Services. The Subject to such written instructions and supervision as the Adviser may from time to time furnish, the Sub-Adviser shall implement trading decisions will provide an investment program for each Fund the 2 Segment, including investment research and management with respect to securities and investments, including cash and cash equivalents in accordance with instructions provided the Segment, and will determine from time to time what securities and other investments will be purchased, retained or sold by and within the Adviser in writing, pursuant to mutually agreed upon notification protocolsSegment. The Sub-Adviser shall also be primarily responsiblewill implement such determinations through the placement, at the direction on behalf of the Adviser, for portfolio management functions, including daily creation and redemption and portfolio rebalancing processes for each Fund, of orders for the execution of portfolio transactions through such brokers or dealers as neededit may select. The Adviser hereby grants will instruct the Trust's Custodian to forward promptly to the Sub-Adviser the authority to exercise full trading authority (subject proxy and other materials relating to the Adviser’s instructions and oversight) for each Fund with respect to creation unit, redemption, and rebalancing processes. This includes corresponding with Authorized Participants, and implementing all activities necessary or incidental to the furtherance or conduct exercise of such purchasesshareholder rights and, sales, or other transactions. In particularunless otherwise instructed by the Adviser, the Sub-Adviser shall have will determine from time to time the authority manner in which voting rights, rights to select broker-dealers consent to effect trade executions in corporate action and other rights pertaining to the Fund's investments should be exercised. In fulfilling its sole discretion, subject to its best execution obligations as stated in Section 7. The Sub-Adviser may consider input from the Adviser regarding broker selection or trading strategies, while retaining discretion over such decisions to act in a manner consistent with its best execution obligations. If the Sub-Adviser requires clarification on a particular Adviser instruction (e.g., due to a potential regulatory or compliance issue), it shall seek guidance from the Adviser prior to executing any transaction in question. Prior to executing any transactionresponsibilities hereunder, the Sub-Adviser shall use reasonable efforts to review the Adviser’s instructions to identify any issues agrees that it reasonably believes may raise concerns will: (a) use the same skill and care in providing such services as it uses in providing services to other fiduciary accounts for which it has investment responsibilities; (b) conform with all applicable rules and regulations of the United States Securities and Exchange Commission ("SEC") and in addition will conduct its activities under this Agreement in accordance with any applicable legal, regulatory, or internal compliance requirements, including, where applicable, regulations of any government authority pertaining to the 1940 Act, the Advisers Act, the Fund’s investment policies and restrictions, and any compliance guidelines previously provided by the Adviser. If, in advisory activities of the Sub-Adviser’s reasonable judgmentAdviser and shall furnish such written reports or other documents substantiating such compliance as the Adviser reasonably may request from time to time; (c) not make loans to any person to purchase or carry shares of beneficial interest in the Trust or make loans to the Trust; (d) place orders pursuant to investment determinations for the Fund either directly with the issuer or with an underwriter, a particular instruction appears to present a material risk of noncompliance with applicable law, regulation, market maker or Fund guidelinesbroker or dealer. In placing orders, the Sub-Adviser shall promptly inform the Adviser and may, in will use its discretion, defer reasonable best efforts to obtain best execution of the transaction pending further written clarification or confirmation from the Advisersuch orders. The Adviser acknowledges and agrees that the Sub-Adviser’s pre-trade review is intended solely to support the Adviser’s oversight responsibilities and shall not be construed to transfer or limit the Adviser’s ultimate responsibility for ensuring that all investment decisions and instructions comply Consistent with applicable law, regulation, and the Fund’s governing documents. In additionthis obligation, the Sub-Adviser shall have discretionary authority may, to execute in-kind transfers the extent permitted by law, effect portfolio securities transactions through brokers and dealers who provide brokerage and research services (within the meaning of Section 28(c) of the Securities Exchange Act of 1934) to or for the benefit of the Fund and/or other portfolio transactions in connection with accounts over which the creation and redemption of Fund shares through “creation units.” The Sub-Adviser acknowledges exercises investment discretion. Subject to the review of the Trust's Board of Trustees from time to time with respect to the extent and continuation of the policy, the Sub-Adviser is authorized to cause the Fund to pay a broker or dealer who provides such brokerage and research services a commission for effecting a securities transaction for the Fund which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if the Sub-Adviser determines in good faith that such commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the overall responsibilities of the Sub-Adviser with respect to the accounts as to which it exercises investment discretion. The Trust or the Adviser may, from time to time in writing, direct the Sub-Adviser to place orders through one or more brokers or dealers and, thereafter, the Sub-Adviser will have no responsibility for ensuring best execution with respect to such orders. In no instance will portfolio securities be purchased from or sold to the Sub-Adviser or any affiliated person of the Sub-Adviser as principal except as may be permitted by the 1940 Act or an exemption (e) maintain all necessary or appropriate records with respect to the Fund's securities transactions for the Segment in accordance with all applicable laws, rules and regulations, including but not limited to Section 31 (a) of the 1940 Act, and will furnish the Trust's Board of Trustees and the Adviser such periodic and special reports as the Board retains ultimate authority over the Funds and Adviser reasonably may take any request; (f) treat confidentially and all actions necessary and reasonable to protect the interests as proprietary information of the Funds’ Adviser and the Trust all records and other information relative to the Adviser and the Trust and prior, present, or potential shareholders, and will not use such records and information for any purpose other than the performance of its responsibilities and duties hereunder, except that subject to prompt notification to the Trust and the Adviser, the Sub-Adviser may divulge such information to its independent auditors and regulatory authorities, or when so requested by the Adviser and the Trust; provided, however, that nothing contained herein shall prohibit the Sub-Adviser from (1) advertising or soliciting the public generally with respect to other products or services, regardless of whether such advertisement or solicitation may include prior, present or potential shareholders of the Fund or (2) including the Adviser and Trust on its general list of disclosable clients. (g) maintain its policy and practice of conducting its fiduciary functions independently. In making investment decisions for the Fund, the Sub-Adviser's personnel will not inquire or take into consideration whether the issuers of securities proposed for purchase or sale for the Fund's account are customers of the Adviser, other sub-advisers, the Sub-Adviser or of their respective parents, subsidiaries or affiliates. In dealing with such customers, the Sub-Adviser and its subsidiaries and affiliates will not inquire or take into consideration whether securities of those customers are held by the Trust; and (h) render, upon request of the Adviser or the Trust's Board of Trustees, written reports concerning the investment activities of the Sub-Adviser with respect to the Sub-Adviser's Segment of the Fund.

Sub-Advisory Services. The Subject to written Investment Instructions and supervision as the Adviser may from time to time furnish, the Sub-Adviser shall implement trading decisions will provide an investment program for each Fund the Segment, including investment research and management with respect to securities and investments, including cash and cash equivalents in accordance with instructions provided the Segment, and will determine from time to time what securities and other investments will be purchased, retained or sold by and within the Adviser in writing, pursuant to mutually agreed upon notification protocolsSegment. The Sub-Adviser shall also be primarily responsiblewill implement such determinations through the placement, at the direction on behalf of the Adviser, for portfolio management functions, including daily creation and redemption and portfolio rebalancing processes for each Fund, of orders for the execution of portfolio transactions through such brokers or dealers as needed. The Adviser hereby grants the Sub-Adviser the authority to exercise full trading authority (subject to the Adviser’s instructions and oversight) for each Fund with respect to creation unit, redemption, and rebalancing processes. This includes corresponding with Authorized Participants, and implementing all activities necessary or incidental to the furtherance or conduct of such purchases, sales, or other transactions. In particular, the Sub-Adviser shall have the authority to select broker-dealers to effect trade executions in its sole discretion, subject to its best execution obligations as stated in Section 7. The Sub-Adviser it may consider input from the Adviser regarding broker selection or trading strategies, while retaining discretion over such decisions to act in a manner consistent with its best execution obligationsselect. If the Sub-Adviser requires clarification on a particular Adviser instruction (e.g., due is unable to a potential regulatory or compliance issue)comply with the Investment Instructions, it shall seek guidance from must promptly notify the Adviser. Upon receipt of such notice, the Adviser prior to executing any transaction in question. Prior to executing any transaction, must withdraw the specific instructions with which the Sub-Adviser shall use reasonable efforts is unable to review comply. If an Investment Instruction is inconsistent with the Adviser’s instructions to identify any issues that it reasonably believes may raise concerns under applicable legalinvestment guidelines, regulatoryinvestment program, Prospectus or internal compliance requirements, including, where applicable, the 1940 Act, the Advisers Act, the Fund’s investment policies and restrictions, and any compliance guidelines previously provided by the Adviser. IfStatement of Additional Information or, in the Sub-Adviser’s reasonable judgmentopinion, ambiguous or unclear in any respect, the Adviser must promptly clarify the instruction with the Sub-Adviser and the Investment Instruction will not operate until it has been clarified. The Sub-Adviser is entitled to rely on the accuracy and validity of any Investment Instruction. The Adviser acknowledges that the Sub-Adviser will manage the Segment on a particular instruction appears pre-tax basis and is not required to present a material risk of noncompliance with applicable lawtake into account the Adviser’s, regulation, Trustee’s or Fund guidelinesFund’s tax position in managing the Segment. In fulfilling its responsibilities hereunder, the Sub-Adviser agrees that it will: (a) use the same skill and care in providing such services as it uses in providing services to other fiduciary accounts for which it has investment responsibilities; (b) conform with all applicable rules and regulations of the SEC and in addition will conduct its activities under this Agreement in accordance with any applicable regulations of any government authority pertaining to the investment advisory activities of the Sub-Adviser and shall promptly inform furnish such written reports or other documents substantiating such compliance as the Adviser reasonably may request from time to time; (c) not make loans to any person to purchase or carry shares of beneficial interest in the Trust or make loans to the Trust; (d) place orders pursuant to investment determinations for the Fund either directly with the issuer or with an underwriter, market maker or broker or dealer. In placing orders, the Sub-Adviser will use its reasonable efforts to obtain best execution of such orders, subject to the Sub-Adviser not using any affiliated brokers. Consistent with this obligation, the Sub-Adviser may, to the extent permitted by law, effect portfolio securities transactions through brokers and dealers who provide brokerage and research services (within the meaning of Section 28(e) of the Securities Exchange Act of 1934) to or for the benefit of the Fund and/or other accounts over which the Sub-Adviser exercises investment discretion. Subject to the review of the Trust’s Board of Trustees from time to time with respect to the extent and continuation of the policy, the Sub-Adviser is authorized to cause the Fund to pay a broker or dealer who provides such brokerage and research services a commission for effecting a securities transaction for the Fund which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if the Sub-Adviser determines in good faith that such commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the overall responsibilities of the Sub-Adviser with respect to the accounts as to which it exercises investment discretion. The Trust or the Adviser may, from time to time in writing, direct the Sub-Adviser to place orders through one or more brokers or dealers and, thereafter, the Sub-Adviser will have no responsibility for ensuring best execution with respect to such orders. In no instance will portfolio securities be purchased from or sold to the Sub-Adviser or any affiliated person of the Sub-Adviser as principal except as may be permitted by the 1940 Act or an exemption therefrom. If the Sub-Adviser determines in good faith that the transaction is in the best interest of each client, securities may be purchased on behalf of the Fund from, or sold on behalf of the Fund to, another client of the Sub-Adviser in compliance with Rule 17a-7 under the 1940 Act; (e) maintain all necessary or appropriate records with respect to the Fund’s securities transactions for the Segment in accordance with all applicable laws, rules and regulations, including but not limited to Section 31 (a) of the 1940 Act, and will furnish the Trust’s Board of Trustees and the Adviser such periodic and special reports as the Board and Adviser reasonably may request; (f) treat confidentially and as proprietary information of the Adviser and maythe Trust all records and other information relative to the Adviser and the Trust and prior, in present, or potential shareholders, and will not use such records and information for any purpose other than the performance of its discretionresponsibilities and duties hereunder, defer execution except that subject to prompt notification to the Trust and the Adviser, the Sub-Adviser may divulge such information to its independent auditors and regulatory authorities, or when so requested by the Adviser and the Trust; provided, however, that nothing contained herein shall prohibit the Sub-Adviser from (1) advertising or soliciting the public generally with respect to other products or services, regardless of whether such advertisement or solicitation may include prior, present or potential shareholders of the transaction pending further written clarification Fund or confirmation from (2) including the AdviserAdviser and Trust on its general list of disclosable clients. The Adviser acknowledges Each party may also divulge such information to its related bodies corporate, brokers, counterparties, and agrees that stock exchanges to the extent necessary for the performance of its obligations under this Agreement; (g) maintain its policy and practice of conducting its fiduciary functions independently. In making investment decisions for the Fund, the Sub-Adviser’s pre-trade review is intended solely to support personnel will not inquire or take into consideration whether the Adviser’s oversight responsibilities and shall not be construed to transfer issuers of securities proposed for purchase or limit the Adviser’s ultimate responsibility sale for ensuring that all investment decisions and instructions comply with applicable law, regulation, and the Fund’s governing documents. In additionaccount are customers of the Adviser, other sub-advisers, the Sub-Adviser shall have discretionary authority or of their respective parents, subsidiaries or affiliates. In dealing with such customers, the Sub-Adviser and its subsidiaries and affiliates will not inquire or take into consideration whether securities of those customers are held by the Trust; (h) use reasonable efforts to execute inassist the Chief Compliance Officer of the Trust in respect of Rule 38a-1 under the 1940 Act including, without limitation, providing the Chief Compliance Officer of the Trust with (i) current copies of the policies and procedures of the Sub-kind transfers Adviser in effect from time to time (including prompt notice of any material changes thereto), (ii) a summary of such policies and other portfolio transactions procedures in connection with the creation annual review thereof by the Trust required under Rule 38a-1, and redemption (iii) upon request, a certificate of Fund shares through “creation units.” The the chief compliance officer of the Sub-Adviser acknowledges to the effect that the Board retains ultimate authority over the Funds policies and may take any and all actions necessary and reasonable to protect the interests procedures of the Funds’ shareholdersSub-Adviser are reasonably designed to prevent violation of the Federal Securities Laws (as such term is defined in Rule 38a-1); (i) use reasonable endeavours to, or use reasonable endeavours to direct the custodian to, vote all proxies for securities held in the Segment in accordance with the Trust’s Proxy Voting Policy and maintain records concerning how it has voted such proxies on behalf of the Fund, and those records shall be made available to the Trust upon request for use in connection with the preparation and filing of the Trust’s Form N-PX; and (j) render, upon request of the Adviser or the Trust’s Board of Trustees, written reports concerning the investment activities of the Sub-Adviser with respect to the Sub-Adviser’s Segment of the Fund.

Sub-Advisory Services. The Sub-Adviser shall implement trading decisions for each Fund in accordance with instructions provided by (1) Subject to the Adviser in writing, pursuant to mutually agreed upon notification protocols. The Sub-Adviser shall also be primarily responsible, at the direction general supervision of the AdviserBoard of Trustees and the Investment Manager, for portfolio management functionsduring the Term (as defined below), including daily creation and redemption and portfolio rebalancing processes for each Fund, as needed. The Adviser hereby grants the Sub-Adviser Subadviser shall provide the authority to exercise full trading authority (subject to the Adviser’s instructions and oversight) for each Fund investment advisory services with respect to creation unitthe Agreed Portfolio as are reasonably requested to be performed by the Investment Manager and that are necessary for the Investment Manager's operation of the Fund. The Subadviser will provide the Investment Manager with recommendations, redemptionadvice and assistance in connection with the Investment Adviser's selection of portfolio investments for the Fund. (2) Prior to providing investment advisory services, Subadviser will register as an investment adviser under the Advisers Act and thereafter will maintain such registration with the SEC during the remainder of the Term. Subadviser shall promptly notify Investment Manager (a) if Subadviser fails to be registered under the Advisers Act at any time after it becomes so registered, (b) if Subadviser shall have been served or otherwise have notice of any action, suit, proceeding, inquiry or investigation, at law or equity, before any court, public board or body, involving the affairs of the Fund, and rebalancing processes(c) of any other occurrence that reasonably could have a material adverse impact on the ability of the Subadviser to provide the services provided for under this Agreement. (3) Subadviser shall provide Investment Manager and Fund with written policies and procedures, or summaries thereof (the "Compliance Polices") that are reasonably designed to prevent violations of the federal securities laws as defined in Rule 38a-1 of the 1940 Act and as required by Rule 204(4)-7 of the Adviser Act. This includes corresponding The Subadviser will comply in all material respects with Authorized Participants, and implementing all activities necessary or incidental any reasonable procedures provided from time to time to the furtherance or conduct Subadviser by the Investment Manager. The Subadviser will notify the Fund as soon as reasonably practicable upon detection of any material breach of such purchases, sales, or other transactionsprocedures. In particularthis connection, the Sub-Adviser Subadviser shall have provide reasonable assistance to the authority Fund's Chief Compliance Officer (the "CCO") in respect of the CCO's initial and periodic reviews of those aspects of the Subadviser's compliance program relevant to select broker-dealers the Fund and provide prompt reporting to effect trade executions in its sole discretion, subject the CCO of material compliance matters relevant thereto (as the same are defined for purposes of Rule 38a-1 of the 1940 Act). (4) The Subadviser will maintain a written code of ethics (the "Code of Ethics") pursuant to its best execution obligations as stated in Section 7. The Sub-Adviser may consider input from the Adviser regarding broker selection or trading strategies, while retaining discretion over such decisions to act in a manner consistent with its best execution obligations. If the Sub-Adviser requires clarification on a particular Adviser instruction (e.g., due to a potential regulatory or compliance issue), it shall seek guidance from the Adviser prior to executing any transaction in question. Prior to executing any transaction, the Sub-Adviser shall use reasonable efforts to review the Adviser’s instructions to identify any issues that it reasonably believes may raise concerns Rule 17j-1 under applicable legal, regulatory, or internal compliance requirements, including, where applicable, the 1940 Act, the Advisers Act, a copy of which will be provided to the Fund’s investment policies and restrictions, and at such time will institute procedures reasonably necessary to prevent Access Persons (as defined in Rule 17j-1) from violating its Code of Ethics. The Subadviser will follow such Code of Ethics in performing its services under this Agreement. (5) Subadviser shall not consult with any compliance guidelines previously provided other subadviser engaged by the Adviser. If, in the Sub-Adviser’s reasonable judgment, a particular instruction appears Investment Manager with respect to present a material risk of noncompliance with applicable law, regulation, or Fund guidelines, the Sub-Adviser shall promptly inform the Adviser and may, in its discretion, defer execution of the transaction pending further written clarification or confirmation from the Adviser. The Adviser acknowledges and agrees that the Sub-Adviser’s pre-trade review is intended solely to support the Adviser’s oversight responsibilities and shall not be construed to transfer or limit the Adviser’s ultimate responsibility for ensuring that all investment decisions and instructions comply with applicable law, regulation, and the Fund’s governing documents. In addition, the Sub-Adviser shall have discretionary authority to execute in-kind transfers and other portfolio transactions in connection with securities or other assets concerning the creation and redemption of Fund shares through “creation unitsor another fund advised by the Investment Manager unless such consultation is prohibited under the 1940 Act.” The Sub-Adviser acknowledges that the Board retains ultimate authority over the Funds and may take any and all actions necessary and reasonable to protect the interests of the Funds’ shareholders.

Sub-Advisory Services. The Subject to such written instructions and supervision as the Adviser may from time to time furnish, the Sub-Adviser shall implement trading decisions will provide an investment program for each Fund the Segment, including investment research and management with respect to securities and investments, including cash and cash equivalents in accordance with instructions provided the Segment, and will determine from time to time what securities and other investments will be purchased, retained or sold by and within the Adviser in writing, pursuant to mutually agreed upon notification protocolsSegment. The Sub-Adviser shall also be primarily responsiblewill implement such determinations through the placement, at the direction on behalf of the Adviser, for portfolio management functions, including daily creation and redemption and portfolio rebalancing processes for each Fund, of orders for the execution of portfolio transactions through such brokers or dealers as neededit may select. The Adviser hereby grants will instruct the Trust’s Custodian to forward promptly to the Sub-Adviser the authority to exercise full trading authority (subject proxy and other materials relating to the Adviser’s instructions and oversight) for each Fund with respect to creation unit, redemption, and rebalancing processes. This includes corresponding with Authorized Participants, and implementing all activities necessary or incidental to the furtherance or conduct exercise of such purchasesshareholder rights and, sales, or other transactions. In particularunless otherwise instructed by the Adviser, the Sub-Adviser shall have will determine from time to time the authority manner in which voting rights, rights to select broker-dealers consent to effect trade executions in corporate action and other rights pertaining to the Fund’s investments should be exercised. In fulfilling its sole discretionresponsibilities hereunder, subject to its best execution obligations as stated in Section 7. The the Sub-Adviser may consider input from agrees that it will: (a) use the same skill and care in providing such services as it uses in providing services to other fiduciary accounts for which it has investment responsibilities; (b) conform with all applicable rules and regulations of the United States Securities and Exchange Commission (“SEC”) and in addition will conduct its activities under this Agreement in accordance with any applicable regulations of any government authority pertaining to the investment advisory activities of the Sub-Adviser and shall furnish such written reports or other documents substantiating such compliance as the Adviser regarding reasonably may request from time to time; (c) not make loans to any person to purchase or carry shares of beneficial interest in the Trust or make loans to the Trust; (d) place orders pursuant to investment determinations for the Fund either directly with the issuer or with an underwriter, market maker or broker selection or trading strategiesdealer. In placing orders, while retaining discretion over such decisions the Sub-Adviser will use its reasonable best efforts to act in a manner consistent with its obtain best execution obligationsof such orders. Consistent with this obligation, the Sub-Adviser may, to the extent permitted by law, effect portfolio securities transactions through brokers and dealers who provide brokerage and research services (within the meaning of Section 28(c) of the Securities Exchange Act of 1934) to or for the benefit of the Fund and/or other accounts over which the Sub-Adviser exercises investment discretion. Subject to the review of the Trust’s Board of Trustees from time to time with respect to the extent and continuation of the policy, the Sub-Adviser is authorized to cause the Fund to pay a broker or dealer who provides such brokerage and research services a commission for effecting a securities transaction for the Fund which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if the Sub-Adviser determines in good faith that such commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the overall responsibilities of the Sub-Adviser with respect to the accounts as to which it exercises investment discretion. The Trust or the Adviser may, from time to time in writing, direct the Sub-Adviser to place orders through one or more brokers or dealers and, thereafter, the Sub-Adviser will have no responsibility for ensuring best execution with respect to such orders. In no instance will portfolio securities be purchased from or sold to the Sub-Adviser or any affiliated person of the Sub-Adviser as principal except as may be permitted by the 1940 Act or an exemption therefrom. If the Sub-Adviser requires clarification determines in good faith that the transaction is in the best interest of each client, securities may be purchased on a particular behalf of the Fund from, or sold on behalf of the Fund to, another client of the Sub-Adviser instruction in compliance with Rule 17a-7 under the 1940 Act; (e.g.e) maintain all necessary or appropriate records with respect to the Fund’s securities transactions for the Segment in accordance with all applicable laws, due rules and regulations, including but not limited to a potential regulatory or compliance issue)Section 31(a) of the 1940 Act, it shall seek guidance from and will furnish the Trust’s Board of Trustees and the Adviser prior such periodic and special reports as the Board and Adviser reasonably may request; (f) treat confidentially and as proprietary information of the Adviser and the Trust all records and other information relative to executing the Adviser and the Trust and prior, present, or potential shareholders, and will not use such records and information for any transaction in question. Prior purpose other than the performance of its responsibilities and duties hereunder, except that subject to executing any transactionprompt notification to the Trust and the Adviser, the Sub-Adviser shall use reasonable efforts may divulge such information to review the Adviser’s instructions to identify any issues that it reasonably believes may raise concerns under applicable legal, regulatoryits independent auditors and regulatory authorities, or internal compliance requirementswhen so requested by the Adviser and the Trust; provided, includinghowever, where applicablethat nothing contained herein shall prohibit the Sub-Adviser from (1) advertising or soliciting the public generally with respect to other products or services, regardless of whether such advertisement or solicitation may include prior, present or potential shareholders of the 1940 Act, Fund or (2) including the Advisers Act, Adviser and Trust on its general list of disclosable clients. (g) maintain its policy and practice of conducting its fiduciary functions independently. In making investment decisions for the Fund’s investment policies and restrictions, and any compliance guidelines previously provided by the Adviser. If, in the Sub-Adviser’s reasonable judgmentpersonnel will not inquire or take into consideration whether the issuers of securities proposed for purchase or sale for the Fund’s account are customers of the Adviser, a particular instruction appears to present a material risk of noncompliance with applicable law, regulation, or Fund guidelinesother sub-advisers, the Sub-Adviser shall promptly inform or of their respective parents, subsidiaries or affiliates. In dealing with such customers, the Sub-Adviser and its subsidiaries and affiliates will not inquire or take into consideration whether securities of those customers are held by the Trust; and (h) render, upon request of the Adviser and mayor the Trust’s Board of Trustees, in its discretion, defer execution written reports concerning the investment activities of the transaction pending further written clarification or confirmation from the Adviser. The Sub-Adviser acknowledges and agrees that with respect to the Sub-Adviser’s pre-trade review is intended solely to support the Adviser’s oversight responsibilities and shall not be construed to transfer or limit the Adviser’s ultimate responsibility for ensuring that all investment decisions and instructions comply with applicable law, regulation, and Segment of the Fund’s governing documents. In addition, the Sub-Adviser shall have discretionary authority to execute in-kind transfers and other portfolio transactions in connection with the creation and redemption of Fund shares through “creation units.” The Sub-Adviser acknowledges that the Board retains ultimate authority over the Funds and may take any and all actions necessary and reasonable to protect the interests of the Funds’ shareholders.

Sub-Advisory Services. The Subject to such written instructions and supervision as the Adviser may from time to time furnish, the Sub-Adviser shall implement trading decisions will provide an investment program for each Fund the Segment, including investment research and management with respect to securities and investments, including cash and cash equivalents, in accordance with instructions provided the Segment, and will determine from time to time what securities and other investments will be purchased, retained or sold by and within the Adviser in writing, pursuant to mutually agreed upon notification protocolsSegment. The Sub-Adviser shall also be primarily responsiblewill implement such determinations through the placement, at the direction on behalf of the Adviser, for portfolio management functions, including daily creation and redemption and portfolio rebalancing processes for each Fund, of orders for the execution of portfolio transactions through such brokers or dealers as neededit may select. The Adviser hereby grants will instruct the Trust's Custodian to forward promptly to the Sub-Adviser the authority to exercise full trading authority (subject proxy and other materials relating to the exercise of shareholder rights and, unless otherwise instructed by the Adviser’s instructions and oversight) for each Fund with respect to creation unit, redemption, and rebalancing processes. This includes corresponding with Authorized Participants, and implementing all activities necessary or incidental to the furtherance or conduct of such purchases, sales, or other transactions. In particular, the Sub-Adviser shall have will determine from time to time the authority manner in which voting rights, rights to select broker-dealers consent to effect trade executions in corporate action and other rights pertaining to the Fund's investments should be exercised. In fulfilling its sole discretion, subject to its best execution obligations as stated in Section 7. The Sub-Adviser may consider input from the Adviser regarding broker selection or trading strategies, while retaining discretion over such decisions to act in a manner consistent with its best execution obligations. If the Sub-Adviser requires clarification on a particular Adviser instruction (e.g., due to a potential regulatory or compliance issue), it shall seek guidance from the Adviser prior to executing any transaction in question. Prior to executing any transactionresponsibilities hereunder, the Sub-Adviser shall use reasonable efforts to review the Adviser’s instructions to identify any issues agrees that it reasonably believes may raise concerns will: (a) use the same skill and care in providing such services as it uses in providing services to other fiduciary accounts for which it has investment responsibilities; (b) conform with all applicable rules and regulations of the United States Securities and Exchange Commission ("SEC") and in addition will conduct its activities under this Agreement in accordance with any applicable legal, regulatory, or internal compliance requirements, including, where applicable, regulations of any government authority pertaining to the 1940 Act, the Advisers Act, the Fund’s investment policies and restrictions, and any compliance guidelines previously provided by the Adviser. If, in advisory activities of the Sub-Adviser’s reasonable judgmentAdviser and shall furnish such written reports or other documents substantiating such compliance as the Adviser reasonably may request from time to time; (c) not make loans to any person to purchase or carry shares of beneficial interest in the Trust or make loans to the Trust; (d) place orders pursuant to investment determinations for the Fund either directly with the issuer or with an underwriter, a particular instruction appears to present a material risk of noncompliance with applicable law, regulation, market maker or Fund guidelinesbroker or dealer. In placing orders, the Sub-Adviser shall promptly inform the Adviser and may, in will use its discretion, defer reasonable best efforts to obtain best execution of the transaction pending further written clarification or confirmation from the Advisersuch orders. The Adviser acknowledges and agrees that the Sub-Adviser’s pre-trade review is intended solely to support the Adviser’s oversight responsibilities and shall not be construed to transfer or limit the Adviser’s ultimate responsibility for ensuring that all investment decisions and instructions comply Consistent with applicable law, regulation, and the Fund’s governing documents. In additionthis obligation, the Sub-Adviser shall have discretionary authority may, to execute in-kind transfers the extent permitted (e) maintain all necessary or appropriate records with respect to the Fund's securities transactions for the Segment that are required by subparagraphs (b)(5), (6), (7), (9), (10) and (11) and paragraph (f) of Rule 31a-1 of the 1940 Act, and will furnish the Trust's Board of Trustees and the Adviser such periodic and special reports as the Board and Adviser may reasonably request; (f) treat confidentially and as proprietary information of the Adviser and the Trust all records and other portfolio transactions in connection with information relative to the creation Adviser and redemption the Trust and prior, present, or potential shareholders, and will not use such records and information for any purpose other than the performance of Fund shares through “creation units.” The its responsibilities and duties hereunder, except that subject to prompt notification to the Trust and the Adviser, the Sub-Adviser acknowledges may divulge such information to its independent auditors and regulatory authorities, or when so requested by the Adviser and the Trust; provided, however, that nothing contained herein shall prohibit the Board retains ultimate authority over Sub-Adviser from (1) advertising or soliciting the Funds and public generally with respect to other products or services, regardless of whether such advertisement or solicitation may take any and all actions necessary and reasonable to protect the interests include prior, present or potential shareholders of the Funds’ shareholdersFund or (2) including the Adviser and Trust on its general list of disclosable clients. (g) maintain its policy and practice of conducting its fiduciary functions independently. In making investment decisions for the Fund, the Sub-Adviser's personnel will not inquire or take into consideration whether the issuers of securities proposed for purchase or sale for the Fund's account are customers of the Adviser, other sub-advisers, the Sub-Adviser or of their respective parents, subsidiaries or affiliates. In dealing with such customers, the Sub-Adviser and its subsidiaries and affiliates will (h) render, upon request of the Adviser or the Trust's Board of Trustees, written reports concerning the investment activities of the Sub-Adviser with respect to the Sub-Adviser's Segment of the Fund.

Sub-Advisory Services. The Subject to such written instructions and supervision as the Adviser may from time to tune furnish, the Sub-Adviser shall implement trading decisions will provide an investment program for each Fund the Segment, including investment research and management with respect to securities and investments, including cash and cash equivalents in accordance with instructions provided the Segment and will determine from time to time what securities and other investments will be purchased, retained or sold by and within the Adviser in writing, pursuant to mutually agreed upon notification protocolsSegment. The Sub-Adviser shall also be primarily responsiblewill implement such determinations through the placement, at the direction on behalf of the Adviser, for portfolio management functions, including daily creation and redemption and portfolio rebalancing processes for each Fund, of orders for the execution of portfolio transactions through such brokers or dealers as neededit may select. The Adviser hereby grants will instruct the Trust’s Custodian to forward promptly to the Adviser proxy and other materials relating to the exercise of such shareholder rights and the Adviser will determine from time to time the manner in which voting rights, rights to consent to corporate action and other rights pertaining to the Fund’s investments should be exercised. The Sub-Adviser will not be responsible for acting for the Fund in legal proceedings, including class actions, settlements and related proofs of claim, or bankruptcies, involving securities purchased or held by the Fund. Upon receiving notices or related materials for the Fund involving securities purchased by the Sub-Adviser for the authority to exercise full trading authority (subject to the Adviser’s instructions and oversight) for each Fund with respect to creation unit, redemption, and rebalancing processes. This includes corresponding with Authorized Participants, and implementing all activities necessary or incidental to the furtherance or conduct of such purchases, sales, or other transactions. In particularFund, the Sub-Adviser shall have will promptly transmit copies of such notices to the authority to select broker-dealers to effect trade executions in its sole discretionFund’s current Custodian. Additionally, subject to its best execution obligations as stated in Section 7. The upon the Adviser’s or the Custodian’s request, the Sub-Adviser agrees to provide any relevant information it may consider input from possess with respect to such matters. In fulfilling its responsibilities hereunder, the Sub-Adviser agrees that it will: (a) use the same skill and care in providing such services as it uses in providing services to other fiduciary accounts fir which it has investment responsibilities; (b) conform with all applicable rules and regulations of the United States Securities and Exchange Commission (“SEC”) and in addition will conduct its activities under this Agreement in accordance with any applicable regulations of any government authority pertaining to the investment advisory activities of the Sub-Adviser and shall furnish such written reports or other documents substantiating such compliance as the Adviser regarding reasonably may request from time to time; (c) not make loans to any person to purchase or carry shares of beneficial interest in the Trust or make loans to the Trust; (d) place orders pursuant to investment determinations for the Fund either directly with the issuer or with an underwriter, market maker or broker selection or trading strategiesdealer. In placing orders, while retaining discretion over such decisions the Sub-Adviser will use its reasonable best efforts to act in a manner consistent with its obtain best execution obligationsof such orders. Consistent with this obligation, the Sub-Adviser may, to the extent permitted by law, effect portfolio securities transactions through brokers and dealers who provide brokerage and research services (within the meaning of Section 28(e) of the Securities Exchange Act of 1934) to or for the benefit of the Fund and/or other accounts over which the Sub-Adviser exercises investment discretion. Subject to the review of the Trust’s Board of Trustees from tune to time with respect to the extent and continuation of the policy, the Sub-Adviser is authorized to cause the Fund to pay a broker or dealer who provides such brokerage and research services a commission for effecting a securities transaction for the Fund which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if the Sub-Adviser determines in good faith that such commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the overall responsibilities of the Sub-Adviser with respect to the accounts as to which it exercises investment discretion. The Trust or the Adviser may, from time to time in writing, direct the Sub-Adviser to place orders through one or more brokers or dealers and, thereafter, the Sub-Adviser will have no responsibility for ensuring best execution with respect to such orders. In no instance will portfolio securities be purchased from or sold to the Sub-Adviser or any affiliated person of the Sub-Adviser as principal except as may be permitted by the 1940 Act or an exemption therefrom. If the Sub-Adviser requires clarification determines in good faith that the transaction is in the best interest of each client, securities may be purchased on a particular behalf of the Fund from, or sold on behalf of the Fund to, another client of the Sub-Adviser instruction in compliance with Rule 17a-7 under the 1940 Act; (e.g.e) maintain all necessary or appropriate records with respect to the Fund’s securities transactions for the Segment in accordance with all applicable laws, due rules and regulations, including but not limited to a potential regulatory or compliance issue)Section 31(a) of the 1940 Act, it shall seek guidance from and will furnish the Trust’s Board of Trustees and the Adviser prior such periodic and special reports as the Board and Adviser reasonably may request; (f) treat confidentially and as proprietary information of the Adviser and the Trust all records and other information relative to executing the Adviser and the Trust and prior, present, or potential shareholders, and will not use such records and information for any transaction in question. Prior purpose other than the performance of its responsibilities and duties hereunder, except that subject to executing any transactionprompt notification to the Trust and the Adviser, the Sub-Adviser shall use reasonable efforts may divulge such information to review the Adviser’s instructions to identify any issues that it reasonably believes may raise concerns under applicable legal, regulatoryregulatory authorities, or internal compliance requirementswhen so requested by the Adviser and the Trust; provided, includinghowever, where applicablethat nothing contained herein shall prohibit the Sub-Adviser from (1) advertising or soliciting the public generally with respect to other products or services, regardless of whether such advertisement or solicitation may include prior, present or potential shareholders of the 1940 Act, Fund or (2) including the Advisers Act, Adviser and Trust on its general list of disclosable clients; (g) maintain its policy and practice of conducting its fiduciary functions independently. In making investment decisions for the Fund’s investment policies and restrictions, and any compliance guidelines previously provided by the Adviser. If, in the Sub-Adviser’s reasonable judgmentpersonnel will not inquire or take into consideration whether the issuers of securities proposed for purchase or sale for the Fund’s account are customers of the Adviser, a particular instruction appears to present a material risk of noncompliance with applicable law, regulation, or Fund guidelinesother sub-advisers, the Sub-Adviser shall promptly inform or of their respective parents, subsidiaries or affiliates. In dealing with such customers, the Sub-Adviser and its subsidiaries and affiliates will not inquire or take into consideration whether securities of those customers are held by the Trust; and (h) render, upon the reasonable request of the Adviser and mayor the Trust’s Board of Trustees, in its discretion, defer execution written reports concerning the investment activities of the transaction pending further written clarification or confirmation from the Adviser. The Sub-Adviser acknowledges and agrees that with respect to the Sub-Adviser’s pre-trade review is intended solely to support the Adviser’s oversight responsibilities and shall not be construed to transfer or limit the Adviser’s ultimate responsibility for ensuring that all investment decisions and instructions comply with applicable law, regulation, and Segment of the Fund’s governing documents. In addition, the Sub-Adviser shall have discretionary authority to execute in-kind transfers and other portfolio transactions in connection with the creation and redemption of Fund shares through “creation units.” The Sub-Adviser acknowledges that the Board retains ultimate authority over the Funds and may take any and all actions necessary and reasonable to protect the interests of the Funds’ shareholders.

Sub-Advisory Services. The Subject to such written instructions and supervision as the Adviser may from time to time furnish, the Sub-Adviser shall implement trading decisions will provide an investment program for each Fund in accordance the Segment, including investment research and management with instructions provided respect to securities and investments, and will determine from time to time what securities and other investments will be purchased, retained or sold by and within the Adviser in writing, pursuant to mutually agreed upon notification protocolsSegment. The Sub-Adviser shall also be primarily responsiblewill exercise full discretion to implement such determinations through the placement, at the direction on behalf of the Adviser, for portfolio management functions, including daily creation and redemption and portfolio rebalancing processes for each Fund, of orders for the execution of portfolio transactions through such brokers or dealers as neededit may select. The Adviser hereby grants Such authority shall include the power to sign and deliver standard account opening documents in connection with the opening of brokerage accounts, including, without limitation agreements for the use of electronic trading systems and services. Sub-Adviser may utilize the authority personnel of its affiliates to exercise full trading authority (assist it with providing its services under this Agreement, provided that Sub-Adviser: will remain solely responsible for the provision of services under this Agreement; will supervise the personnel of its affiliates and subject them to its Code of Ethics; and represents that it will satisfy the Adviser’s instructions and oversight) for each Fund conditions adopted by the SEC staff with respect to creation unit, redemption, and rebalancing processes. This includes corresponding with Authorized Participants, and implementing all activities necessary or incidental to the furtherance or conduct utilizing personnel of such purchases, sales, or other transactionsaffiliates. In particularfulfilling its responsibilities hereunder, the Sub-Adviser shall have the authority to select broker-dealers to effect trade executions in its sole discretion, subject to its best execution obligations as stated in Section 7. The Sub-Adviser may consider input from the Adviser regarding broker selection or trading strategies, while retaining discretion over such decisions to agrees that it will: a. use reasonable care and act in a manner consistent with applicable federal and state laws and regulations in rendering the services it agrees to provide under this Agreement; b. conform with all applicable rules and regulations of the SEC and in addition will conduct its activities under this Agreement in accordance with any applicable regulations of any government authority pertaining to the investment advisory activities of the Sub-Adviser and shall furnish such written reports or other documents substantiating such compliance as the Adviser reasonably may request from time to time; c. not make loans to any person to purchase or carry shares of beneficial interest in the Trust or make loans to the Trust; d. place orders pursuant to investment determinations for the Fund either directly with the issuer or with an underwriter, market maker or broker or dealer. In placing orders, the Sub-Adviser will use its reasonable best efforts to obtain best execution obligationsof such orders. Consistent with this obligation, the Sub-Adviser may, to the extent permitted by law, effect portfolio securities transactions through brokers and dealers who provide brokerage and research services (within the meaning of Section 28(e) of the Securities Exchange Act of 1934) to or for the benefit of the Fund and/or other accounts over which the Sub-Adviser exercises investment discretion. Subject to the review of the Trust’s Board of Trustees from time to time with respect to the extent and continuation of the policy, the Sub-Adviser is authorized to cause the Fund to pay a broker or dealer who provides such brokerage and research services a commission for effecting a securities transaction for the Fund which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if the Sub-Adviser determines in good faith that such commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the overall responsibilities of the Sub-Adviser with respect to the accounts as to which it exercises investment discretion. The Trust or the Adviser may, from time to time in writing, subject to the Sub-Adviser’s policies on client directed brokerage, direct the Sub-Adviser to place orders through one or more brokers or dealers and, thereafter, the Sub-Adviser will have no responsibility for ensuring best execution with respect to such orders. In no instance will portfolio securities be purchased from or sold to the Sub-Adviser or any affiliated person of the Sub-Adviser as principal except as may be permitted by the 1940 Act or an exemption therefrom. If the Sub-Adviser requires clarification determines in good faith that the transaction is in the best interest of each client, securities may be purchased on a particular Adviser instruction (e.g.behalf of the Fund from, due to a potential regulatory or compliance issue)sold on behalf of the Fund to, it shall seek guidance from the Adviser prior to executing any transaction in question. Prior to executing any transaction, another client of the Sub-Adviser shall use reasonable efforts Adviser, subject to review the AdviserTrust’s instructions policies and procedures; e. maintain all necessary or appropriate records with respect to identify any issues that it reasonably believes may raise concerns under the Fund’s securities transactions for the Segment in accordance with all applicable legallaws, regulatoryrules and regulations, or internal compliance requirements, including, where applicable, including but not limited to Section 31 (a) of the 1940 Act, and will furnish the Advisers Act, the FundTrust’s investment policies Board of Trustees and restrictions, and any compliance guidelines previously provided by the Adviser. If, in the Sub-Adviser’s reasonable judgment, a particular instruction appears to present a material risk of noncompliance with applicable law, regulation, or Fund guidelines, the Sub-Adviser shall promptly inform the Adviser such periodic and may, in its discretion, defer execution of the transaction pending further written clarification or confirmation from the Adviser. The Adviser acknowledges and agrees that the Sub-Adviser’s pre-trade review is intended solely to support the Adviser’s oversight responsibilities and shall not be construed to transfer or limit the Adviser’s ultimate responsibility for ensuring that all investment decisions and instructions comply with applicable law, regulation, and the Fund’s governing documents. In addition, the Sub-Adviser shall have discretionary authority to execute in-kind transfers and other portfolio transactions in connection with the creation and redemption of Fund shares through “creation units.” The Sub-Adviser acknowledges that special reports as the Board retains ultimate authority over the Funds and Adviser reasonably may take any and all actions necessary and reasonable to protect the interests of the Funds’ shareholders.request;

Sub-Advisory Services. The Subject to such written instructions and supervision as the Adviser shall from time to time furnish, the Sub-Adviser shall implement trading decisions will provide an investment program for each Fund the Segment, including investment research and management with respect to securities and investments, including cash and cash equivalents in accordance the Segment, with instructions provided full discretion to determine from time to time what securities and other investments will be purchased, retained or sold by and within the Adviser in writing, pursuant to mutually agreed upon notification protocolsSegment. The Sub-Adviser shall also be primarily responsiblewill exercise full discretion to implement such determinations through the placement, at the direction on behalf of the Adviser, for portfolio management functions, including daily creation and redemption and portfolio rebalancing processes for each Fund, of orders for the execution of portfolio transactions through such brokers or dealers as neededit may select. The Adviser hereby grants the Sub-Adviser may utilize the authority personnel of its affiliates to exercise full trading authority (assist it with providing its services under this Agreement, provided that Sub-Adviser: will remain solely responsible for the provision of services under this Agreement; will supervise the personnel of its affiliates and subject them to its Code of Ethics; and represents that it will satisfy the Adviser’s instructions and oversight) for each Fund conditions adopted by the SEC staff with respect to creation unit, redemption, and rebalancing processes. This includes corresponding with Authorized Participants, and implementing all activities necessary or incidental to the furtherance or conduct utilizing personnel of such purchases, sales, or other transactionsaffiliates. In particularfulfilling its responsibilities hereunder, the Sub-Adviser shall have the authority to select broker-dealers to effect trade executions in its sole discretion, subject to its best execution obligations as stated in Section 7. The Sub-Adviser may consider input from the Adviser regarding broker selection or trading strategies, while retaining discretion over such decisions to agrees that it will: a. use reasonable care and act in a manner consistent with applicable national, federal and state laws and regulations in rendering the services it agrees to provide under this Agreement; b. conform with all applicable rules and regulations of the SEC and in addition will conduct its activities under this Agreement in accordance with any applicable regulations of any government authority pertaining to the investment advisory activities of the Sub-Adviser and shall furnish such written reports or other documents substantiating such compliance as the Adviser reasonably may request from time to time; c. not make loans to any person to purchase or carry shares of beneficial interest in the Trust or make loans to the Trust; d. place orders pursuant to investment determinations for the Fund either directly with the issuer or with an underwriter, market maker or broker or dealer. In placing orders, the Sub-Adviser will use its commercially reasonable best efforts to seek best execution obligationsof such orders, having regard to all factors it considers relevant. Consistent with this obligation, the Sub-Adviser may, to the extent permitted by law, effect portfolio securities transactions through brokers and dealers who provide brokerage and research services (within the meaning of Section 28(e) of the Securities Exchange Act of 1934) to or for the benefit of the Fund and/or other accounts over which the Sub-Adviser exercises investment discretion. Subject to the review of the Trust’s Board of Trustees from time to time with respect to the extent and continuation of the policy, the Sub-Adviser is authorized to cause the Fund to pay a broker or dealer who provides such brokerage and research services a commission for effecting a securities transaction for the Fund which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if the Sub- Adviser determines in good faith that such commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the overall responsibilities of the Sub-Adviser with respect to the accounts as to which it exercises investment discretion. The Trust or the Adviser may, from time to time in writing, direct the Sub- Adviser to place orders through one or more brokers or dealers and, thereafter, the Sub-Adviser will have no responsibility for ensuring best execution with respect to such orders. In no instance will portfolio securities be purchased from or sold to the Sub-Adviser or any affiliated person of the Sub-Adviser as principal except as may be permitted by the 1940 Act or an exemption therefrom. If the Sub-Adviser requires clarification determines in good faith that the transaction is in the best interest of each client, securities may be purchased on a particular Adviser instruction behalf of the Fund from, or sold on behalf of the Fund to, another client of the Sub-Adviser, subject to the Trust’s policies and procedures (e.g., due as provided to a potential regulatory or compliance issue), it shall seek guidance from the Adviser prior to executing any transaction in question. Prior to executing any transaction, the Sub-Adviser shall use reasonable efforts from time to review time) and applicable laws and regulations; e. maintain all necessary or appropriate records with respect to the AdviserFund’s instructions securities transactions for the Segment in accordance with all applicable laws, rules and regulations, including but not limited to identify any issues that it reasonably believes may raise concerns under applicable legal, regulatory, or internal compliance requirements, including, where applicable, Section 31 (a) of the 1940 Act, and will furnish the Advisers Act, the FundTrust’s investment policies Board of Trustees and restrictions, and any compliance guidelines previously provided by the Adviser. If, in the Sub-Adviser’s reasonable judgment, a particular instruction appears to present a material risk of noncompliance with applicable law, regulation, or Fund guidelines, the Sub-Adviser shall promptly inform the Adviser such periodic and may, in its discretion, defer execution of the transaction pending further written clarification or confirmation from the Adviser. The Adviser acknowledges and agrees that the Sub-Adviser’s pre-trade review is intended solely to support the Adviser’s oversight responsibilities and shall not be construed to transfer or limit the Adviser’s ultimate responsibility for ensuring that all investment decisions and instructions comply with applicable law, regulation, and the Fund’s governing documents. In addition, the Sub-Adviser shall have discretionary authority to execute in-kind transfers and other portfolio transactions in connection with the creation and redemption of Fund shares through “creation units.” The Sub-Adviser acknowledges that special reports as the Board retains ultimate authority over the Funds and Adviser reasonably may take any and all actions necessary and reasonable to protect the interests of the Funds’ shareholders.request;

Sub-Advisory Services. The Subject to such written instructions and supervision as the Adviser may from time to time furnish, the Sub-Adviser shall implement trading decisions will provide an investment program for each Fund the Segment, including investment research and management with respect to securities and investments, including cash and cash equivalents, in accordance with instructions provided the Segment, and will determine from time to time what securities and other investments will be purchased, retained or sold by and within the Adviser in writing, pursuant to mutually agreed upon notification protocolsSegment. The Sub-Adviser shall also be primarily responsiblewill implement such determinations through the placement, at the direction on behalf of the Adviser, for portfolio management functions, including daily creation and redemption and portfolio rebalancing processes for each Fund, of orders for the execution of portfolio transactions through such brokers or dealers as neededit may select. The Adviser hereby grants will instruct the Trust’s Custodian to forward promptly to the Sub-Adviser the authority to exercise full trading authority (subject proxy and other materials relating to the exercise of shareholder rights and, unless otherwise instructed by the Adviser’s instructions and oversight) for each Fund with respect to creation unit, redemption, and rebalancing processes. This includes corresponding with Authorized Participants, and implementing all activities necessary or incidental to the furtherance or conduct of such purchases, sales, or other transactions. In particular, the Sub-Adviser shall have will determine from time to time the authority manner in which voting rights, rights to select broker-dealers consent to effect trade executions in corporate action and other rights pertaining to the Fund's investments should be exercised. In fulfilling its sole discretionresponsibilities hereunder, subject to its best execution obligations as stated in Section 7. The the Sub-Adviser may consider input from agrees that it will: (a) use the same skill and care in providing such services as it uses in providing services to other fiduciary accounts for which it has investment responsibilities; (b) conform with all applicable rules and regulations of the United States Securities and Exchange Commission (“SEC”) and in addition will conduct its activities under this Agreement in accordance with any applicable regulations of any government authority pertaining to the investment advisory activities of the Sub-Adviser and shall furnish such written reports or other documents substantiating such compliance as the Adviser regarding reasonably may request from time to time; (c) not make loans to any person to purchase or carry shares of beneficial interest in the Trust or make loans to the Trust; (d) place orders pursuant to investment determinations for the Fund either directly with the issuer or with an underwriter, market maker or broker selection or trading strategiesdealer. In placing orders, while retaining discretion over such decisions the Sub-Adviser will use its reasonable best efforts to act in a manner consistent with its obtain best execution obligationsof such orders. Consistent with this obligation, the Sub-Adviser may, to the extent permitted by law, effect portfolio securities transactions through brokers and dealers who provide brokerage and research services (within the meaning of Section 28(e) of the Securities Exchange Act of 1934) to or for the benefit of the Fund and/or other accounts over which the Sub-Adviser exercises investment discretion. Subject to the review of the Trust’s Board of Trustees from time to time with respect to the extent and continuation of the policy, the Sub-Adviser is authorized to cause the Fund to pay a broker or dealer who provides such brokerage and research services a commission for effecting a securities transaction for the Fund which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if the Sub-Adviser determines in good faith that such commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the overall responsibilities of the Sub-Adviser with respect to the accounts as to which it exercises investment discretion. The Trust or the Adviser may, from time to time in writing, direct the Sub-Adviser to place orders through one or more brokers or dealers and, thereafter, the Sub-Adviser will have no responsibility for ensuring best execution with respect to such orders. In no instance will portfolio securities be purchased from or sold to the Sub-Adviser or any affiliated person of the Sub-Adviser as principal except as may be permitted by the 1940 Act or an exemption therefrom. If the Sub-Adviser requires clarification determines in good faith that the transaction is in the best interest of each client, securities may be purchased on a particular behalf of the Fund from, or sold on behalf of the Fund to, another client of the Sub-Adviser instruction in compliance with Rule 17a-7 under the 1940 Act; (e.g., due e) maintain all necessary or appropriate records with respect to a potential regulatory or compliance issuethe Fund’s securities transactions for the Segment that are required by subparagraphs (b)(5), it shall seek guidance from (6), (7), (9), (10) and (11) and paragraph (f) of Rule 31a-1 of the 1940 Act, and will furnish the Trust’s Board of Trustees and the Adviser prior such periodic and special reports as the Board and Adviser may reasonably request; (f) treat confidentially and as proprietary information of the Adviser and the Trust all records and other information relative to executing the Adviser and the Trust and prior, present, or potential shareholders, and will not use such records and information for any transaction in question. Prior purpose other than the performance of its responsibilities and duties hereunder, except that subject to executing any transactionprompt notification to the Trust and the Adviser, the Sub-Adviser shall use reasonable efforts may divulge such information to review the Adviser’s instructions to identify any issues that it reasonably believes may raise concerns under applicable legal, regulatoryits independent auditors and regulatory authorities, or internal compliance requirementswhen so requested by the Adviser and the Trust; provided, includinghowever, where applicablethat nothing contained herein shall prohibit the Sub-Adviser from (1) advertising or soliciting the public generally with respect to other products or services, regardless of whether such advertisement or solicitation may include prior, present or potential shareholders of the 1940 Act, Fund or (2) including the Advisers Act, Adviser and Trust on its general list of disclosable clients. (g) maintain its policy and practice of conducting its fiduciary functions independently. In making investment decisions for the Fund’s investment policies and restrictions, and any compliance guidelines previously provided by the Adviser. If, in the Sub-Adviser’s reasonable judgmentpersonnel will not inquire or take into consideration whether the issuers of securities proposed for purchase or sale for the Fund’s account are customers of the Adviser, a particular instruction appears to present a material risk of noncompliance with applicable law, regulation, or Fund guidelinesother sub-advisers, the Sub-Adviser shall promptly inform or of their respective parents, subsidiaries or affiliates. In dealing with such customers, the Sub-Adviser and its subsidiaries and affiliates will not inquire or take into consideration whether securities of those customers are held by the Trust; and (h) render, upon request of the Adviser and mayor the Trust’s Board of Trustees, in its discretion, defer execution written reports concerning the investment activities of the transaction pending further written clarification or confirmation from the Adviser. The Sub-Adviser acknowledges and agrees that with respect to the Sub-Adviser’s pre-trade review is intended solely to support the Adviser’s oversight responsibilities and shall not be construed to transfer or limit the Adviser’s ultimate responsibility for ensuring that all investment decisions and instructions comply with applicable law, regulation, and Segment of the Fund’s governing documents. In addition, the Sub-Adviser shall have discretionary authority to execute in-kind transfers and other portfolio transactions in connection with the creation and redemption of Fund shares through “creation units.” The Sub-Adviser acknowledges that the Board retains ultimate authority over the Funds and may take any and all actions necessary and reasonable to protect the interests of the Funds’ shareholders.

Sub-Advisory Services. Subject to the supervision of the Board and the Adviser, the Sub-Adviser shall assist the Adviser in providing a continuous investment program with respect to the Fund's portfolio, including investment research and management with respect to all securities and investments and cash equivalents in the Fund. The Sub-Adviser shall implement trading decisions for each may determine the securities and investments to be purchased, sold or retained by the Fund in accordance with instructions the Adviser's stewardship investing guidelines. In cooperation with the Sub-Adviser, the Adviser will provide guidance regarding individual securities and/or sectors that shall not be purchased for the Fund and reserves the right to remove securities from the Fund that do not meet the Adviser's social screens. The Sub-Adviser may place orders directly with the issuer or any broker or dealer for such securities and investments. The Sub-Adviser will provide services under this Agreement in accordance with the Fund's investment objective, policies and restrictions as stated in the Fund's currently effective prospectus and statement of additional information, the Trust's Declaration of Trust and By-laws, each as amended from time to time, and resolutions of the Board applicable to the Fund, each as provided to the Sub-Adviser by the Adviser in writing, pursuant to mutually agreed upon notification protocolsAdviser. The Sub-Adviser shall also be primarily responsible, at the direction have authority to enter into and execute agreements on behalf of the Fund relating to the acquisition or disposition of investment assets and the execution of portfolio transactions pursuant to the Sub-Adviser's management of the Fund under this Agreement. Such agreements may include foreign exchange contracts and other transactional agreements. Nothing contained herein, for portfolio management functionshowever, including daily creation and redemption and portfolio rebalancing processes for each Fund, as needed. The Adviser hereby grants shall be deemed to authorize the Sub-Adviser to take or receive physical possession of any cash or securities held in the authority to exercise full trading authority Fund, it being intended that sole responsibility for safekeeping thereof (subject to in such investments as the Adviser’s instructions Sub-Adviser shall direct) and oversight) for each Fund with respect to creation unit, redemption, and rebalancing processes. This includes corresponding with Authorized Participants, and implementing the consummation of all activities necessary or incidental to the furtherance or conduct of such purchases, sales, deliveries, and investments made pursuant to the Sub-Adviser's direction shall rest upon the custodian for the Fund. The parties hereto also agree that the Sub-Adviser shall not receive or vote proxies or other transactionssimilar solicitations on behalf of the Fund and that such proxies and other similar solicitations shall be voted by the Adviser in accordance with its procedures. The Sub-Adviser warrants that all actions taken in the exercise of the power herein granted to the Sub-Adviser will be taken solely and exclusively for the benefit of the Fund. Without limiting the generality of the foregoing, the Sub-Adviser further agrees that it: (a) will use the same skill and care in providing such services as it uses in providing services to fiduciary accounts for which it has investment responsibilities; (b) will conform with all applicable Rules and Regulations of the Commission under the 1940 Act and in addition will conduct its activities under this Agreement in accordance with any applicable regulations of any governmental authority pertaining to the investment advisory activities of the Sub-Adviser; (c) will place or cause to be placed orders for the Fund either directly with the issuer or with any broker or dealer. In particularplacing orders with brokers and dealers, the Sub-Adviser will attempt to obtain prompt execution of orders in an effective manner at the most favorable price. Consistent with this obligation and to the extent permitted by the 1940 Act, when the execution and price offered by two or more brokers or dealers are comparable, the Sub-Adviser may, in its discretion, purchase and sell portfolio securities to and from brokers and dealers who provide the Sub-Adviser with research advice and other services. In no instance will portfolio securities be purchased from or sold to BISYS Fund Services, the Adviser, the Sub-Adviser or any affiliated person of the Trust, BISYS Fund Services, the Sub-Adviser or the Adviser, except to the extent permitted by the 1940 Act and the Commission. The Adviser shall provide to the Sub-Adviser a list of each affiliate of the Adviser and the Trust immediately upon entering into this Agreement and shall notify the Sub-Adviser immediately in writing in the event of any changes to such list. Any action taken for the purpose of this Agreement by the Adviser and/or the Fund, at the discretion of either or both, with regard to the placement of securities transactions shall be the Adviser's and the Fund's sole liability and responsibility, including the performance of any broker. The Sub-Adviser may use one or more of its affiliated, or other parties related to the Sub-Adviser, as brokers for effecting securities transactions for the Fund, and pay, on behalf of the Fund, fair and reasonable brokerage commissions therefor, but only in accordance with procedures adopted by the Fund pursuant to Rule 17e-l; (d) will maintain or cause to be maintained all books and records with respect to the securities transactions of the Fund and will furnish the Board with such periodic and special reports as the Board may request and allow for inspection of said books and records upon reasonable request; (e) will treat confidentially and as proprietary information of the Trust all records and other information relative to the Trust and the Fund and prior, present, or potential shareholder, and will not use such records and information for any purpose other than performance of its responsibilities and duties hereunder, or as required by applicable law, except after prior notification to and approval in writing by the Trust, which approval shall not be unreasonably withheld and may not be withheld where the Sub-Adviser may be exposed to civil and criminal contempt proceedings for failure to comply, when requested to divulge such information by duly constituted authorities, or when so requested by the Trust; (f) will keep the Adviser informed of developments materially affecting the Fund and will, on the Sub-Adviser's own initiative and as reasonably requested by the Adviser, furnish to the Adviser from time to time whatever information the Adviser reasonably believes appropriate for this purpose; (g) will maintain and enforce adequate security procedures with respect to all materials, records, documents and data relating to any of its responsibilities pursuant to this Agreement including all means for the effecting of securities transactions; (h) will immediately notify the Adviser and the Trust in the event that the Sub-Adviser: (i) becomes subject to a statutory disqualification that prevents the Sub-Adviser from serving as an investment adviser pursuant to this Agreement; or (ii) is or expects to become the subject of an administrative proceeding or enforcement action by the Commission or other regulatory authority; (i) will immediately forward to the Adviser, upon receipt, any correspondence from the Commission or other regulatory authority that relates to the Fund; (j) will cause the Fund to comply with the requirements of (i) Section 85l(b)(2) of the Internal Revenue Code of 1986, as amended (the "Code") regarding derivation of income from specified investment activities, and (ii) Section 851(h)(4) of the Code regarding diversification of the Fund's assets; (k) will be responsible for maintaining an appropriate compliance program to ensure that the services provided by the Sub-Adviser under this Agreement are performed in a manner consistent with the applicable laws and the terms of this Agreement. The Sub-Adviser agrees to provide such reports and certifications regarding its compliance program as the Adviser or the Trust shall reasonably request from time to time; and (l) will maintain a written Code of Ethics that complies with the requirements of Rule 17j-l under the 1940 Act. The Sub-Adviser certifies that it has adopted procedures reasonably necessary to prevent its "access persons," as such term is defined in Rule 17j-l, from violating the Code of Ethics. The Sub-Adviser shall notify the Board upon the adoption of any material change to its Code of Ethics so that the Board, including a majority of the Trustees who are not interested persons of the Trust, may approve such change not later than six months after its adoption by the Sub-Adviser, as required by Rule 17j-l. The Sub-Adviser also shall provide the Trust with a copy of any amendments to its Code of Ethics that do not represent a material change to such Code. Within 45 days of the end of each calendar year while this Agreement is in effect (or more frequently if required by Rule l7j-l or as the Trust may reasonably request), the Sub-Adviser shall have provide the authority to select broker-dealers to effect trade executions in its sole discretionBoard with a written report that, subject to its best execution obligations as stated in Section 7. The required by Rule 17j-1: (i) describes any issue arising under the Sub-Adviser may consider input from Adviser's Code of Ethics or related procedures since the Adviser regarding broker selection last report to the Board, including, but not limited to, information about material violations of the Code or trading strategiesrelated procedures and sanctions imposed in response to material violations, while retaining discretion over such decisions to act in a manner consistent with its best execution obligations. If and (ii) certifies that the Sub-Adviser requires clarification on a particular Adviser instruction (e.g., due has adopted procedures reasonably necessary to a potential regulatory or compliance issue), it shall seek guidance prevent its access persons from violating its Code of Ethics. Upon the Adviser prior to executing any transaction in question. Prior to executing any transactionwritten request of the Trust, the Sub-Adviser shall use reasonable efforts permit the Trust to review examine the Adviser’s instructions reports to identify any issues that it reasonably believes may raise concerns under applicable legal, regulatory, or internal compliance requirements, including, where applicable, the 1940 Act, the Advisers Act, the Fund’s investment policies and restrictions, and any compliance guidelines previously provided be made by the Adviser. If, in the Sub-Adviser’s reasonable judgment, a particular instruction appears to present a material risk of noncompliance with applicable law, regulation, or Fund guidelines, the Sub-Adviser shall promptly inform the Adviser and may, in its discretion, defer execution of the transaction pending further written clarification or confirmation from the Adviser. The Adviser acknowledges and agrees that the Subunder Rule 17j-Adviser’s pre-trade review is intended solely to support the Adviser’s oversight responsibilities and shall not be construed to transfer or limit the Adviser’s ultimate responsibility for ensuring that all investment decisions and instructions comply with applicable law, regulation, l(d) and the Fund’s governing documents. In addition, records the Sub-Adviser shall have discretionary authority maintains pursuant to execute in-kind transfers and other portfolio transactions in connection with the creation and redemption of Fund shares through “creation unitsRule l7j-1(f).” The Sub-Adviser acknowledges that the Board retains ultimate authority over the Funds and may take any and all actions necessary and reasonable to protect the interests of the Funds’ shareholders.

Sub-Advisory Services. The Sub-Adviser shall be primarily responsible, at the direction of the Adviser, for portfolio management and managing each Fund’s daily creation and redemption and portfolio rebalancing processes, as needed. Portfolio management duties shall include, but not be limited to, in consultation with the Adviser, performing daily monitoring of: (i) Fund positions and variances from the most recently received portfolio disposition and creation unit basket instructions from the Adviser, (ii) portfolio positioning with investment guidelines and alignment with the Fund’s target strategy, (iii) adherence to cash and holdings reconciliations and related trading of cash positions, and (iv) overall portfolio risk management with respect to daily portfolio disposition and acquisition activities. The Sub-Adviser shall also implement trading decisions for each Fund in accordance with instructions provided by the Adviser in writing, writing pursuant to mutually agreed upon notification protocols. In the event the Sub-Adviser requires clarification on a particular Adviser instruction (e.g., due to a potential regulatory or compliance issue), the Sub-Adviser will seek guidance from the Adviser prior to executing any transaction in question. The Sub-Adviser shall also be primarily responsible, at the direction of assist in liquidity and valuation determinations for portfolio assets where reasonably requested by the Adviser, for portfolio management functions, including daily creation and redemption and portfolio rebalancing processes for each Fund, as needed. The Adviser hereby grants the Sub-Adviser the authority to exercise full trading authority (subject to the Adviser’s instructions and oversight) for each Fund with respect to creation unit, redemption, redemption and rebalancing processes. This includes , including corresponding with the Authorized Participants, and implementing activities necessary or incidental thereto, such as purchases, sales or other transactions, as well as with respect to all activities other such things necessary or incidental to the furtherance or conduct of such purchases, sales, sales or other transactions. In particular, the Sub-Adviser shall have the authority to select broker-dealers to effect trade executions in its sole discretion, discretion (subject to its best execution obligations as stated in Section 7). The Sub-Adviser may consider input from the Adviser regarding broker selection or trading strategies, ; while retaining discretion over such decisions to act in a manner consistent with its best execution obligations. If the Sub-Adviser requires clarification on a particular Adviser instruction (e.g., due to a potential regulatory or compliance issue), it shall seek guidance from the Adviser prior to executing any transaction in question. Prior to executing any transaction, the Sub-Adviser shall use reasonable efforts to review the Adviser’s instructions to identify any issues that it reasonably believes may raise concerns under applicable legal, regulatory, or internal compliance requirements, including, where applicable, the 1940 Act, the Advisers Act, the Fund’s investment policies and restrictions, and any compliance guidelines previously provided by the Adviser. If, in the Sub-Adviser’s reasonable judgment, a particular instruction appears to present a material risk of noncompliance with applicable law, regulation, or Fund guidelines, the Sub-Adviser shall promptly inform the Adviser and may, in its discretion, defer execution of the transaction pending further written clarification or confirmation from the Adviser. The Adviser acknowledges and agrees that the Sub-Adviser’s pre-trade review is intended solely to support the Adviser’s oversight responsibilities and shall not be construed to transfer or limit the Adviser’s ultimate responsibility for ensuring that all investment decisions and instructions comply with applicable law, regulation, and the Fund’s governing documents. In addition, the Sub-Adviser shall have discretionary authority to execute in-kind transfers and other portfolio transactions in connection with the creation and redemption of Fund shares through “creation units.” The Sub-Adviser acknowledges that the Board retains ultimate authority over the Funds and may take any and all actions necessary and reasonable to protect the interests of the Funds’ shareholders.

Sub-Advisory Services. The Sub-Adviser shall be primarily responsible, at the direction of the Adviser, for executing trading instructions delivered by the Adviser and managing each Fund’s daily creation and redemption and portfolio rebalancing processes, as needed. Portfolio management duties shall include, but not be limited to, in consultation with the Adviser, performing daily monitoring of: (i) Fund positions and variances from the most recently received portfolio disposition and creation unit basket instructions from the Adviser, (ii) portfolio positioning with investment guidelines and alignment with the Fund’s target strategy, (iii) adherence to cash and holdings reconciliations and related trading of cash positions, and (iv) overall portfolio risk management with respect to daily portfolio disposition and acquisition activities. The Sub-Adviser shall also implement trading decisions for each Fund in accordance with instructions provided by the Adviser in writing, writing pursuant to mutually agreed upon notification protocols. In the event the Sub-Adviser requires clarification on a particular Adviser instruction (e.g., due to a potential regulatory or compliance issue), the Sub-Adviser will seek guidance from the Adviser prior to executing any transaction in question. The Sub-Adviser shall also be primarily responsible, at the direction of assist in liquidity and valuation determinations for portfolio assets where reasonably requested by the Adviser, for portfolio management functions, including daily creation and redemption and portfolio rebalancing processes for each Fund, as needed. The Adviser hereby grants the Sub-Adviser the authority to exercise full trading authority (subject to the Adviser’s instructions and oversight) for each Fund with respect to creation unit, redemption, redemption and rebalancing processes. This includes , including corresponding with the Authorized Participants, and implementing activities necessary or incidental thereto, such as purchases, sales or other transactions, as well as with respect to all activities other such things necessary or incidental to the furtherance or conduct of such purchases, sales, sales or other transactions. In particular, the Sub-Adviser shall have the authority to select broker-dealers to effect trade executions in its sole discretion, discretion (subject to its best execution obligations as stated in Section 7). The Sub-Adviser may consider input from the Adviser regarding broker selection or trading strategies, ; while retaining discretion over such decisions to act in a manner consistent with its best execution obligations. If the Sub-Adviser requires clarification on a particular Adviser instruction (e.g., due to a potential regulatory or compliance issue), it shall seek guidance from the Adviser prior to executing any transaction in question. Prior to executing any transaction, the Sub-Adviser shall use reasonable efforts to review the Adviser’s instructions to identify any issues that it reasonably believes may raise concerns under applicable legal, regulatory, or internal compliance requirements, including, where applicable, the 1940 Act, the Advisers Act, the Fund’s investment policies and restrictions, and any compliance guidelines previously provided by the Adviser. If, in the Sub-Adviser’s reasonable judgment, a particular instruction appears to present a material risk of noncompliance with applicable law, regulation, or Fund guidelines, the Sub-Adviser shall promptly inform the Adviser and may, in its discretion, defer execution of the transaction pending further written clarification or confirmation from the Adviser. The Adviser acknowledges and agrees that the Sub-Adviser’s pre-trade review is intended solely to support the Adviser’s oversight responsibilities and shall not be construed to transfer or limit the Adviser’s ultimate responsibility for ensuring that all investment decisions and instructions comply with applicable law, regulation, and the Fund’s governing documents. In addition, the Sub-Adviser shall have discretionary authority to execute in-kind transfers and other portfolio transactions in connection with the creation and redemption of Fund shares through “creation units.” The Sub-Adviser acknowledges that the Board retains ultimate authority over the Funds and may take any and all actions necessary and reasonable to protect the interests of the Funds’ shareholders. Except as expressly set forth in this Agreement, the Sub-Adviser shall not have authority or responsibility for any aspects of the Fund’s investment program.

Sub-Advisory Services. The Subject to such written instructions and supervision as the Adviser may from time to time furnish, the Sub-Adviser shall implement trading decisions will provide an investment program for each Fund the Segment, including investment research and management with respect to securities and investments, including cash and cash equivalents, in accordance with instructions provided the Segment, and will determine from time to time what securities and other investments will be purchased, retained or sold by and within the Adviser in writing, pursuant to mutually agreed upon notification protocolsSegment. The Sub-Adviser shall also be primarily responsiblewill implement such determinations through the placement, at the direction on behalf of the Adviser, for portfolio management functions, including daily creation and redemption and portfolio rebalancing processes for each Fund, of orders for the execution of portfolio transactions through such brokers or dealers as neededit may select. The Adviser hereby grants will instruct the Trust's Custodian to forward promptly to the Sub-Adviser the authority to exercise full trading authority (subject proxy and other materials relating to the exercise of shareholder rights and, unless otherwise instructed by the Adviser’s instructions and oversight) for each Fund with respect to creation unit, redemption, and rebalancing processes. This includes corresponding with Authorized Participants, and implementing all activities necessary or incidental to the furtherance or conduct of such purchases, sales, or other transactions. In particular, the Sub-Adviser shall have will determine from time to time the authority manner in which voting rights, rights to select broker-dealers consent to effect trade executions in corporate action and other rights pertaining to the Fund's investments should be exercised. In fulfilling its sole discretionresponsibilities hereunder, subject to its best execution obligations as stated in Section 7. The the Sub-Adviser may consider input from agrees that it will: (a) use the same skill and care in providing such services as it uses in providing services to other fiduciary accounts for which it has investment responsibilities; (b) conform with all applicable rules and regulations of the United States Securities and Exchange Commission ("SEC") and in addition will conduct its activities under this Agreement in accordance with any applicable regulations of any government authority pertaining to the investment advisory activities of the Sub-Adviser and shall furnish such written reports or other documents substantiating such compliance as the Adviser regarding reasonably may request from time to time; (c) not make loans to any person to purchase or carry shares of beneficial interest in the Trust or make loans to the Trust; (d) place orders pursuant to investment determinations for the Fund either directly with the issuer or with an underwriter, market maker or broker selection or trading strategiesdealer. In placing orders, while retaining discretion over such decisions the Sub-Adviser will use its reasonable best efforts to act in a manner consistent with its obtain best execution obligationsof such orders. Consistent with this obligation, the Sub-Adviser may, to the extent permitted by law, effect portfolio securities transactions through brokers and dealers who provide brokerage and research services (within the meaning of Section 28(e) of the Securities Exchange Act of 1934) to or for the benefit of the Fund and/or other accounts over which the Sub-Adviser exercises investment discretion. Subject to the review of the Trust's Board of Trustees from time to time with respect to the extent and continuation of the policy, the Sub-Adviser is authorized to cause the Fund to pay a broker or dealer who provides such brokerage and research services a commission for effecting a securities transaction for the Fund which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if the Sub-Adviser determines in good faith that such commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the overall responsibilities of the Sub-Adviser with respect to the accounts as to which it exercises investment discretion. The Trust or the Adviser may, from time to time in writing, direct the Sub-Adviser to place orders through one or more brokers or dealers and, thereafter, the Sub-Adviser will have no responsibility for ensuring best execution with respect to such orders. In no instance will portfolio securities be purchased from or sold to the Sub-Adviser or any affiliated person of the Sub-Adviser as principal except as may be permitted by the 1940 Act or an exemption therefrom. If the Sub-Adviser requires clarification determines in good faith that the transaction is in the best interest of each client, securities may be purchased on a particular behalf of the Fund from, or sold on behalf of the Fund to, another client of the Sub-Adviser instruction in compliance with Rule 17a-7 under the 1940 Act; (e.g., due e) maintain all necessary or appropriate records with respect to a potential regulatory or compliance issuethe Fund's securities transactions for the Segment that are required by subparagraphs (b)(5), it shall seek guidance from (6), (7), (9), (10) and (11) and paragraph (f) of Rule 31a-1 of the 1940 Act, and will furnish the Trust's Board of Trustees and the Adviser prior such periodic and special reports as the Board and Adviser may reasonably request; (f) treat confidentially and as proprietary information of the Adviser and the Trust all records and other information relative to executing the Adviser and the Trust and prior, present, or potential shareholders, and will not use such records and information for any transaction in question. Prior purpose other than the performance of its responsibilities and duties hereunder, except that subject to executing any transactionprompt notification to the Trust and the Adviser, the Sub-Adviser shall use reasonable efforts may divulge such information to review the Adviser’s instructions to identify any issues that it reasonably believes may raise concerns under applicable legal, regulatoryits independent auditors and regulatory authorities, or internal compliance requirementswhen so requested by the Adviser and the Trust; provided, includinghowever, where applicablethat nothing contained herein shall prohibit the Sub-Adviser from (1) advertising or soliciting the public generally with respect to other products or services, regardless of whether such advertisement or solicitation may include prior, present or potential shareholders of the 1940 Act, Fund or (2) including the Advisers Act, Adviser and Trust on its general list of disclosable clients. (g) maintain its policy and practice of conducting its fiduciary functions independently. In making investment decisions for the Fund’s investment policies and restrictions, and any compliance guidelines previously provided by the Adviser. If, in the Sub-Adviser’s reasonable judgment's personnel will not inquire or take into consideration whether the issuers of securities proposed for purchase or sale for the Fund's account are customers of the Adviser, a particular instruction appears to present a material risk of noncompliance with applicable law, regulation, or Fund guidelinesother sub-advisers, the Sub-Adviser shall promptly inform the Adviser and mayor of their respective parents, in its discretion, defer execution of the transaction pending further written clarification subsidiaries or confirmation from the Adviser. The Adviser acknowledges and agrees that the Sub-Adviser’s pre-trade review is intended solely to support the Adviser’s oversight responsibilities and shall not be construed to transfer or limit the Adviser’s ultimate responsibility for ensuring that all investment decisions and instructions comply with applicable law, regulation, and the Fund’s governing documentsaffiliates. In additiondealing with such customers, the Sub-Adviser shall have discretionary authority to execute in-kind transfers and other portfolio transactions in connection with its subsidiaries and affiliates will not inquire or take into consideration whether securities of those customers are held by the creation and redemption Trust; and (h) render, upon request of Fund shares through “creation units.” The the Adviser or the Trust's Board of Trustees, written reports concerning the investment activities of the Sub-Adviser acknowledges that with respect to the Board retains ultimate authority over the Funds and may take any and all actions necessary and reasonable to protect the interests Sub-Adviser's Segment of the Funds’ shareholdersFund.

Sub-Advisory Services. The Subject to such written instructions and supervision as the Adviser may from time to time furnish, the Sub-Adviser shall implement trading decisions will provide an investment program for each Fund the Segment, including investment research and management with respect to securities and investments, including cash and cash equivalents in accordance with instructions provided the Segment, and will determine from time to time what securities and other investments will be purchased, retained or sold by and within the Adviser in writing, pursuant to mutually agreed upon notification protocolsSegment. The Sub-Adviser shall also be primarily responsiblewill implement such determinations through the placement, at the direction on behalf of the Adviser, for portfolio management functions, including daily creation and redemption and portfolio rebalancing processes for each Fund, of orders for the execution of portfolio transactions through such brokers or dealers as neededit may select. The Adviser hereby grants will instruct the Trust's Custodian to forward promptly to the Sub-Adviser the authority to exercise full trading authority (subject proxy and other materials relating to the Adviser’s instructions and oversight) for each Fund with respect to creation unit, redemption, and rebalancing processes. This includes corresponding with Authorized Participants, and implementing all activities necessary or incidental to the furtherance or conduct exercise of such purchasesshareholder rights and, sales, or other transactions. In particularunless otherwise instructed by the Adviser, the Sub-Adviser shall have will determine from time to time the authority manner in which voting rights, rights to select broker-dealers consent to effect trade executions in corporate action and other rights pertaining to the Fund's investments should be exercised. In fulfilling its sole discretion, subject to its best execution obligations as stated in Section 7. The Sub-Adviser may consider input from the Adviser regarding broker selection or trading strategies, while retaining discretion over such decisions to act in a manner consistent with its best execution obligations. If the Sub-Adviser requires clarification on a particular Adviser instruction (e.g., due to a potential regulatory or compliance issue), it shall seek guidance from the Adviser prior to executing any transaction in question. Prior to executing any transactionresponsibilities hereunder, the Sub-Adviser shall use reasonable efforts to review the Adviser’s instructions to identify any issues agrees that it reasonably believes may raise concerns will: (a) use the same skill and care in providing such services as it uses in providing services to other fiduciary accounts for which it has investment responsibilities; (b) conform with all applicable rules and regulations of the United States Securities and Exchange Commission ("SEC") and in addition will conduct its activities under this Agreement in accordance with any applicable legal, regulatory, or internal compliance requirements, including, where applicable, regulations of any government authority pertaining to the 1940 Act, the Advisers Act, the Fund’s investment policies and restrictions, and any compliance guidelines previously provided by the Adviser. If, in advisory activities of the Sub-Adviser’s reasonable judgmentAdviser and shall furnish such written reports or other documents substantiating such compliance as the Adviser reasonably may request from time to time; (c) not make loans to any person to purchase or carry shares of beneficial interest in the Trust or make loans to the Trust; (d) place orders pursuant to investment determinations for the Fund either directly with the issuer or with an underwriter, a particular instruction appears to present a material risk of noncompliance with applicable law, regulation, market maker or Fund guidelinesbroker or dealer. In placing orders, the Sub-Adviser shall promptly inform the Adviser and may, in will use its discretion, defer reasonable best efforts to obtain best execution of the transaction pending further written clarification or confirmation from the Advisersuch orders. The Adviser acknowledges and agrees that the Sub-Adviser’s pre-trade review is intended solely to support the Adviser’s oversight responsibilities and shall not be construed to transfer or limit the Adviser’s ultimate responsibility for ensuring that all investment decisions and instructions comply Consistent with applicable law, regulation, and the Fund’s governing documents. In additionthis obligation, the Sub-Adviser shall have discretionary authority may, to execute in-kind transfers the extent permitted by law, effect portfolio securities transactions through brokers and dealers who provide brokerage and research services (within the meaning of Section 28(c) of the Securities Exchange Act of 1934) to or for the benefit of the Fund and/or other portfolio transactions in connection with accounts over which the creation and redemption of Fund shares through “creation units.” The Sub-Adviser acknowledges that exercises investment discretion. Subject to the Board retains ultimate authority over the Funds and may take any and all actions necessary and reasonable to protect the interests review of the Funds’ shareholders.Trust's Board of Trustees from time to time with respect to the extent and continuation of the policy, the Sub-Adviser is authorized to cause the Fund to pay a broker or dealer who provides such brokerage and research services a commission for effecting a securities transaction for the Fund which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if the Sub-Adviser determines in good faith that such commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the overall responsibilities of the Sub-Adviser with respect to the

Sub-Advisory Services. The Sub-Adviser shall be primarily responsible, at the direction of the Adviser, for portfolio management and managing each Fund’s daily creation and redemption and portfolio rebalancing processes, as needed. Portfolio management duties shall include, but not be limited to, in consultation with the Adviser, performing daily monitoring of: (i) Fund positions and variances from the most recently received portfolio disposition and creation unit basket instructions from the Adviser, (ii) portfolio positioning with investment guidelines and alignment with the Fund’s target strategy, (iii) adherence to cash and holdings reconciliations and related trading of cash positions, and (iv) overall portfolio risk management with respect to daily portfolio disposition and acquisition activities. The Sub-Adviser shall also implement trading decisions for each Fund in accordance with instructions provided by the Adviser in writing, writing pursuant to mutually agreed upon notification protocols. In the event the Sub-Adviser requires clarification on a particular Adviser instruction (e.g., due to a potential regulatory or compliance issue), the Sub-Adviser will seek guidance from the Adviser prior to executing any transaction in question. The Sub-Adviser shall also be primarily responsible, at the direction of assist in liquidity and valuation determinations for portfolio assets where reasonably requested by the Adviser, for portfolio management functions, including daily creation and redemption and portfolio rebalancing processes for each Fund, as needed. The Adviser hereby grants the Sub-Adviser the authority to exercise full trading authority (subject to the Adviser’s instructions and oversight) for each Fund with respect to creation unit, redemption, redemption and rebalancing processes. This includes , including corresponding with the Authorized Participants, and implementing activities necessary or incidental thereto, such as purchases, sales or other transactions, as well as with respect to all activities other such things necessary or incidental to the furtherance or conduct of such purchases, sales, sales or other transactions. In particular, the Sub-Adviser shall have the authority to select broker-dealers to effect trade executions in its sole discretion, discretion (subject to its best execution obligations as stated in Section 7). The Sub-Adviser may consider input from the Adviser regarding broker selection or trading strategies, ; while retaining discretion over such decisions to act in a manner consistent with its best execution obligations. If the Sub-Adviser requires clarification on a particular Adviser instruction (e.g., due to a potential regulatory or compliance issue), it shall seek guidance from the Adviser prior to executing any transaction in question. Prior to executing any transaction, the Sub-Adviser shall use reasonable efforts to review the Adviser’s instructions to identify any issues that it reasonably believes may raise concerns under applicable legal, regulatory, or internal compliance requirements, including, where applicable, the 1940 Act, the Advisers Act, the Fund’s investment policies and restrictions, and any compliance guidelines previously provided by the Adviser. If, in the Sub-Adviser’s reasonable judgment, a particular instruction appears to present a material risk of noncompliance with applicable law, regulation, or Fund guidelines, the Sub-Adviser shall promptly inform the Adviser and may, in its discretion, defer execution of the transaction pending further written clarification or confirmation from the Adviser. The Adviser acknowledges and agrees that the Sub-Adviser’s pre-trade review is intended solely to support the Adviser’s oversight responsibilities and shall not be construed to transfer or limit the Adviser’s ultimate responsibility for ensuring that all investment decisions and instructions comply with applicable law, regulation, and the Fund’s governing documents. In addition, the Sub-Adviser shall have discretionary authority to execute in-kind transfers and other portfolio transactions in connection with the creation and redemption of Fund shares through “creation units.” The Sub-Adviser acknowledges that the Board retains ultimate authority over the Funds and may take any and all actions necessary and reasonable to protect the interests of the Funds’ shareholders.

Sub-Advisory Services. The Subject to such written instructions and supervision as the Adviser may from time to time furnish, the Sub-Adviser shall implement trading decisions will provide an investment program for each Fund the Segment, including investment research and management with respect to securities and investments, including cash and cash equivalents in accordance with instructions provided the Segment, and will determine from time to time what securities and other investments will be purchased, retained or sold by and within the Adviser in writing, pursuant to mutually agreed upon notification protocolsSegment. The Sub-Adviser shall also be primarily responsiblewill implement such determinations through the placement, at the direction on behalf of the Adviser, for portfolio management functions, including daily creation and redemption and portfolio rebalancing processes for each Fund, of orders for the execution of portfolio transactions through such brokers or dealers as needed. The Adviser hereby grants the Sub-Adviser the authority to exercise full trading authority (subject to the Adviser’s instructions and oversight) for each Fund with respect to creation unit, redemption, and rebalancing processes. This includes corresponding with Authorized Participants, and implementing all activities necessary or incidental to the furtherance or conduct of such purchases, sales, or other transactionsit may select. In particularfulfilling its responsibilities hereunder, the Sub-Adviser shall have agrees that it will: (a) use the same skill and care in providing such services as it uses in providing services to other fiduciary accounts for which it has investment responsibilities; (b) conform with all applicable rules and regulations of the SEC and in addition will conduct its activities under this Agreement in accordance with any applicable regulations of any government authority pertaining to select broker-dealers to effect trade executions in its sole discretion, subject to its best execution obligations as stated in Section 7. The the investment advisory activities of the Sub-Adviser may consider input from and shall furnish such written reports or other documents substantiating such compliance as the Adviser regarding reasonably may request from time to time; (c) not make loans to any person to purchase or carry shares of beneficial interest in the Trust or make loans to the Trust; (d) place orders pursuant to investment determinations for the Fund either directly with the issuer or with an underwriter, market maker or broker selection or trading strategiesdealer. In placing orders, while retaining discretion over such decisions the Sub-Adviser will use its reasonable best efforts to act in a manner consistent with its obtain best execution obligationsof such orders. Consistent with this obligation, the Sub-Adviser may, to the extent permitted by law, effect portfolio securities transactions through brokers and dealers who provide brokerage and research services (within the meaning of Section 28(e) of the Securities Exchange Act of 1934) to or for the benefit of the Fund and/or other accounts over which the Sub-Adviser exercises investment discretion. Subject to the review of the Trust’s Board of Trustees from time to time with respect to the extent and continuation of the policy, the Sub-Adviser is authorized to cause the Fund to pay a broker or dealer who provides such brokerage and research services a commission for effecting a securities transaction for the Fund which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if the Sub-Adviser determines in good faith that such commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the overall responsibilities of the Sub-Adviser with respect to the accounts as to which it exercises investment discretion. The Trust or the Adviser may, from time to time in writing, direct the Sub-Adviser to place orders through one or more brokers or dealers and, thereafter, the Sub-Adviser will have no responsibility for ensuring best execution with respect to such orders. In no instance will portfolio securities be purchased from or sold to the Sub-Adviser or any affiliated person of the Sub-Adviser as principal except as may be permitted by the 1940 Act or an exemption therefrom. If the Sub-Adviser requires clarification determines in good faith that the transaction is in the best interest of each client, securities may be purchased on a particular behalf of the Fund from, or sold on behalf of the Fund to, another client of the Sub-Adviser instruction in compliance with Rule 17a-7 under the 1940 Act; (e.g.e) maintain all necessary or appropriate records with respect to the Fund’s securities transactions for the Segment in accordance with all applicable laws, due rules and regulations, including but not limited to a potential regulatory or compliance issue)Section 31 (a) of the 1940 Act, it shall seek guidance from and will furnish the Trust’s Board of Trustees and the Adviser prior such periodic and special reports as the Board and Adviser reasonably may request; (f) treat confidentially and as proprietary information of the Adviser and the Trust all records and other information relative to executing the Adviser and the Trust and prior, present, or potential shareholders, and will not use such records and information for any transaction in question. Prior purpose other than the performance of its responsibilities and duties hereunder, except that subject to executing any transactionprompt notification to the Trust and the Adviser, the Sub-Adviser shall use reasonable efforts may divulge such information to review the Adviser’s instructions to identify any issues that it reasonably believes may raise concerns under applicable legal, regulatoryits independent auditors and regulatory authorities, or internal compliance requirementswhen so requested by the Adviser and the Trust; provided, includinghowever, where applicablethat nothing contained herein shall prohibit the Sub-Adviser from (1) advertising or soliciting the public generally with respect to other products or services, regardless of whether such advertisement or solicitation may include prior, present or potential shareholders of the 1940 Act, Fund or (2) including the Advisers Act, Adviser and Trust on its general list of disclosable clients; (g) maintain its policy and practice of conducting its fiduciary functions independently. In making investment decisions for the Fund’s investment policies and restrictions, and any compliance guidelines previously provided by the Adviser. If, in the Sub-Adviser’s reasonable judgmentpersonnel will not inquire or take into consideration whether the issuers of securities proposed for purchase or sale for the Fund’s account are customers of the Adviser, a particular instruction appears to present a material risk of noncompliance with applicable law, regulation, or Fund guidelinesother sub-advisers, the Sub-Adviser or of their respective parents, subsidiaries or affiliates. In dealing with such customers, the Sub-Adviser and its subsidiaries and affiliates will not inquire or take into consideration whether securities of those customers are held by the Trust; (h) to the extent reasonably requested by the Trust, the Sub-Adviser will use its best efforts to assist the Chief Compliance Officer of the Trust in respect of Rule 38a-1 under the 1940 Act including, without limitation, providing the Chief Compliance Officer of the Trust with (i) current copies of the compliance policies and procedures of the Sub-Adviser in effect from time to time (including prompt notice of any material changes thereto), (ii) a summary of such policies and procedures in connection with the annual review thereof by the Trust required under Rule 38a-1, and (iii) upon request, a certificate of the chief compliance officer of the Sub-Adviser to the effect that the policies and procedures of the Sub-Adviser are reasonably designed to prevent violation of the Federal Securities Laws (as such term is defined in Rule 38a-1); (i) vote all proxies for securities held in the Segment in accordance with the Trust’s Proxy Voting Policy and maintain records concerning how it has voted such proxies on behalf of the Fund, and those records shall promptly inform be made available to the Trust upon request for use in connection with the preparation and filing of the Trust’s Form N-PX; and (j) render, upon request of the Adviser and mayor the Trust’s Board of Trustees, in its discretion, defer execution written reports concerning the investment activities of the transaction pending further written clarification or confirmation from the Adviser. The Sub-Adviser acknowledges and agrees that with respect to the Sub-Adviser’s pre-trade review is intended solely to support the Adviser’s oversight responsibilities and shall not be construed to transfer or limit the Adviser’s ultimate responsibility for ensuring that all investment decisions and instructions comply with applicable law, regulation, and Segment of the Fund’s governing documents. In addition, the Sub-Adviser shall have discretionary authority to execute in-kind transfers and other portfolio transactions in connection with the creation and redemption of Fund shares through “creation units.” The Sub-Adviser acknowledges that the Board retains ultimate authority over the Funds and may take any and all actions necessary and reasonable to protect the interests of the Funds’ shareholders.

Sub-Advisory Services. The Subject to such written instructions and supervision as the Adviser may from time to time furnish, the Sub-Adviser shall implement trading decisions will provide an investment program for each Fund the Segment, including investment research and management with respect to securities and investments, including cash and cash equivalents in accordance with instructions provided the Segment, and will determine from time to time what securities and other investments will be purchased, retained or sold by and within the Adviser in writing, pursuant to mutually agreed upon notification protocolsSegment. The Sub-Adviser shall also be primarily responsiblewill implement such determinations through the placement, at the direction on behalf of the Adviser, for portfolio management functions, including daily creation and redemption and portfolio rebalancing processes for each Fund, of orders for the execution of portfolio transactions through such brokers or dealers as neededit may select. The Adviser hereby grants will instruct the Trust's Custodian to forward promptly to the Sub-Adviser the authority to exercise full trading authority (subject proxy and other materials relating to the Adviser’s instructions and oversight) for each Fund with respect to creation unit, redemption, and rebalancing processes. This includes corresponding with Authorized Participants, and implementing all activities necessary or incidental to the furtherance or conduct exercise of such purchasesshareholder rights and, sales, or other transactions. In particularunless otherwise instructed by the Adviser, the Sub-Adviser shall have will determine from time to time the authority manner in which voting rights, rights to select broker-dealers consent to effect trade executions in corporate action and other rights pertaining to the Fund's investments should be exercised. In fulfilling its sole discretion, subject to its best execution obligations as stated in Section 7. The Sub-Adviser may consider input from the Adviser regarding broker selection or trading strategies, while retaining discretion over such decisions to act in a manner consistent with its best execution obligations. If the Sub-Adviser requires clarification on a particular Adviser instruction (e.g., due to a potential regulatory or compliance issue), it shall seek guidance from the Adviser prior to executing any transaction in question. Prior to executing any transactionresponsibilities hereunder, the Sub-Adviser shall use reasonable efforts to review the Adviser’s instructions to identify any issues agrees that it reasonably believes may raise concerns will: (a) use the same skill and care in providing such services as it uses in providing services to other fiduciary accounts for which it has investment responsibilities; (b) conform with all applicable rules and regulations of the United States Securities and Exchange Commission ("SEC") and in addition will conduct its activities under this Agreement in accordance with any applicable legal, regulatory, or internal compliance requirements, including, where applicable, regulations of any government authority pertaining to the 1940 Act, the Advisers Act, the Fund’s investment policies and restrictions, and any compliance guidelines previously provided by the Adviser. If, in advisory activities of the Sub-Adviser’s reasonable judgmentAdviser and shall furnish such written reports or other documents substantiating such compliance as the Adviser reasonably may request from time to time; (c) not make loans to any person to purchase or carry shares of beneficial interest in the Trust or make loans to the Trust; (d) place orders pursuant to investment determinations for the Fund either directly with the issuer or with an underwriter, a particular instruction appears to present a material risk of noncompliance with applicable law, regulation, market maker or Fund guidelinesbroker or dealer. In placing orders, the Sub-Adviser shall promptly inform will use its reasonable best efforts to obtain best execution of such (e) maintain all necessary or appropriate records with respect to the Fund's securities transactions for the Segment in accordance with all applicable laws, rules and regulations, including but not limited to Section 31 (a) of the 1940 Act, and will furnish the Trust's Board of Trustees and the Adviser such periodic and special reports as the Board and Adviser reasonably may request; (f) treat confidentially and as proprietary information of the Adviser and maythe Trust all records and other information relative to the Adviser and the Trust and prior, in present, or potential shareholders, and will not use such records and information for any purpose other than the performance of its discretionresponsibilities and duties hereunder, defer execution of except that subject to prompt notification to the transaction pending further written clarification or confirmation from Trust and the Adviser. The Adviser acknowledges and agrees that the Sub-Adviser’s pre-trade review is intended solely to support the Adviser’s oversight responsibilities and shall not be construed to transfer or limit the Adviser’s ultimate responsibility for ensuring that all investment decisions and instructions comply with applicable law, regulation, and the Fund’s governing documents. In addition, the Sub-Adviser may divulge such information to its independent auditors and regulatory authorities, or when so requested by the Adviser and the Trust; provided, however, that nothing contained herein shall have discretionary authority to execute in-kind transfers and other portfolio transactions in connection with prohibit the creation and redemption of Fund shares through “creation units.” The Sub-Adviser acknowledges that from (1) advertising or soliciting the Board retains ultimate authority over the Funds and public generally with respect to other products or services, regardless of whether such advertisement or solicitation may take any and all actions necessary and reasonable to protect the interests include prior, present or potential shareholders of the Funds’ shareholdersFund or (2) including the Adviser and Trust on its general list of disclosable clients. (g) maintain its policy and practice of conducting its fiduciary functions independently. In making investment decisions for the Fund, the Sub-Adviser's personnel will not inquire or take into consideration whether the issuers of securities proposed for purchase or sale for the Fund's account are customers of the Adviser, other sub-advisers, the Sub-Adviser or of their respective parents, subsidiaries or affiliates. In (h) render, upon request of the Adviser or the Trust's Board of Trustees, written reports concerning the investment activities of the Sub-Adviser with respect to the Sub-Adviser's Segment of the Fund.

Sub-Advisory Services. The Subject to such written instructions and supervision as the Adviser may from time to time furnish, the Sub-Adviser shall implement trading decisions will provide an investment program for each Fund the Segment, including investment research and management with respect to securities and investments, including cash and cash equivalents in accordance with instructions provided the Segment, and will determine from time to time what securities and other investments will be purchased, retained or sold by and within the Adviser in writing, pursuant to mutually agreed upon notification protocolsSegment. The Sub-Adviser shall also be primarily responsiblewill implement such determinations through the placement, at the direction on behalf of the Adviser, for portfolio management functions, including daily creation and redemption and portfolio rebalancing processes for each Fund, of orders for the execution of portfolio transactions through such brokers or dealers as neededit may select. The Adviser hereby grants will instruct the Trust’s Custodian to forward promptly to the Sub-Adviser the authority to exercise full trading authority (subject proxy and other materials relating to the Adviser’s instructions exercise of such shareholder rights and oversight) for each Fund with respect the Sub-Adviser will determine from time to creation unittime the manner in which voting rights, redemption, rights to consent to corporate action and rebalancing processes. This includes corresponding with Authorized Participants, and implementing all activities necessary or incidental other rights pertaining to the furtherance or conduct of such purchases, sales, or other transactionsSegment’s investments should be exercised. In particularfulfilling its responsibilities hereunder, the Sub-Adviser shall have agrees that it will: (a) use the same skill and care in providing such services as it uses in providing services to other fiduciary accounts for which it has investment responsibilities; (b) conform with all applicable rules and regulations of the United States Securities and Exchange Commission (“SEC”) and in addition will conduct its activities under this Agreement in accordance with any applicable regulations of any government authority pertaining to select broker-dealers to effect trade executions in its sole discretion, subject to its best execution obligations as stated in Section 7. The Sub-Adviser may consider input from the Adviser regarding broker selection or trading strategies, while retaining discretion over such decisions to act in a manner consistent with its best execution obligations. If investment advisory activities of the Sub-Adviser requires clarification on a particular Adviser instruction (e.g., due to a potential regulatory and shall furnish such written reports or other documents substantiating such compliance issue), it shall seek guidance from as the Adviser prior reasonably may request from time to executing time; (c) not make loans to any transaction person to purchase or carry shares of beneficial interest in questionthe Trust or make loans to the Trust; (d) place orders pursuant to investment determinations for the Fund either directly with the issuer or with an underwriter, market maker or broker or dealer. Prior to executing any transactionIn placing orders, the Sub-Adviser shall will use its reasonable best efforts to obtain best execution of such orders. Consistent with this obligation, the Sub-Adviser may, to the extent permitted by law, effect portfolio securities transactions through brokers and dealers who provide brokerage and research services (within the meaning of Section 28(e) of the Securities Exchange Act of 1934) to or for the benefit of the Fund and/or other accounts over which the Sub-Adviser exercises investment discretion. Subject to the review of the AdviserTrust’s instructions Board of Trustees from time to identify any issues time with respect to the extent and continuation of the policy, the Sub-Adviser is authorized to cause the Fund to pay a broker or dealer who provides such brokerage and research services a commission for effecting a securities transaction for the Fund which is in excess of the amount of commission another broker or dealer would have charged for effecting that it reasonably believes may raise concerns under transaction if the Sub-Adviser determines in good faith that such commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or (e) maintain all necessary or appropriate records with respect to the Fund’s securities transactions for the Segment in accordance with all applicable legallaws, regulatoryrules and regulations, or internal compliance requirements, including, where applicable, including but not limited to Section 31 (a) of the 1940 Act, and will furnish the Advisers ActTrust’s Board of Trustees and the Adviser such periodic and special reports as the Board and Adviser reasonably may request; (f) treat confidentially and as proprietary information of the Adviser and the Trust all records and other information relative to the Adviser and the Trust and prior, present, or potential shareholders, and will not use such records and information for any purpose other than the performance of its responsibilities and duties hereunder, except that subject to prompt notification to the Trust and the Adviser, the Fund’s investment policies Sub-Adviser may divulge such information to its independent auditors and restrictionsregulatory authorities, and any compliance guidelines previously provided or when so requested by the AdviserAdviser and the Trust; provided, however, that nothing contained herein shall prohibit the Sub-Adviser from (1) advertising or soliciting the public generally with respect to other products or services, regardless of whether such advertisement or solicitation may include prior, present or potential shareholders of the Fund or (2) including the Adviser and Trust on its general list of disclosable clients. (g) maintain its policy and practice of conducting its fiduciary functions independently. IfIn making investment decisions for the Fund, in the Sub-Adviser’s reasonable judgmentpersonnel will not inquire or take into consideration whether the issuers of securities proposed for purchase or sale for the Fund’s account are customers of the Adviser, a particular instruction appears to present a material risk of noncompliance with applicable law, regulation, or Fund guidelinesother sub-advisers, the Sub-Adviser shall promptly inform or of their respective parents, subsidiaries or affiliates. In dealing with such customers, the Sub-Adviser and its subsidiaries and affiliates will not inquire or take into consideration whether securities of those customers are held by the Trust; and (h) render, upon request of the Adviser and mayor the Trust’s Board of Trustees, in its discretion, defer execution written reports concerning the investment activities of the transaction pending further written clarification or confirmation from the Adviser. The Sub-Adviser acknowledges and agrees that with respect to the Sub-Adviser’s pre-trade review is intended solely to support the Adviser’s oversight responsibilities and shall not be construed to transfer or limit the Adviser’s ultimate responsibility for ensuring that all investment decisions and instructions comply with applicable law, regulation, and Segment of the Fund’s governing documents. In addition, the Sub-Adviser shall have discretionary authority to execute in-kind transfers and other portfolio transactions in connection with the creation and redemption of Fund shares through “creation units.” The Sub-Adviser acknowledges that the Board retains ultimate authority over the Funds and may take any and all actions necessary and reasonable to protect the interests of the Funds’ shareholders.