N-cen Sample Contracts

SUB-ADVISORY AGREEMENT
Sub-Advisory Agreement • June 13th, 2023 • Mercer Funds • New York

AGREEMENT made as of the 22nd day of December, 2022 by and between Mercer Investments LLC, a Delaware limited liability company (the “Advisor”), and Barrow, Hanley, Mewhinney & Strauss, LLC, a Delaware limited liability company (the “Sub-Advisor”).

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AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST of Dividend and Income Fund (a Delaware Statutory Trust) As of April 30, 2020
Agreement and Declaration of Trust • March 2nd, 2021 • Dividend & Income Fund

AGREEMENT AND DECLARATION OF TRUST initially made as of May 8, 2012, by the Trustees hereunder, and amended and/or restated from time to time, most recently as of April 30, 2020.

SUB-INVESTMENT ADVISORY AGREEMENT
Sub-Investment Advisory Agreement • March 15th, 2021 • Blackrock Floating Rate Income Strategies Fund, Inc. • New York

This SUB-INVESTMENT ADVISORY AGREEMENT dated March 2, 2020 (this “Agreement”), among BlackRock Floating Rate Income Strategies Fund, Inc., a Maryland corporation (the “Fund”), BlackRock Advisors, LLC, a Delaware limited liability company (the “Advisor”), and BlackRock International Limited, a corporation organized under the laws of Scotland (the “Sub-Advisor”).

MANAGEMENT AGREEMENT
Management Agreement • December 13th, 2022 • Apollo Diversified Real Estate Fund

The Trust has been organized to engage in the business of a closed-end management investment company that is operated as an interval fund.

NAME OF REGISTRANT: FRANKLIN FUND ALLOCATOR SERIES File No. 811-07851 EXHIBIT ITEM: Copies of any material amendments to the registrant's charter or by-laws AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST of FRANKLIN TEMPLETON VARIABLE...
Agreement and Declaration of Trust • March 18th, 2019 • Franklin Fund Allocator Series • Delaware

AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST of FRANKLIN TEMPLETON VARIABLE INSURANCE PRODUCTS TRUST a Delaware Statutory Trust

PIMCO ENERGY AND TACTICAL CREDIT OPPORTUNITIES FUND AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST December 13, 2018 PIMCO ENERGY AND TACTICAL CREDIT OPPORTUNITIES FUND AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST
Agreement and Declaration of Trust • September 13th, 2019 • PIMCO Energy & Tactical Credit Opportunities Fund • Massachusetts

AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST made this 13th day of December, 2018, by the Trustees hereunder, and by the holders of shares of beneficial interest to be issued hereunder as hereinafter provided, amending and restating the Agreement and Declaration of Trust made at Boston, Massachusetts the 25th day of October 2018, for the purpose of eliminating references to the sole initial trustee, adding Trustees as signatories hereto and making such other changes as deemed necessary by the Trustees.

Guggenheim ACTIVE ALLOCATION Fund AMENDED AND RESTATED Agreement and Declaration of Trust
Agreement and Declaration of Trust • August 14th, 2023 • Guggenheim Active Allocation Fund

AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST made as of the 2nd day of March, 2023, by the Trustees hereunder, and by the holders of shares of beneficial interest issued hereunder as hereinafter provided.

SUB-INVESTMENT ADVISORY AGREEMENT
Sub-Investment Advisory Agreement • March 15th, 2021 • BlackRock Capital Allocation Trust • New York

AGREEMENT dated November 24, 2020, among BlackRock Capital Allocation Trust, a Maryland statutory trust (the “Trust”), BlackRock Advisors, LLC, a Delaware limited liability company (the “Advisor”), and BlackRock (Singapore) Limited, a corporation organized under the laws of Singapore (the “Sub-Advisor”).

BRINKER CAPITAL DESTINATIONS TRUST INVESTMENT SUB-ADVISORY AGREEMENT
Investment Sub-Advisory Agreement • May 8th, 2023 • Brinker Capital Destinations Trust • Delaware

INVESTMENT SUB-ADVISORY AGREEMENT, effective as of the 8th day of June, 2022, between Brinker Capital Investments, LLC, a limited liability company organized and existing under the laws of the State of Nebraska (the "Adviser"), and Loomis, Sayles & Company, L.P. (the "Sub-Adviser"), a limited partnership organized and existing under the laws of the State of Delaware.

AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST of
Agreement and Declaration • May 12th, 2022 • Destra Multi-Alternative Fund • Delaware

This AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST of Destra Multi-Alternative Fund, a Delaware statutory trust, is made as of December 13, 2021 by the undersigned Trustees (together with all other persons from time to time duly elected, qualified and serving as Trustees in accordance with the provisions of Article III hereof, the “Trustees”);

THIRD AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST OF INVESCO SENIOR LOAN FUND
Agreement and Declaration of Trust • May 14th, 2020 • Invesco Senior Loan Fund

WHEREAS the Trust was formed on April 2, 2012 by its sole Trustee by the filing of a Certificate of Trust with the office of the Secretary of State of the State of Delaware pursuant to a Declaration of Trust, dated as of March 27, 2012, as amended and restated on May 15, 2012 and December 19, 2016 (the “Original Declaration”);

BLACKROCK NEW YORK MUNICIPAL 2018 TERM TRUST (the “Fund”) File No. 811-10503 Item G.1.b.iii: New or amended investment advisory contracts
Master Advisory Fee Waiver Agreement • March 18th, 2019 • Blackrock New York Municipal 2018 Term Trust

This MASTER ADVISORY FEE WAIVER AGREEMENT (this “Agreement”) is made as of the 2nd day of December, 2016, by and among BlackRock Advisors, LLC (the “Adviser”) an “Adviser”) and each investment company listed on Schedule A attached hereto (each, a “Fund”).

ADVISORY AGREEMENT
Advisory Agreement • September 13th, 2018 • Exchange Listed Funds Trust • Delaware

ADVISORY AGREEMENT (the “Agreement”) made as of this 12th day of June, 2015 by and between EXCHANGE LISTED FUNDS TRUST (the “Trust”), a Delaware statutory trust registered as an investment company under the Investment Company Act of 1940, as amended (the “1940 Act”), and EXCHANGE TRADED CONCEPTS, LLC, an Oklahoma limited liability company with its principal place of business at 10900 Hefner Pointe Drive, Suite 207, Oklahoma City, Oklahoma 73120 (the “Adviser”).

Agreement and Declaration of Trust
Calamos Global Total Return Fund • January 17th, 2023

General. These By-Laws shall be subject to the Agreement and Declaration of Trust, as from time to time amended, supplemented or restated (the “Declaration of Trust”) of Calamos Global Total Return Fund (the “Trust”), a Delaware statutory trust established by the Declaration of Trust.

EATON VANCE TAX-MANAGED BUY-WRITE INCOME FUND INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • March 14th, 2022 • Eaton Vance Tax-Managed Buy-Write Income Fund • Massachusetts

AGREEMENT made as of this 1st day of March, 2021, between Eaton Vance Tax-Managed Buy-Write Income Fund, a Massachusetts business trust (the “Trust”), and Eaton Vance Management, a Massachusetts business trust (the “Adviser”).

AMENDED AND RESTATED INVESTMENT MANAGEMENT AGREEMENT DESTRA MULTI-ALTERNATIVE FUND
Investment Management Agreement • May 12th, 2022 • Destra Multi-Alternative Fund • Delaware

AMENDED AND RESTATED INVESTMENT MANAGEMENT AGREEMENT (the “Agreement”) made this 13 day of January, 2022, by and between Destra Multi-Alternative Fund, a Delaware statutory trust (the “Fund”), and Destra Capital Advisors LLC, a Delaware limited liability company (the “Advisor”).

MANAGEMENT AGREEMENT
Management Agreement • September 6th, 2019 • James Advantage Funds • Ohio

This Management Agreement (this “Agreement”), dated as of June 27, 2019, is by and between the James Advantage Funds (the “Trust”), on behalf of the James Micro Cap Fund (the “Fund”) and James Investment Research, Inc. (the “Adviser”) (each a “Party” and collectively, the “Parties”).

AMENDED AND RESTATED INVESTMENT SUB-ADVISORY AGREEMENT
Investment Sub-Advisory Agreement • May 12th, 2022 • Destra Multi-Alternative Fund • Delaware

AMENDED AND RESTATED INVESTMENT SUB-ADVISORY AGREEMENT, dated as of January 13, 2022 by and among Destra Multi-Alternative Fund (the “Fund”), Destra Capital Advisors LLC (the “Advisor”), and Validus Growth Investors, LLC, doing business as Validus Investment Advisors (the “Sub-Adviser”).

LIBERTY ALL-STAR® EQUITY FUND PORTFOLIO MANAGEMENT AGREEMENT FIDUCIARY MANAGEMENT, INC. June 15, 2020
Management Agreement • March 12th, 2021 • Liberty All Star Equity Fund • Massachusetts

Liberty All-Star Equity Fund (the “Fund”) is a diversified closed-end investment company registered under the Investment Company Act of 1940, as amended (the “Act”), and is subject to the rules and regulations promulgated thereunder.

CALAMOS CONVERTIBLE AND HIGH INCOME FUND THIRD AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST
Agreement and Declaration of Trust • January 17th, 2023 • Calamos Convertible & High Income Fund • Delaware

WHEREAS, the Trust has been formed under the Delaware Act upon the filing of the Certificate of Trust in the Office of the Secretary of State of the State of Delaware;

AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • June 8th, 2022 • GNMA & US Government Target Maturity Fund for Puerto Rico Residents, Inc. • Puerto Rico

Amended and Restated Investment Advisory Agreement (the “Agreement”) made and entered into as of May 12, 2021, by and between GNMA & US Government Target Maturity Fund for Puerto Rico Residents, Inc. (the “Fund”), a corporation organized under the laws of the Commonwealth of Puerto Rico and a management investment company currently registering under the Investment Company Act of 1940, as amended (the “1940 Act”), and UBS Asset Managers of Puerto Rico, a division of UBS Trust Company of Puerto Rico (the “Adviser”), the Fund’s investment adviser, currently registering under the Investment Advisers Act of 1940, as amended (the “Advisers Act”).

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MANAGEMENT AGREEMENT BNY MELLON STRATEGIC MUNICIPALS, INC. 240 Greenwich Street New York, New York 10286
Management Agreement • December 10th, 2019 • Bny Mellon Strategic Municipals, Inc. • New York

The Fund desires to employ its capital by investing and reinvesting the same in investments of the type and in accordance with the limitations specified in its Prospectus as from time to time in effect, copies of which have been or will be submitted to you, and in such manner and to such extent as from time to time may be approved by the Fund's Board. The Fund desires to employ you to act as its investment adviser.

INVESTMENT SUB-ADVISORY AGREEMENT
Investment Sub-Advisory Agreement • December 10th, 2018 • Destra Investment Trust • Illinois

AGREEMENT made as of this 29th day of December, 2017 by and among Destra Investment Trust (the “Trust”), a Massachusetts business trust, on behalf of its series the Destra Flaherty & Crumrine Preferred and Income Fund (the “Fund”), Destra Capital Advisors LLC, a Delaware limited liability company (the “Adviser”), a registered investment adviser with the Securities and Exchange Commission (“SEC”), and Flaherty & Crumrine Incorporated, a California corporation and a registered investment adviser with the SEC (the “Sub-Adviser”).

SUB-INVESTMENT ADVISORY AGREEMENT BNY MELLON INVESTMENT ADVISER, INC.
Sub-Investment Advisory Agreement • February 10th, 2022 • Bny Mellon Strategic Municipal Bond Fund, Inc. • New York

BNY Mellon Strategic Municipal Bond Fund, Inc. (the "Fund") desires to employ its capital by investing and reinvesting the same in investments of the type and in accordance with the limitations specified in the Fund's Prospectus as from time to time in effect, copies of which have been or will be submitted to you, and in such manner and to such extent as from time to time may be approved by the Fund's Board. The Fund employs BNY Mellon Investment Adviser, Inc. (the "Adviser") to act as the Fund's investment adviser pursuant to a written agreement (the "Investment Advisory Agreement"), a copy of which has been furnished to you. The Adviser is authorized to and desires to retain you, and you hereby agree to accept such retention, to act as the Fund's sub-investment adviser with respect to that portion of the Fund's assets which may be assigned to you from time to time (the "sub-advised assets").

INVESTMENT SUB-ADVISORY AGREEMENT Nuveen Mortgage and Income Fund (JLS)
Investment Sub-Advisory Agreement • March 16th, 2020 • Nuveen Mortgage & Income Fund/Ma/ • Illinois

THIS AGREEMENT is made as of the 14th day of October 2019, between Nuveen Fund Advisors, LLC, a Delaware limited liability company (the “Adviser”), and Teachers Advisors, LLC, a Delaware limited liability company (the “Sub-Adviser”).

AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • March 6th, 2020 • Flat Rock Opportunity Fund • New York

This Amended and Restated Investment Advisory Agreement (the “Agreement”) is made as of the 25th day of February, 2020, by and between Flat Rock Opportunity Fund, a Delaware Statutory Trust (the “Fund”), and Flat Rock Global, LLC, a Delaware limited liability company (the “Adviser” or “Flat Rock Global”).

AMENDED AND RESTATED MANAGEMENT AGREEMENT
Management Agreement • March 15th, 2023 • Apollo Diversified Credit Fund

Apollo Diversified Credit Fund (the “Trust” or the “Fund”) herewith confirms our agreement with you, Apollo Capital Credit Adviser, LLC (the “Adviser”).

MEMORANDUM OF AGREEMENT (Advisory Fee Waivers)
Memorandum of Agreement • May 14th, 2019 • Invesco Quality Municipal Income Trust

This Memorandum of Agreement is entered into as of the effective date on the attached Exhibit A and B (each an “Exhibit” or, collectively the “Exhibits”), between AIM Counselor Series Trust (Invesco Counselor Series Trust), AIM Equity Funds (Invesco Equity Funds), AIM Funds Group (Invesco Funds Group), AIM Growth Series (Invesco Growth Series), AIM International Mutual Funds (Invesco International Mutual Funds), AIM Investment Funds (Invesco Investment Funds), AIM Investment Securities Funds (Invesco Investment Securities Funds), AIM Sector Funds (Invesco Sector Funds), AIM Tax-Exempt Funds (Invesco Tax-Exempt Funds), AIM Treasurer’s Series Trust (Invesco Treasurer’s Series Trust), AIM Variable Insurance Funds (Invesco Variable Insurance Funds), Invesco Advantage Municipal Income Trust II, Invesco Bond Fund, Invesco California Value Municipal Income Trust, Invesco Dynamic Credit Opportunities Fund, Invesco Exchange Fund, Invesco High Income 2023 Target Term Fund, Invesco High Income 20

CALAMOS GLOBAL DYNAMIC INCOME FUND SECOND AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST
Agreement and Declaration • January 17th, 2023 • Calamos Global Dynamic Income Fund • Delaware

WHEREAS, the Trust has been formed under the Delaware Act upon the filing of the Certificate of Trust in the Office of the Secretary of State of the State of Delaware;

MANAGEMENT AGREEMENT
Management Agreement • October 13th, 2023 • Rivernorth Opportunities Fund, Inc.

You have been selected to act as the sole investment manager of the series of the Company set forth on the Exhibit to this Agreement (the “Fund”) and to provide certain other services, as more fully set forth below, and you are willing to act as such investment manager and to perform such services under the terms and conditions hereinafter set forth. Accordingly, the Company agrees with you as follows effective upon the date of the execution of this Agreement.

INVESTMENT SUB-ADVISORY AGREEMENT
Investment Sub-Advisory Agreement • February 11th, 2020 • Nuveen All Cap Energy MLP Opportunities Fund • Illinois

AGREEMENT made as of this 21st day of November, 2019, by and between Nuveen Fund Advisors, LLC, a Delaware limited liability company (the “Adviser”), and Tortoise Capital Advisors, L.L.C., a Delaware limited liability company and a federally registered investment adviser (“Tortoise” or the “Sub-Adviser”).

INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • September 12th, 2018 • OSI ETF Trust • Delaware

Agreement made as of June 28, 2018, between OSI ETF Trust, a Delaware statutory trust and registered open-end management investment company (the “Trust”), and O’Shares Investment Advisers, LLC (the “Adviser”), a registered investment adviser under the Investment Advisers Act of 1940, as amended (the “Advisers Act”).

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